SecProbe.io

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Room 4561

	October 26, 2005

Mr. Frank Galuppo
President and Chief Executive Officer
Amedia Networks, Inc.
2 Corbett Way
Eatontown, New Jersey 07724

Re:	Amedia Networks, Inc.
	Schedule 14A filed October 21, 2005
	File No. 0-22055

Dear Mr. Galuppo:

      This is to advise you that we have limited our review of the
above filing to the matters addressed in the comments below.  No
further review of the filing has been or will be made.  Where
indicated, we think you should revise your document in response 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 explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
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
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

Proposal, Amendment of the Certificate of Incorporation...

Will the Company Be Issuing Additional Shares?, page 7

1. You state that "while [you are] seeking to raise capital on
commercially acceptable terms, at the present moment [you] do[]
not
have any commitment or understanding, whether written or oral, to
issue any of the additional shares of [c]ommon [s]tock."
Accordingly, it appears that you do have current plans or
proposals,
though not any commitments or understandings for the newly
authorized
shares of common stock.  Please revise to provide a materially
complete description of any current plans or proposals you have
for
the newly authorized shares, such as disclosure regarding the
types
of financing arrangements you plan to pursue.  In addition, you
state
that you are seeking to raise capital, but in your disclosure on
page
6 you indicate that you have a $6,000,000 equity line commitment
subject to the effectiveness of a not yet filed registration
statement.  Please reconcile your disclosure regarding your need
for
financing with the fact that you appear to have some financing
already in place.

2. We note your discussion of the possible anti-takeover effects
of
the increase in authorized shares.  Please also discuss other
anti-
takeover mechanisms that may be present in your governing
documents
or otherwise and whether you have any plans or proposals to adopt
other provisions or enter into other arrangements that may have
material anti-takeover consequences.

*              *              *              *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings includes all information required under the Exchange Act
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 the
disclosures
they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Daniel Lee at (202) 551-3477, or Anne
Nguyen,
Special Counsel, at (202) 551-3611, with any questions.  If you
need
further assistance, you may contact me at (202) 551-3730.

	Sincerely,

	Barbara C. Jacobs
	Assistant Director

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