SecProbe.io

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Mail Stop 6010

      September 23, 2005

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

	RE:	Bookham, Inc.
		Form 10-K for the period ended July 2, 2005
		File No. 0-30684
		Form S-3 Amendment No. 1
		File No. 333-127546
		Filed September 9, 2005

Dear Mr. Abely:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3/A filed September 9, 2005

Recent Events, page 49
1. Tell us whether Creekside is a business.  That is, describe
your
consideration of EITF 98-3.  If Creekside is a business, tell us
when
you anticipate providing S-X Rule 3-05 financial statements and
Article 11 pro forma data.
2. As a related matter, if Creekside is not a business tell us why
you should not provide pro forma data under S-X Rule 11-01(a)(8).
We
see, for instance, the significance of the acquired assets to your
total assets as of July 2, 2005.
3. You state that you purchased all of the share capital of
Creekside.  Please tell us what you paid to acquire those shares.
Clarify how you accounted for and valued that consideration.
4. Tell us how you intend to value the acquired assets and assumed
liabilities. Also, clarify how you intend to record those assets
and
liabilities in your financial statements. Support your planned
accounting in GAAP.
5. Your disclosure suggests that Deutsche Bank or its subsidiaries
is
responsible for payments to Creekside and that Creekside is then
to
pass the bulk of the receipts back to Deutsche Bank or its
subsidiaries.  In a written response explain in more detail the
business purpose of the arrangement, the origin of the leases,
Creeksides` involvement with those leases before and after the
transaction, and the nature and sources of the historical and
expected cash flows to and from Creekside.  Further clarify the
participation of Deutsche Bank and its subsidiaries with the
leases
and the cash flows.  Your response should be detailed and specific
in
explaining the evolution and terms of the arrangements.
6. Tell us whether and the extent to which you have assumed credit
risk on the subleases.  That is, tell us and disclose what happens
if
the underlying lessee(s) default.  Clarify whether the aircraft
are
ultimately in use by or leased to an entity (or entities) other
than
Deutsche Bank or its subsidiaries and explain what happens if that
entity (or entities) default. Clarify who is entitled to the
aircraft
collateral in the event of default. Given the significance of the
acquired assets to your balance sheet and the fact that you have
not
traditionally been engaged in aircraft leasing, clarify how you
plan
on assessing and managing credit risk.
7. You state that Creekside is to be administered by a subsidiary
of
Deutsche Bank to ensure that Creekside "complies with its
obligations
under the lease agreements."  If Creekside has obligations beyond
repayment of the loans please tell us about those obligations.
Also
describe Deutsche Bank`s rights and obligations as the
administrator.

8. Please tell us what you mean by a "head lease."  Clarify the
significance of Creekside being identified as the "head lessee."
As
head lessee, clarify the nature and extent of Creekside`s
association
with the underlying aircraft.
9. Please clarify the extent to which the expected cash flows to
Bookham as described in the first paragraph are dependent on
utilization of Bookham`s tax losses.  You indicate in a risk
factor
on page 13 that there is cash flow risk if you are not able to use
or
generate tax losses.  Tell us about the nature and extent of any
contingencies related to use of those tax losses, including the
nature and extent of any risk if the arrangement is questioned by
government tax examiners.
10. Please note that we may have comment about disclosure once we
review the responses to these comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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  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) 551-
3618 or myself at (202) 551-3605 if you have questions regarding
these comments.  In this regard, do not hesitate to contact Brian
Cascio, Accounting Branch Chief, at (202) 551-3676.

							Sincerely,

							Gary Todd
							Reviewing Accountant

cc:	Eduardo Aleman, Staff Attorney
	John A. Burgess
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Stephen Abely
Bookham, Inc.
September 23, 2005
Page 4

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