SecProbe.io

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Mail Stop 6010

	December 20, 2005

Jo S. Major, Jr.
President, Chief Executive Officer and
Chairman of the Board of Directors
Avanex Corporation
40919 Encyclopedia Circle
Fremont, California 94538

Re:	Avanex Corporation
	Schedule 14A - Preliminary Proxy Statement
	Filed December 7, 2005
	File No. 000-29175

Dear Mr. Major:

      We have reviewed your filing and have the following
comments.
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
information so we may better understand your disclosure.  After
reviewing this information, we may 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.

Terms of the Amended and Restated Transaction, page 5

1. We note your disclosure in the first paragraph on page 6.
Please
disclose the reasons alleged by the Holders of the Notes in
claiming
that an event of default existed under the Notes.

2. Please disclose how the $3.5 million in aggregate release
amounts
was determined and disclose how the Avanex board of directors
determined that such amounts and the payment thereof were in the
best
interests of the company`s shareholders.  Indicate whether Avanex
sought any modification to the Floor Price or any other
concessions
from the Holders in exchange for the payment of the release
amounts.

Anti-dilution Provisions of the Amended and Restated Notes and the
Amended and Restated Warrants, page 7

3. Please include a chart or other graphical depiction
demonstrating
to the holders of your common stock the differences between the
effects of the anti-dilution provisions of the Amended and
Restated
Notes and the Amended and Restated Warrants as currently in effect
and as modified by the elimination of the floor price limitations
from the anti-dilution provisions of those securities.  For
example,
you may want to indicate the dilution to your common stock holders
that would result under the existing anti-dilution provisions as
compared to those anti-dilution provisions as amended as
contemplated
in your proposal from the sale of your common stock at various
price
points.

Further Information, page 7

4. We note your references to your various periodic reports.
Rather
than referring your shareholders to other filings, please revise
your
proxy statement so that it contains all of the information that
would
be material to your investors in voting on each of your proposals.

* * *

      As appropriate, please revise your proxy statement in
response
to these comments and to update your disclosure.  Please clearly
and
precisely mark the changes to the preliminary proxy statement
effected by the revision, as required by Rule 14a-6(h) and Rule
310
of Regulation S-T.  Please furnish a cover letter with your
revised
proxy statement that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your revised proxy statement and responses to our
comments.

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

      Please direct any questions to Tim Buchmiller at (202) 551-
3635
or to me at (202) 551-3800.

	Sincerely,

	Peggy A. Fisher
	Assistant Director

cc:  	Richard Cameron Blake, Esq.

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Jo S. Major, Jr.
Avanex Corporation
December 20, 2005
Page 1

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