United States securities and exchange commission logo

                             January 7, 2022

       William Brennan
       Chief Executive Officer
       Credo Technology Group Holding Ltd
       1600 Technology Drive
       San Jose, CA 95110

                                                        Re: Credo Technology
Group Holding Ltd
Statement on Form S-1
                                                            Filed January 3,
                                                            File No. 333-261982

       Dear Mr. Brennan:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1


   1.                                                   We note that Exhibit
10.17 contains a reference to an Exhibit E which does not appear in
                                                        the filing. Please
refile your exhibit with the omitted Exhibit E.
   2.                                                   We note that counsel's
opinion as to Sales Shares having been duly authorized, legally
                                                        issued, fully paid, and
non-assessable appears limited by the proviso, "Based solely of
                                                        our inspection of the
Register of Members." Please request counsel to separate or
                                                        otherwise revise
paragraph 3.2 of Exhibit 5.1 so that the foregoing opinion is not thus
 William Brennan
FirstName  LastNameWilliam Brennan
Credo Technology Group Holding Ltd
January    NameCredo Technology Group Holding Ltd
        7, 2022
Page 2 7, 2022 Page 2
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration

       You may contact Effie Simpson at 202-551-3346 or Martin James at
202-551-3671 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Perry Hindin at 202-551-3444 with
any other


                                                           Division of
Corporation Finance
                                                           Office of
cc:      Alan Denenberg