September 21,

Mail Stop 6010

Thomas H. Werner
Chief Executive Officer
SunPower Corporation
430 Indio Way
Sunnyvale, California 94085

Re:	SunPower Corporation
	Registration Statement on Form S-1
	Filed August 25, 2005
	         File No. 333-127845
Dear Mr. Werner:
      We have reviewed your filing and have the following
Where indicated, we think you should revise your document in
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
      Please understand that the purpose of our review process is
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
our review.  Feel free to call us at the telephone numbers listed
the end of this letter.
1. Please confirm that any preliminary prospectus you circulate
include all non-Rule 430A information. This includes the price
and related information based on a bona fide estimate of the
offering within that range. Also note that we may have additional
comments after you include this information.

2. Please clarify whether you are currently selling the solar
shown in the graphics on the inside front cover page, or whether
those panels will not be shipped until 2006 as disclosed on page
Also, please explain to us how you selected the conventional 150
solar panel to compare with your company`s product.

3. Please revise the artwork so that it places greater emphasis on
the products that SunPower actually manufactures and sells, and
emphasis on the application in which those products are used, such
the residential solar system shown in the top half of the inside
front cover page and the power plant shown in the top half of your
inside back cover page.  Although we will not object if the
includes references to applications in which your products are
the artwork should focus primarily upon your products rather than
those applications.

Cover Page
4. Please revise to briefly describe the extent to which you will
controlled by Cypress following the offering.  Quantify the number
shares that Cypress will own and the percentage of total votes
Cypress will control.

Summary, page 1

Our Company, page 1

5. The disclosure in the summary should be a balanced presentation
your business.  Revise to indicate your historical losses, your
accumulated deficit, and the fact that you have only been selling
solar cells since late 2004.  Also expand to balance the
of your strengths with a realistic picture of the challenges you
face, many of which are identified in your risk factors section.

6. Please provide us independent, objective support for your
statements regarding your leadership position and the "superior"
performance of your products, including the ability of your solar
cells to "generate up to 50% more power per unit" area than
conventional solar cells and your "efficient use of silicon."
revise the filing so that the basis for each statement is clear
the context of your disclosure.

Market Opportunity, page 1
7. With respect to the statistics cited here and throughout your
prospectus, please tell please tell us whether the industry
consented to your use of their data and whether any reports were
prepared specifically for your use.  Also tell us whether you are
aware of or sought any contradictory data.

8. In the last paragraph on page 1 you describe the benefits of
power systems as an energy source.  Please balance the description
the benefits of solar power with equally prominent disclosure of

Our Strengths, page 2
9. In the third bullet point, where you describe efficient silicon
utilization, please quantify your efficiency levels and compare
to the efficiency levels maintained by conventional silicon cells.
Provide independent objective support for your quantifications.

Our Strategy, page 2

10. In the second bullet point and throughout the prospectus,
describe what it means to operate certain amount of megawatt per
production lines so that investors who may not be familiar with
industry may understand this term in context.

Our Relationship with Cypress Semiconductor Corporation, page 3

11. Please expand your disclosure of your various agreements with
Cypress to discuss the nature of the financial terms of such
agreements so that investors can understand the impact of such
agreements on your operations.  For example, on page 88 you
such terms to be at cost or alternatively at the rate charged to
other Cypress departments.

Use of proceeds, page 4
12. We note that you intend to use the net proceeds from the
for the expansion of your manufacturing capacity and for general
corporate purposes.  Here and on page 35, please revise to
the portion of the proceeds of the offering to be used for each
purpose indicated.  Refer to Item 504 of Regulation S-K.

Risk Factors, page 9
As long as Cypress controls us..., page 26
13. Please revise to quantify the percentage of voting control
Cypress will have following the offering.

Our proposed agreements with Cypress..., page 28
14. Please quantify the limited amount of shares you can sell
this offering before triggering your obligations to indemnify
for tax liabilities and quantify the potential tax liabilities
such a sale.

Use of Proceeds, page 35
15. Please revise to disclose any proceeds to be paid to
pursuant to the separation agreements or otherwise.

