SecProbe.io

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Room 4561

								June 17, 2005

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

	Re:    	Occam Networks, Inc.
		Registration Statement on Form S-1
		Filed May 19, 2005
		File No. 333-125060

Dear Mr. Carl:

      We have limited our review of the above-referenced Form S-1
registration statement to the cover page, selling shareholder
table
and the description of stock.  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 welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.

General
1. Please be advised that all comments relating to the Form10-K
for
the year ended December 31, 2004 and to the pending application
for
confidential treatment must be resolved before you seek
acceleration
of the effective date of the above-cited registration statement.
Cover Page
2. Please ensure that you refer to the separate distribution of
shares conducted as a rights offering.  Similarly, the cover page
to
the rights offering prospectus should contain a corresponding
reference to this resale distribution.

Selling Stockholders
3. Please identify the natural person or persons who have sole or
shared voting and/or investment power over each of the entities
listed in the table.  This disclosure may be included in the
footnotes to the table.  See interpretation 4S of the Regulation
S-K
portion of the March 1999 supplement to the Corporation Finance
Manual of Publicly Available Telephone Interpretations, as well as
interpretation I.60 of the July 1977 version of the telephone
interpretations manual.
4. Please tell us whether any of the selling shareholders are
affiliates of a registered broker-dealer.  If so, please identify
them as such and disclose whether the sellers purchased the shares
in
the ordinary course of business and at the time of the purchase of
the securities to be resold, the sellers had any agreements or
understandings, directly or indirectly, with any person to
distribute
the securities.

Description of the Series A-2 Convertible Preferred Stock
5. We note your disclosure on page 35 under the caption
Insufficient
Authorized Common Stock regarding the "issuance of all the Series
A-2
preferred stock offered hereby. . . ."  As this registration
statement is limited to the resale transactions, it is unclear how
this sentence relates to the registration statement.  Please
revise
or advise.

      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
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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* 		should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to
the
filing;

*	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* 	the company may not assert this action 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      Any questions should be directed to Maryse Mills-Apenteng at
(202) 551-3457 or, in her absence, the undersigned at (202) 551-
3462.
If you still require further assistance, you may contact Barbara
C.
Jacobs, Assistant Director, at (202)-551-3730.

								Sincerely,

      			Mark P. Shuman
      			Branch Chief - Legal

cc:  	Via facsimile:  650-493-9300
      Lance E. Brady, Esq.
      Wilson Sonsini Goodrich & Rosati, PC
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Robert L. Howard-Anderson
Occam Networks, Inc.
June 17, 2005
Page 1

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