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EMCORE Corporation Response Letter to SEC Comments

      EMCORE
      Corporation

      Thomas
      G. Werthan

      Chief
      Financial Officer

      145
      Belmont Drive

      Somerset,
      NJ 08873 USA

      Tel:
       (732)
      302-4031

      Fax:
       (732)
      627-8769

      Email: tom.werthan@emcore.com

      Web: www.emcore.com

March 11,
2005

VIA
EDGAR AND FEDERAL EXPRESS

United
States Securities and Exchange Commission

Division
of Corporation Finance

Attn:
Brian Cascio

450 Fifth Street, N.W.

Washington,
D.C.  20549

    Re:

      SEC
      Comment Letter dated February 11, 2005 regarding EMCORE Corporation’s 10-K
      for the fiscal year ended September 30, 2004.  File
      No. 000-22175

Dear Mr.
Cascio:

EMCORE
Corporation (“Emcore”) submits the following responses to the questions raised
in your letter, dated February 11, 2005, to Thomas G. Werthan. For ease of
reference, we have reproduced your questions below in italics with our responses
following.

Form
10-K for the fiscal year ended September 30, 2004

Item
7. Management’s Discussion and Analysis

Results
of Operations - Page 49

Discontinued
Operations

    1.

      We
      see that you sold your TurboDisc business in 2003. In future filings,
      consider including the followings in your MD&A discussion related to
      the discontinued business:

    a.

      Discuss
      the likely effects on reported results and liquidity of material
      contingent liabilities, such as product or environmental liabilities or
      litigation, that may remain with you notwithstanding disposal of the
      underlying business;

Response:
In November 2003, we sold our TurboDisc equipment product line to VEECO
Instruments, Inc. The transaction was an asset deal that included accounts
receivables, inventory, accounts payables and accrued expenses of the product
line as well as some intangibles. As such, we have no material contingencies. As
part of the Asset Purchase Agreement, we did provide general representations and
warranties that survive for 24 months. To date, the buyer has not contacted us
regarding any breaches of representations and/or warranties, and Management
believes there are no breaches.   We will discuss the effects, if any,
on reported results and liquidity in future filings.

1

    b.

      If
      you retain a financial interest in the discontinued component or in the
      buyer of that component that is material to you, include a discussion of
      known trends, events, and uncertainties, such as the financial condition
      and operating results of the issuer of the security that may be reasonably
      expected to affect the amounts ultimately realized on the
      investments.

Refer
to SAB Topic 5-Z and FIN 45.

Response:
We maintain no financial interest in the discontinued component or in the buyer
of the product line, except for, as disclosed in the 10-K, we can receive up to
an additional $20 million based solely on the revenue performance of the product
line during Calendar 2004 and Calendar 2005. We have relied on information from
Veeco for our earn-out estimates. We do not believe we are in a position to
meaningfully comment on the trends, events, financial condition or operating
results of Veeco or its capital equipment business. We believe we have
adequately disclosed all information relating to this potential receipt of
funds. In future filings, we will add to our existing disclosure to emphasize
that the TurboDisc transaction was a sale of assets. Supplementally, we direct
the Staff’s attention to our 8-K dated February 17, 2005 updating the status of
the earn-out.

Severance
Charges/Restructuring - Page 52

    2.

      We
      see your MD&A disclosure of your severance/restructuring charges. In
      future filings provide the following additional disclosures for each
      separate restructuring activity:

    a.

      Describe
      the specific conditions or events leading management to realign or
      consolidate certain operations, including specific factors related to
      products, processes, customers and/or market
    conditions;

    b.

      Identify
      the number and describe the nature of the positions being
      eliminated;

    c.

      Disclose
      the intended effects of your restructuring on your financial position,
      future operating results and
liquidity;

    d.

      Discuss
      details of each of the charges and how these amounts were
      determined;

    e.

      Quantify
      the anticipated and actual cost savings derived from your restructuring
      efforts during the periods presented.

Refer
to SFAS 146, EITF 94-3 and SAB Topic 5-P

Response:
After reviewing your comment, we intend to enhance our MD&A severance
disclosure in future filings to be compliant with SFAS 146, EITF 94-3 and SAB
Topic 5-P.

Impairment
Charges - Page 54

    3.