Management`s Discussion and Analysis, Page 42
Overview, page 43
16. Here and elsewhere in your filing as appropriate, please
your discussion of your financing activities with Cypress to
how Cypress`s Class A shares will be converted into Class B
Also, explain how the minority equity interest was "retired" in
November 2004 merger.

Six Months Ended June 30, 2004 and 2005, page 50
17. Where changes in financial statement amounts are attributable
several factors, each factor should be separately quantified and
discussed to the extent practicable. As an example, we note your
disclosure that cost of revenue increased in the six months ended
June 30, 2005 due primarily to higher volumes of production and
higher costs and volumes of raw materials, among other reasons.
Please revise your results of operations and your discussion of
liquidity and capital resources accordingly.

Total Revenue, page 50

18. We see that your revenues increased 654% in the six months
June 30, 2005, primarily due to strong demand for and commercial
introduction of your solar cells.  Given the material increase in
revenues, please revise your disclosures to include an analysis of
the underlying reasons and factors contributing to the increase,
required by SAB Topic 13.B.  In addition, where possible quantify
reasons for changes in this and other financial statement line

19. We note from your disclosures on page 14 that you entered into
material supply agreements with Conergy and Solon.  Please revise
Management`s Discussion and Analysis to quantify and discuss any
actual or expected impact of this agreement on your results of
operations, liquidity and capital resources.

Year Ended December 31, 2003 and 2004, page 51

20. We see you have presented the sum of the financial data for
SunPower Corporation for the period from January 1, 2004 to
8, 2004, your pre-merger period, and from November 9, 2004 to
December 31, 2004, your post-merger period and note you are
these combined amounts to improve the comparative analysis.
Notwithstanding your current presentation, please also discuss the
nature of and reason for any material trends, events and
that occurred within each of the referenced combined periods.  For
example, discuss why research and development expenses and
general and administrative expenses during the November 9, 2004 to
December 31, 2004 period decreased significantly as a percentage

Business, page 59
Our Manufacturing, page 69
21. We note that you have entered into contracts for the supply of
polysilicon.  Please revise your disclosure to briefly describe
material terms of these agreements.  Also file these agreements as
exhibits to the registration statement, or tell us why they are
required to be filed.  Refer to Item 601(b)(10)(ii)(B)) of

Facilities, page 73
22. Please revise to indicate whether you expect to finalize the
agreement in principle with Cypress extending the lease for your
primary production facility in the Philippines prior to completion
the offering.  Please also file the agreement as an exhibit to the
registration statement.

Management, Page 74
Board of Directors, page 75
23. You state you intend to have five or six directors, three of
are independent.  As you currently have five directors, please
explain whether you intend to add new directors prior to the
completion of this offering.  Also tell us whether you view the
directors who are employees of Cypress as independent, and if so,
explain why.

Related Party Transactions, page 82
24. We note your disclosure that you retired 14.9 million shares
common stock in exchange for the issuance of 2.5 million shares of
Cypress stock to former stockholders and Mr. Rodgers.  Please
to provide this disclosure on an individual basis for each
participant in the transaction for whom disclosure pursuant to
404 of Regulation S-K is required.  Please present the dollar
of this transaction and quantify the amount of each person`s
in the transaction.

25. Please explain how you determined members of the board of
directors who approved the 2004 reorganization and the January 18,
2005 transactions were "non-Cypress."

26. Please disclose whether the March 2005 and July 2005
were arms-length transactions.  Describe who the members of the
of directors were at that time.

Indemnification for Environmental Matters, page 87
27. Please briefly explain what facilities you have or had other
the Sunnyvale or Philippines facilities subject to this
indemnification.  Please explain whether the liabilities assumed
under the third bullet point are limited by their relation to your

Tax Sharing Agreement, page 87
28. It would appear that Cypress will receive benefits from
SunPower on its consolidated tax returns, but that SunPower`s tax
calculations for filing separately would not include such benefit
under the terms of this Tax Sharing Agreement.  Please disclose
whether the treatment under this agreement is beneficial to
in this respect.

Master Transition Services Agreement, page 88
29. You describe the rates at which Cypress will charge you for
services under the Master Transition Services Agreement at either
"cost" or at the rate charged by other Cypress departments or
subsidiaries using these services. Explain which amount will be
in different circumstances. Explain how appropriate allocations of
salary and benefits will be determined for "cost" purposes.  Also,
explain why other subsidiaries would not be paying "cost" for
services, and whether they would be paying more or less otherwise.

