FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Imaoka Kazunori 2. Date of Event Requiring Statement (Month/Day/Year) 07/01/2006 3. Issuer Name and Ticker or Trading Symbol Spansion Inc. [SPSN] (Last) (First) (Middle) SPANSION JAPAN, 1-14 NISSHIN-CHO, KAWASAKI-KU, KAWASAKI-SHI 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Pres. Spansion Japan Ltd. 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) KANAGAWA, MO 210-0024 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Class A Common Stock 8,001 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit Award (1)	01/28/2007	  (3)	Class A Common Stock	20,000	$ (3)	D	Â
Restricted Stock Unit Award (2)	07/28/2006	  (3)	Class A Common Stock	24,003	$ (3)	D	Â
Employee Stock Option (right to buy)	  (4)	12/15/2012	Class A Common Stock	50,000	$ 12	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Imaoka Kazunori SPANSION JAPAN, 1-14 NISSHIN-CHO KAWASAKI-KU, KAWASAKI-SHI KANAGAWA, MO 210-0024	Â	Â	  EVP, Pres. Spansion Japan Ltd.	Â

Signatures

/s/ Kazunori Imaoka		07/14/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The shares subject to the RSU are issued and released as they vest at a rate of 25% on January 28, 2007, and then in equal quarterly segments over the next three years.
(2)	The shares subject to the RSU are issued and released as they vest. 2,000 shares will vest on July 28, 2006, and then in equal quarterly segments through April 28, 2009.
(3)	Each restricted stock unit represents a contingent right to receive one share of Spansion Inc., Class A Common Stock. There is no exercise price or expiration date.
(4)	The options were granted on December 15, 2005 and vest over a four-year period according to the following schedule: One-fourth of the shares subject to the option shall vest on January 28, 2007, and the remaining shares subject to the option shall vest in equal installments quarterly over the remaining 36 months, beginning April 28, 2007.

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