      We
      note your disclosure of $30.8 million non-cash impairment charges related
      to fixed assets in fiscal 2002. Supplementally tell us and in future
      filings include the following additional
  disclosures:

    (a)

      Describe
      the facts and circumstances leading to the impairment. What specific
      events occurred that caused the impairment and when did those events
      occur?

    (b)

      Disclose
      the method and significant assumptions used to determine the fair
      value.

Response:
The disclosure of our fiscal 2002 impairment charge in the fiscal 2004 annual
report was not as detailed as the original disclosure in the fiscal 2002 annual
report. EMCORE reviews long-lived assets on an annual basis or whenever events
or circumstances indicate that the assets may be impaired. At the beginning of
2001, the telecommunications industry experienced a dramatic downturn and has
since remained very volatile. By December 2001, EMCORE completed the
construction of several new facilities in anticipation of expanding market
prospects. Business forecasts updated in fiscal 2002

2

indicated
significantly diminished prospects and as a result of these circumstances,
management determined that the long-lived assets should be assessed for
impairment. Because of the prolonged economic downturn affecting our operations
and expected future sales and as we determined that the continued decline in
market conditions within our industry was significant, we recorded charges to
long-lived assets totaling $30.8 million based on the amounts by which the
carrying amounts of these assets exceeded their fair value. Of the total
impairment, $23.5 million related to a non-cash fixed asset impairment charge to
EMCORE’s Electronic Materials and Devices and Fiber Optics operating segments.
The fair values of the assets were determined based upon a calculation of the
present value of the expected future cash flows to be generated by its
facilities. The remainder of the impairment charge totaling $7.3 million related
to certain manufacturing assets that were disposed of. Such decision was made
based upon the downturn in the economic environment that affected certain
product lines causing these manufacturing assets to become idle. Fair value was
determined based on discounted future cash flows for the operating entities that
had separately identifiable cash flows. We assumed a cash flow period of 10.75
years and an average discount rate of 5%. The long-term annual growth rates were
higher in the early years of the cash flow period, representing our estimated
growth in the period of industry recovery, and a reduced growth rate in the
later years. The assumptions supporting the estimated future cash flows for the
impairment analyses, including the long-term annual revenue growth rates and
discount rates reflect management’s best estimates. The discount rates were
based upon our weighted average cost of capital as adjusted for the risks
associated with our operations.

If any
impairments arise in the future, we will provide the requested additional
disclosures.  We note that the disclosure related to non-cash impairment
charges for fixed assets in fiscal 2002 will not be applicable in our fiscal
2005 10-K filing.

    4.

      In
      addition, supplementally and in future filings provide more
      details of the inventory impairments recorded during each of the
      periods. Please clarify whether the impaired inventory is
      subsequently sold, scraped or otherwise disposed. The impact of any sales
      of this inventory on gross margins should also be addressed in future
      filings.

Response:
EMCORE reserves against inventory once it has been determined that conditions
exist which may not allow it to be sold for its intended purpose, the
inventory’s value is determined to be less than cost or it is determined to be
obsolete. The charge related to inventory reserves is recorded as a cost of
revenue. Inventory identified as obsolete is generally disposed of. There have
been no significant sales transactions involving inventory previously
written-down or written-off in a prior period that would have impacted gross
margins. EMCORE evaluates inventory levels at least quarterly against sales
forecasts on a part-by-part basis, in addition to determining its overall
inventory risk. Reserves are adjusted to reflect inventory values in excess of
forecasted sales, as well as overall inventory risk assessed by management. If
future demand or market conditions are less favorable than our estimates,
additional inventory write-downs may be required. In fiscal 2002, as a result of
the business downturn and declining demand for our telecommunications products,
EMCORE wrote down a substantial portion of its inventory as sales forecasts
continued to decline. The recorded charge of $7.3 million related to
discontinued product lines, excess and obsolete inventory. We have incurred, and
may in the future incur, charges to write down our inventory. While we believe,
based on current information, that the amount recorded for inventory is properly
reflected on our balance sheet, if market conditions are less favorable than our
forecasts, our future sales mix differs from our forecasted sales mix, or actual
demand from our customers is lower than our estimates, we may be required to
record additional inventory write-downs.

We will
comply with the Staff’s request in future filings.

Liquidity
and Capital Resources - Page 57

    5.

      We
      note that your accounts receivable balance increased significantly for the
      fiscal year ended 2004 when compared with the fiscal year ended 2003. In
      future filings provide details of the reasons for the significant changes
      in balance sheet amounts.