Description of Capital Stock, page 94
30. Please briefly explain the reasons for your reincorporation
California to Delaware.

Underwriting, page 105
31. Please identify any members of the underwriting syndicate that
will engage in any electronic offer, sale or distribution of the
shares and describe their procedures to us.   If you become aware
any additional members of the underwriting syndicate that may
in electronic offers, sales or distributions after you respond to
this comment, promptly supplement your response to identify those
members and provide us with a description of their procedures.
Briefly describe any electronic distribution in the filing.
Also, in your discussion of the procedures, tell us how your
procedures ensure that the distribution complies with Section 5 of
the Securities Act.  In particular:
* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, like the use
indications of interest or conditional offers; and
* the funding of an account and payment of the purchase price.
Finally, tell us whether you or the underwriters have any
arrangements with a third party to host or access your preliminary
prospectus on the Internet.  If so, identify the party and the
website, describe the material terms of your agreement and provide
with a copy of any written agreement.  Provide us also with copies
all information concerning your company or prospectus that has
appeared on their website.  Again, if you subsequently enter into
arrangements like this, promptly supplement your response.

Financial Statements, page F-1

Consolidated Statements of Operations, page F-5

32. We believe that the portion of deferred stock compensation
expense attributable to cost of revenues should be deducted in
determining gross profit.  Accordingly, please revise this
and other sections of your filing to include that portion of the
expense in the cost of revenues section of the income statement.
Please note that, with regard to the remainder of the stock
compensation expense, we do not object to your current

33. We see disclosures on page 45 that you do not record
expense in separate functional categories of your Statement of
Operations.  Please tell us why it is appropriate to not include
amortization in your cost of revenues during the periods
Note the guidance at SAB Topic 11(B).  Revise the filing, as
necessary, based on our comment.

Consolidated Statements of Shareholders` Equity (Deficit), page F-

34. We see in 2005 you issued $4.5 million of warrants in
with promissory notes.  Please tell us why this transaction
equity.  Revise the filing, as necessary, based on our comment.

Note 1. The Company and Summary of Significant Accounting
page F-9

Revenue Recognition, page F-12

35. Please revise your disclosure to describe your revenue
recognition policy with greater specificity.  To the extent that
policy differs among significant product lines (i.e. solar
power products and imaging and infrared detectors, etc.), please
your disclosure product line specific.  Also, please address your
revenue recognition policy as it relates to various marketing
used by the company (i.e. direct sales representatives and
distributors). Also, if the policies and sales practices vary in
different parts of the world those differences should be

Note 2.  Cypress Step Acquisition of SunPower, page F-17

36. We see that effective November 9, 2004, SunPower became a
owned subsidiary of Cypress when Cypress exchanged Cypress common
stock for all outstanding shares of SunPower common stock.  We
see the determination of the fair value of SunPower`s net assets
of May 24, 2002 and November 8, 2004 resulted in valuation
adjustments (intangible assets and related deferred income taxes)
aggregating $3.7 million and $23.2 million, respectively.  Please
revise the note to specifically disclose how you valued the May
and November 2004 consideration issued on each of the referenced
dates.  Tell us how the valuations complied with generally
accounting principles.  Also, tell us how you concluded the excess
the fair value of the consideration issued over SunPower`s net
on these dates only required the recognition of intangible assets
did not impact the historical carrying value of any other
assets and liabilities.  We may have further comments after
your response.

37. We see that you recorded an $18.1 million push down adjustment
related to purchased technology.   Describe to us and revise the
filing to disclose the types of technology you recorded, including
the various stages of development (if applicable).  Discuss the
factors you considered pertinent in concluding that the technology
should be capitalized.

38. Refer to disclosures in your Consolidated Statements of
Shareholders` Equity (Deficit).  Please tell us how you allocated
push down effect between additional paid in capital and
deficit, citing any authoritative literature upon which you relied
support the allocations.  Also, tell us why you believe the
in your accumulated deficit account properly reflect changes in
ownership.  Specifically, tell us why the pre "purchase" deficit
balance was carried forward.  We may have further comments after
reviewing your response.

