SecProbe.io

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Mail Stop 0306

April 7, 2005

Ms. Linda Reddick
Chief Financial Officer
Avanex Corporation
40919 Encyclopedia Circle
Fremont, California 94538

	RE:	Avanex Corporation
		Form 10-K for the fiscal year ended June 30, 2004
		Form 10-Q for the quarter ending December 31, 2004
		Form 8-K dated November 1, 2004
      Form 8-K dated January 31, 2005
		File No. 0-29175

Dear Ms. Reddick:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
document
in future filings 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K for the period ending June 30, 2004

Management`s Discussion and Analysis

Results of Operations - Page 19

1. You disclose that there is downward pressure on sales prices
and
cite that the downward pressure is an offsetting factor to
increased
revenues.  Where significant, in future filings please quantify
the
impact of changing prices on revenues.  Refer to Item 303(a) to
Regulation S-K.

Liquidity and Capital Resources - Page 24

2. Pursuant to FR-72, we normally believe that Registrant`s should
present an analysis of cash flows from operating activities.  That
analysis should identify and discuss the underlying drivers of
operating cash flows.  Please note that the form of the cash flow
statement should not drive the substance of this discussion and
that
it is insufficient to present a narrative that mostly lists items
from that financial statement. Please expand future filings, or
tell
us how your existing discussion considers the objectives of the
Release.

Financial Statements

Note 3, Restructuring Charges - Page 59

3. Please expand the roll-forward to present exit plan activity
for
each applicable fiscal year.  Please also note that you should
provide separate roll-forwards for individually distinct exit
plans.
Refer to paragraph 20 to FAS 146.  Refer also to SAB Topic 5-P.4.
Apply in future filings.
4. Please also make more specific disclosure about factors leading
revisions to exit plan accruals.  For instance, what underlying
factors were responsible for the $3.5 million reduction in the
amount
provided for abandoned leased facilities?

Note 6, Goodwill and Other Intangibles - Page 64

5. We see that you evaluate goodwill assuming that you operate as
one
reporting unit and that you use an income approach.  Given that
you
evaluate goodwill on a single reporting unit basis, tell us
whether
the most recent annual evaluation produced a fair value
significantly
different from that derived based on the quoted market price of
your
shares.  If so, supplementally reconcile and explain reasons for
that
difference.

Note 15, Market Sales, Export Sales, Significant Customers and
Concentration of Supply - Page 76.

6. Disclosure of long-lived assets by geographic area under SFAS
131
should present tangible assets only and should not include
intangibles or investments.  See question 22 to the FASB
publication
"Segment Information: Guidance on Applying Statement 131."  Apply
in
future filings.

Controls and Procedures - Page 78

7. We see that your Chief Executive Officer and Chief Financial
Officer, concluded that the Company`s disclosure controls and
procedures are designed, and are effective, to ensure that
information required to be disclosed by the Company in reports
that
it files under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC`s rules
and
forms.  Future filings should also clarify, if true, that your
officers concluded that your disclosure controls and procedures
are
also effective to ensure that information required to be disclosed
in
the reports that you file or submit under the Exchange Act is
accumulated and communicated to your management, including your
chief
executive officer and chief financial officer, to allow timely
decisions regarding required disclosure.  See Exchange Act Rule
13a-
15(e).  Also apply with respect to future Forms 10-Q.

Form 10-Q as of December 31, 2004

Condensed Consolidated Statements of Cash Flows - Page 5

8. In light of the recent acquisitions, tell us why depreciation
and
amortization expense declined from $8.4 million to $4.8 million in
the six month periods.

Note 8, Restructuring - Page 12

9. We see that the acquisition-related "workforce reduction"
accrual
was adjusted for a $1.4 million amount identified as a "recovery."
Acquisition accruals are normally provided under EITF 95-3 and
reversals of those accruals are normally accounted for as
adjustments
to purchase price. Tell us how the "recovery" was accounted for
and
support that your accounting is appropriate in GAAP.  Also tell us
how the accrual, when established, was accounted for and support
that
the initial accounting was appropriate in GAAP.

Note 10, Related Party Transactions - Page 14

10. In future filings, please clarify the nature of the
"acquisition
related only - receivables."

FORM 8-K dated November 1, 2004
FORM 8-K dated January 31, 2005

11. We see that you present certain non-GAAP information in the
form
of an income statement. That adjusted income statement presents
numerous non-GAAP amounts and sub-totals. Disclosures about non-
GAAP
measures should fully conform to the requirements of Item
10(e)(1)(i)
to Regulation S-K and Question 8 to the FAQ Regarding the Use of
Non-
GAAP Financial Measures dated June 13, 2003.  Either delete the
non-
GAAP income statement from all future press releases or expand to
present detailed and specific disclosure of the following for each
non-GAAP measure:
* The substantive reasons why management believes the non-GAAP
measure provides useful information to investors;
* The specific manner in which management uses the non-GAAP
measure
to conduct or evaluate its business;
* The economic substance behind management`s decision to use the
measure; and
* The material limitations associated with the use of the non-GAAP
measure as compared to the use of the most directly comparable
GAAP
measure and the manner in which management compensates for these
limitations when using the non-GAAP measure.
Expanded disclosure should not be generic or cookie-cutter. The
existing disclosures are generic and vague and do not provide the
reader sufficient information.  Show us how you plan to implement
this comment.  We may have further comment upon review of that
response.
12. In addition, we note that you refer to your non-GAAP
information
as "pro forma."  The pro forma terminology has very specific
meaning
in accounting literature, as indicated by Article 11 of Regulation
S-
X. In future filings, please revise your presentation to omit the
pro
forma terminology when referring to your non-GAAP information.

*    *    *    *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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 our review of your filing or in
response to our comments on your filing.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

      You may contact Dennis Hult, Staff Accountant, at (202) 942-
2812 or myself if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
942-2862 with any other questions.  In this regard, do not
hesitate
to contact Brian Cascio, Accounting Branch Chief, at (202) 942-
1791.

							Sincerely,

							Gary Todd
							Reviewing Accountant
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Linda Reddick
Avanex Corporation
April 7, 2005
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