Response:
We will comply with this request in future filings.

3

      6.

       In
      future filings, remove the subtotal and caption “adjusted loss from
      continuing operations” from the disclosures on page 58 or tell us how this
      non-GAAP measure complies with the requirements of Item 10 or Regulation
      S-K.

Response:
We will comply with the Staff’s request in future filings by removing
the non-GAAP measure from the table.

    7.

      Please
      provide details of how the $12.3 million gain on early extinguishment of
      debt was determined. In addition, tell us whether the conversion price of
      $8.06 per share represents fair market value at the date of the note
      exchange.

Response:
In response to your comment, below you will find supplementary disclosure
related to our $12.3 million gain on early extinguishment of debt, and our
calculation of how the conversion price of $8.06 per share represents fair
market value at the date of our note exchange:

GAIN
CALCULATION:

The gain
is calculated in the table below:

      in
      millions (except $/ share data)

      Debt
      eliminated

      $

      146.0

      Less:
      New notes issued

      (80.3

      )

      New
      common stock issued

      (51.1

      )

      Gain
      from net debt/equity eliminated

      $

      14.6

      Write-off
      of deferred financing costs related to debt tendered

      (2.3

      )

      Total
      gain from early debt extinguishment

      $

      12.3

The total
gain from early debt extinguishment was calculated in accordance with Paragraph
21 of APB 26, Early Debt Extinguishment, which states, “The extinguishment of
convertible debt before maturity does not change the character of the security
as between debt and equity at that time. Therefore, a difference between the
cash acquisition price of the debt and its net carrying amount should be
recognized currently in income in the period of extinguishment as losses or
gains.”

FAIR
MARKET VALUE OF CONVERSION PRICE CALCULATION:

The terms
of our New Note Exchange Offer contained a 50% conversion premium over the
closing price of the last trading session prior to the time the terms of the
Exchange Offer were fixed (the “Closing Price”). The Closing Price on December
24, 2003, the date of our Tender Offer statement filed with the SEC, was $5.37.
This set the conversion price at $8.06.

Financial
Statements

Note
2: Summary of Significant Accounting Principles and
Policies

Valuation
of Goodwill and Intangible Assets - Page 71

    8.

      Supplementally
      and in future filings provide more details of the goodwill impairment
      test, including when the test is performed each year and the reporting
      units identified and used in the test. In addition, provide more details
      of the results of the most recent test, which did not result in any
      impairment.

4

Response:
EMCORE evaluates its goodwill for impairment on an annual basis, during the
quarter ended March 31st, or whenever events or changes in circumstances
indicate that the carrying value may not be recoverable. Circumstances that
could trigger an impairment test include but are not limited to: a significant
adverse change in the business climate or legal factors; an adverse action or
assessment by a regulator; unanticipated competition; loss of key personnel; the
likelihood that a reporting unit or significant portion of a reporting unit will
be sold or otherwise disposed; results of testing for recoverability of a
significant asset group within a reporting unit; and recognition of a goodwill
impairment loss in the financial statements of a subsidiary that is a component
of a reporting unit. The determination as to whether a write down of goodwill is
necessary involves significant judgment based on the short-term and long-term
projections of the future performance of the reporting unit to which the
goodwill is attributed. The assumptions supporting the estimated future cash
flows of the reporting unit, including the discount rate used, reflect
management’s best estimates.

During
fiscal 2004, we recorded no impairment charges on any of EMCORE’s patents, other
intangibles assets, or goodwill. As part of our quarterly review of financial
results, we did not identify any impairment indicators suggesting that the
carrying value of our goodwill may not be recoverable. We tested for impairment
of goodwill on an annual basis. Under the first step of the SFAS No. 142
analysis, the fair value of the reporting units was determined. Based on that
analysis, we determined that the carrying amount of the reporting units within
the Electronic Materials and Devices, Photovoltaics and Fiber Optics operating
segments did not exceed their fair value.

In future
filings we will provide more details of the goodwill impairment
test.

Revenue
Recognition - Page - 72

    9.

      We
      note on page 22 that you utilize distributors to market products in
      certain foreign locations. Please tell us whether you recognize revenue
      upon shipment of product to distributors or upon shipment of product to
      third party customers of distributors. If you recognize revenue on
      shipment of prod