Note 4. Balance Sheet Components, page F-20

39. We see that the fair value of your property held for sale was
determined by estimated market prices provided by a third party.
Please revise the filing to identify the appraisal firm under
"Experts" and include their consent in this registration
Alternatively, you may state in revised disclosure that management
considered a number of factors, including valuations or
when estimating fair value.  Regardless of your decision, your
disclosure should clearly indicate that management is responsible
the valuation.  Please revise as appropriate.

Note 5. Income Taxes, page F-22

40. Please revise to provide a reconciliation using percentages or
dollar amounts of reported income tax expense to income tax
that would have been reported using statutory rates.  Refer to
paragraph 47 of SFAS 109.

41. We see you are subject to a tax holiday in the Philippines.
Please revise the note to include the dollar and per share effects
the holiday as required by SAB Topic 11(c).

Note 8. Customer Advances, page F-25

42. Please describe to us the significant terms and conditions
related to the customer advances received for expansion of your
manufacturing facility.  Specifically address why these payments
properly classified as an operating cash flow, citing any
authoritative literature upon which you relied.  Also, disclose
balance subject to repayment and the actual or expected repayment

Note 9. Debt, page F-25

43. We see you indicate that several of your notes were repaid
the periods presented.  Please revise your debt footnote
to specifically indicate those debt instruments that were
to equity and those that were repaid with cash.

Note 10. Redeemable Convertible Preferred Stock and Shareholders`
Equity, page F-27

Common Stock, page F-29

44. We see that in March 2005 you issued 35.2 million class A
to Cypress in exchange for the cancellation of $58 million of debt
held by Cypress.  Please tell us and revise the filing to disclose
the nature of the 2005 cash inflow of $19.6 million in your
of cash flows.  It is not clear to us if the inflow is related to
aforementioned exchange transaction.

Stock Option Program, page F-32

45. Please provide us with an itemized chronological schedule
detailing each issuance of your ordinary shares, stock options and
warrants since June 2004 through the date of your response.
the following information for each issuance or grant date:

* Number of shares issued or issuable in the grant
* Purchase price or exercise price per share
* Any restriction or vesting terms
* Management`s fair value per share estimate
* How management determined the fair value estimate
* Identity of the recipient and relationship to the company
* Nature and terms of any concurrent transactions with the
* Amount of any recorded compensation element and accounting
literature relied upon

In the analysis requested above, highlight any transactions with
unrelated parties believed by management to be particularly
of an objective fair value per share determination.  Progressively
bridge management`s fair value per share determinations to the
current estimated IPO price per share.  Also, indicate when
discussions were initiated with your underwriters.  We will delay
assessment of your response pending inclusion of the estimated IPO
price in the filing.

46. We note your intention to file a number of exhibits, including
your legal opinion, by amendment.  Because we may have comments on
these exhibits, and on the related disclosure, please file the
exhibits allowing adequate time for their review.

*   *   *   *   *

As appropriate, please amend your registration statement in
to these comments.  You may wish to provide us with marked copies
the amendment to expedite our review.  Please furnish a cover
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
facilitate our review.  Please understand that we may have
comments after reviewing your amendment and responses to our

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
disclosures they have made.

      Notwithstanding our comments, in the event the company
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
acknowledging that:

?	should the Commission or the staff, acting pursuant to
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
fact that those requesting acceleration are aware of their
responsibilities under the Securities Act of 1933 and the
Exchange Act of 1934 as they relate to the proposed public
of the securities specified in the above registration statement.
will act on the request and, pursuant to delegated authority,
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
at least two business days in advance of the requested effective

      You may contact Eric Atallah at (202) 551-3663 or in his
absence, Jay Webb at (202) 551-3603 if you have questions
comments on the financial statements and related matters.  Please
contact Jay Mumford at (202) 551-3637 or me at (202) 551-3625 with
any other questions.


								Mary Beth Breslin

cc:	Jorge del Calvo, Esq.
	Davina K. Kaile, Esq.
	Stephen M. Wurtzburg, Esq.





Thomas H. Werner
SunPower Corporation
September 21, 2005
Page 1