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corresp

May 27, 2005

VIA EDGAR

Gary Todd

Reviewing Accountant

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street N.W.

Washington, DC 20549-0306

    RE:

    Bookham, Inc.

    Form 10-K/A for the transition period ended July 3, 2004

    Form 10-Q dated October 2, 2004

    Form 10-Q dated January 1, 2005

    Form 8-K dated October 26, 2004

    Form 8-K dated February 1, 2005

    File No. 000-30684

Dear Mr. Todd:

Set forth below are responses to your letter dated April 8, 2005 (the “Comment Letter”), regarding
the Form 10-K/A for the transition period ended July 3, 2004,
Form 10-Q dated October 2, 2004, Form 10-Q dated January 1, 2005,
Form 8-K dated October 26, 2004, Form 8-K dated February 1, 2005 of Bookham, Inc. (the “Company” or
“we”). All responses correspond to the sequential numbering of the comments and the headings used
in the Comment Letter by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”). Management of the Company also reaffirms our responsibility for the accuracy and
adequacy of the disclosures that have been made in our filings. Furthermore, we acknowledge that
the comments made by the Staff, and any resulting modifications of our disclosures, do not
foreclose the Commission from taking any action with respect to our filings and that 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.

Our responses to the Comment Letter are as follows:

Form 10-K/A for the transition period ended 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.

    Response:

    The Company acknowledges the Staff’s comment and will comply in future
filings.

    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.

    Response:

    The Company acknowledges the Staff’s comment and will comply 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.

    Response:

    The Company acknowledges the
Staff’s comment and will implement the revised classification in
future filings.

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?

    Response:

    The amount disclosed for the six months ended July 3, 2004 included all
rent expense. Three primary factors contribute to the increase in our expected minimum
lease payments for 2005:

    I) Our estimations of minimum
lease payments for the twelve month period ended July 2, 2005 are not directly
comparable to the rent expense incurred during the six month
transition period ended July 3, 2004, primarily due to the
difference in the length of the periods reported as well as the underlying nature of
rent expense as opposed to lease payments.

    II) As part of the fair value assessment performed after our purchase of New
Focus, Inc. (“New Focus”), certain leased properties were deemed to be excess
facilities at the time of purchase by Bookham. As a result, we reserved for
the expected costs of these excess facilities through our restructuring
accrual and charged the restructuring expense category accordingly.
Therefore, in the year ended July 2, 2005, we expect to incur operating lease
payments of

    approximately $6.6 million from these acquired leases for which there will be
no corresponding rent expense in the period.

    III) Bookham also assumed the rental obligations of certain other leased
facilities of New Focus. These additional obligations will result in
approximately $5.8 million of additional rent expense and related minimum
lease payments during the fiscal year 2005. Furthermore, because we acquired
New Focus in March 2004, rent expense associated with these leased facilities
in the six months ended July 3, 2004 does not reflect a full six months of
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.

    Response:

    The Company acknowledges the Staff’s comment and will comply 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.

    Response:

    The Company acknowledges the Staff’s comment and will comply in future
filings.

    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.

    Response:

    The Company acknowledges the Staff’s comment and will comply 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.

    Response:

    The Company acknowledges the Staff’s comment and will comply in future
filings.

    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.

    Response:

    The Company acknowledges the Staff’s comment and will comply 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.

    Response:

    The Company acknowledges the Staff’s comment and will comply in 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.

    Response:

    The Company understands that according to SAB Topic 5-BB
“...a write-down of inventory to the lower of cost or market at the close of a fiscal
period creates a new cost basis that subsequently cannot be marked
up...” and management believes
Bookham adheres to that requirement. The column “Charged to Costs and Expenses”
relating to the Inventory Provision on our Schedule II: Valuation and

    Qualifying Accounts
(“Schedule II”) included in our Form 10-K/A for the
transition period ended July 3, 2004, consists of two items. First, it
correctly includes additional expenses resulting from increases in
write-downs of inventories due to our excess or obsolete assessments.
Second, in preparing our response to the Commissions Comment Letter, we
recognized that the “Charged to Costs and Expenses” column erroneously includes reductions to the inventory
provision due to the sale through of previously adjusted inventory to end
customers. These provision releases typically would be reflected in the
“Deductions/Write-Offs” column, in this instance, however, the
misclassification has resulted in a net credit being presented in the
“Charged to Costs and Expenses” column. Accordingly, for both the
year ended December 31, 2003 and the period ended July 3, 2004, properly
included additional inventory provision charges (or write-downs) of $2.2
million and $1.5 million, respectively, were offset by improperly included
inventory provision releases of $4.6 million and $3.6 million, respectively.
Had we properly classified the movements in the inventory provision, the
table would have been as follows:

    Valuation and Qualifying Accounts

    Additions

    Balance of

    Exchange

    Charged to

    Beginning

    Rate

    Costs and

    Deductions

    Balance at

    of Year

    Movements

    Expenses

    Write Offs

    End of Year

    (in thousands)

    Period Ended July 3, 2004

    Inventory Provision

    $
    16,801

    $
    378

    $
    1,508

    $
    (2,223
    )

    $
    16,464

    Year Ended December 31, 2003

    Inventory Provision

    $
    23,525

    $
    1,760

    $
    2,199

    $
    (10,683
    )

    $
    16,801

    We report our inventory balances at net book value, which approximates
the lower of cost or market value. We consider the inventory provision,
which we track primarily for internal purposes, to be permanent write-downs
of inventory. In keeping with the permanent write-down treatment, we
note that in accordance with Rule 12-09 of Regulation S-X, only valuation
reserves included in the

    balance sheet are to be presented in Schedule II. Therefore, we have also
erroneously included the movements of the inventory provision on Schedule II.

    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.

    Response:

    The Company acknowledges the Staff’s comment and will comply in future
filings.

    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.

    Response:

    Subsequent to becoming aware of a material weakness in our system of
reporting currency translation adjustments, we enacted two steps to address the
weakness:

    A) Subsequent to filing our Form 10-Q dated October 2, 2004, the Company has
employed two key individuals with significant consolidations and SEC
reporting experience. We feel that this enhances our ability to
independently research, interpret and comply with SFAS 52 “Foreign Currency
Translation”, as well as addressing other pronouncements and issues relating
to multi-national accounting and reporting which may arise.

    B) We have implemented a new consolidations program, Frango, developed by
Cognos Controller, Inc. Previously, our consolidations process, including
eliminations, revaluations, and all adjustments to the Cumulative Translation
Adjustment account, were done manually via Microsoft Excel workbooks. We feel that utilizing a software program
specifically designed to account for the effects of operating and
consolidating multi-national subsidiaries, as well as the inherent access
controls in such a program, greatly enhances our reporting controls and
abilities.

    The Company acknowledges the
Staff’s comment and believes that we have substantially
remediated the material weakness brought to our attention as of the
date of this response letter. We will appropriately update our
remediation status in future filings.

    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)(I)(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.

    Response: