SecProbe.io

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Mail Stop 4-6

								August 27, 2004

Robert L. Howard-Anderson
President and Chief Executive Officer
Occam Networks, Inc.
77 Robbin Hill Road
Santa Barbara, CA  93117

 	Re:    	Occam Networks, Inc.
		Preliminary Proxy Statement
		Filed on August 12, 2004
		File No. 0-30741

Dear Mr. Howard-Anderson:

We have limited our review of your filing to matters relating to
proposal one, specifically the increase in the number of authorized
shares and the re-adoption of the supermajority voting provisions in
the certificate of incorporation.  Based on this limited review, we
have the following comments.  Where indicated, we think you should
revise your documents 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.  Below, 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 comment or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

Proposal One:  Amendment to Increase Authorized Shares
1. We are unable to discern your existing capital structure based on
the information provided.  Please disclose in a table or similar
format for both your existing and proposed capital structure, the
number of shares your common stock that will be: (i) issued and
outstanding; (ii) authorized and reserved for issuance; and (iii)
authorized but unreserved.
2. Please tell us and disclose if applicable the effect of an
unfavorable vote on the proposal to increase the number of authorized
shares of common stock in connection with the purposes listed on page
7.  Will a negative vote have any impact on the contractual
obligations between the Company and the holders of the Series A-2
preferred?
3. We note that you intend to conduct a rights offering and that you
have made several public announcements regarding your intent.  It
appears that you are relying on Rule 135 in issuing these various
notices regarding the rights offering.  If so, please provide us with
your analysis of how the notices you have issued comply with Rule
135.
4. We note that you have included under proposal one the re-adoption
of the supermajority voting provisions in the certificate of
incorporation.  The issues of increasing the number of authorized
shares of common stock and revising the voting requirement for
certain articles of the certificate of incorporation are separate
issues that should be presented separately. To the extent that the
proposal to increase the number of authorized shares depends on the
passage of the proposal to change the voting requirement, please
include a discussion in each proposal describing the
interrelationship between the two proposals and the impact of a
negative vote on the related proposal.  In addition, note that you
must include a separate line item on the proxy card for the revised
proposal.  See SEC Release No. 34-31326.
5. Revise the disclosure regarding the plans to increase authorized
shares and re-adopt a supermajority voting requirement for certain of
your articles so that it conforms in all material respects with anti-
takeover disclosure guidelines outlined in SEC Release 34-15230.
Note specifically that all of the information which is related to the
proposal should be set forth in one place in the materials and that
if disclosure in more than one place cannot be avoided, cross-
references may be used.  In addition, when more than one anti-
takeover proposal is included in the proxy statement, they should not
be separated by unrelated proposals and should be set forth in a
prominent place.
6. What other provisions of your articles, bylaws, or other governing
documents have material anti-takeover consequences?  Are there any
plans or proposals to adopt other provisions or enter into other
arrangements that may have material anti-takeover consequences?
Inform holders that management might use the additional shares to
resist or frustrate a third-party transaction providing an above-
market premium that is favored by a majority of the independent
shareholders.  See also SEC Release 34-15230 regarding specific
disclosure guidelines relating to supermajority voting provisions.

	Except for above-cited matters, we have not and do not intend to
conduct any review of the information statement.  In view of our
limited review, all persons who are by statute responsible for the
adequacy and accuracy of the filing are urged to be certain that all
information required pursuant to the Securities Act of 1933 has been
included.

An amended filing should be filed on the Commission`s EDGAR system.
In conjunction with your filing, please address the staff`s comments
in a response letter.  Any questions should be directed to Maryse
Mills-Apenteng at (202) 942-1861.  If you need further assistance,
you may contact Mark P. Shuman at (202) 942-1818.

							Sincerely,

							Barbara C. Jacobs
							Assistant Director

cc:  	Ron Hughes, Corporate Counsel
	Occam Networks, Inc.

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