SecProbe.io

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Mail Stop 0306

April 8, 2005

Mr. Stephen Abely
Chief Financial Officer
Bookham, Inc.
2584 Junction Avenue
San Jose, California 95134

	RE:	Bookham, Inc.
		Form 10-K for the transition period ended July 3, 2004
		File No. 0-30684

Dear Mr. Abely:

      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/A for the transition period ending July 3, 2004

Financial Statements

 Consolidated Balance Sheets - Page F-3

1. In future filings please present goodwill and intangibles
separately on the face of the balance sheet.  Refer to paragraphs
42
and 43 of SFAS 142.

2. We see nearly $14 million of assets held for sale.  In the
footnotes or in MD&A more specifically describe the components of
these assets, the plan for and status of disposition and how fair
value was determined. Also clarify why you believe the recorded
amount is recoverable.  Apply in future filings.

Consolidated Statements of Operations - Page F-4

3. We refer to the profit on disposal of property and equipment of
$5.3 million in the six month period ended July 3, 2004 and $3
million in the year ended December 31, 2003.  We generally believe
that gains and losses resulting from write-down or sale of assets
previously used in operations should be classified as operating
items
in the income statement.  Refer to paragraph 45 to FAS 144.
Revise
future filings or advise us why you consider the present
classification appropriate.

Notes to Consolidated Financial Statements

Note 6, Commitments and Contingencies - Page F-19

4. We see that rent expense for the six months ended July 3, 2004
totaled less than $2 million while rent for 2005 is expected to
total
more than $13 million.  Supplementally explain factors leading to
the
apparent significant increase in expected rent for 2005 over the
historical amount for the 2004 transition period.  Does the amount
disclosed for the six month period include all rent expense?

5. Under litigation, your assertions about the potential impact of
pending matters should also address results of operations and cash
flows.  Alternatively, you may express those assertions in terms
of
the financial statements taken as a whole. Apply in future
filings.

Note 7, Restructuring - Page F-22

6. In future filings you should provide separate disclosure of
amounts provided for acquisitions under EITF 95-3, amounts
provided
for exit plans accounted for under SFAS 146 and impairments
accounted
for under SFAS 144.  The cash and non-cash components of exit
charges
should be clearly distinguished. The column "amounts paid or
written-
off" should be disaggregated to separately present cash payments
from
other reductions. You should also clarify the expected period of
payment for cash liabilities and clarify when each restructuring
plan
is expected to be completed.

Note 12, Segments of an Enterprise and Related Information - Page
F-
33

7. 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.

Note 13, Business Combinations - Page F-35

8. In future filings please specifically indicate the primary
reasons
for acquisitions, including specific identification of the factors
that contribute to a purchase price resulting in recognition of
goodwill.  Refer to paragraph 51b of SFAS 141.

9. Please expand to provide a condensed balance sheet for each
acquired company.  It is not sufficient to identify acquired
tangible
assets in a net amount.  Refer to paragraph 51e to SFAS 141.
Pursuant to paragraph 32 to SFAS 95, you should also clarify the
cash
and non-cash effects of acquisition transactions.  That is, you
should reconcile the purchase price to the cash impact disclosed
on
the statement of cash flows.  Apply in future filings.

10. We see the substantial goodwill recorded in 2004 and 2003.  In
light of your losses and operating cash burn, MD&A should include
detailed and specific disclosure about how you evaluated goodwill
for
recoverability, including more detail about why you believe that
recorded goodwill is recoverable. We see the disclosure on page 22
under "Impairment of Goodwill and Intangibles;" however, your
disclosure about this matter should be more robust.  Please
appropriately expand future filings.

Valuation and Qualifying Accounts - Page 48

11. We see that inventory provisions for 2004 and 2003 are
"credits"
to costs and expenses.   Pursuant to SAB Topic 5-BB, inventory
charges are permanent reductions to inventory cost that should not
be
reversed until the related inventory is sold or otherwise
disposed.
Accordingly, the addition charged to expense should not normally
be a
"credit."  Supplementally support that your method is faithful to
the
requirements of SAB Topic 5-BB.

Form 10-Q dated October 2, 2004

Management`s Discussion and Analysis - Page 15

Gross Margin - Page 17

12. We refer to the profits of $3.8 million on inventory carried
at
zero value which was sold during the quarter ended October 2,
2004.
We also see that you expect to sell more of this zero value
inventory
in subsequent periods.  In future filings, please clarify how much
zero value inventory remains in stock. To the extent known, also
clarify the expected period of liquidation.

Form 10-Q dated January 1, 2005

Item 4 Controls and Procedures - Page 41

13. We refer to the material weakness brought to your attention by
your auditors, as reported on in the Form 10-Q dated October 2,
2004
(page 34).  It appears that the currency translation adjustments
that
were improperly recorded in the statement of operations were
corrected prior to release of the Form 10-Q for that period.  You
indicate that Bookham was in the process of implementing
procedures
designed to assure appropriate accounting for currency adjustments
in
the future.  Future filings should more specifically address the
steps you took to mitigate the identified material weakness.  We
would expect that changes in response to the material weakness
reported on in the fiscal quarter ending October 2, 2004 would
meet
the criteria of a reportable change.  Apply in future filings.
Also
respond supplementally.

Form 8-K dated October 26, 2004
Form 8-K dated February 1, 2005

14. 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, including 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 do not provide sufficient information.  Show
us
how you plan to implement this comment.  We may have further
comment
upon review of that response.

15. As a related matter, you should also apply this comment to the
disclosure of non-GAAP operating cash burn. With respect to that
item, we do not see all of the disclosures.

*    *    *    *

	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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Stephen Abely
Bookham, Inc.
April 8, 2005
Page 6

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