SecProbe.io

August 23, 2013

Via E -mail
Chih -Hsiang (Thompson) Lin
President and Chief Executive Officer
Applied Optoelectronics, Inc.
13115 Jess Pirtle Blvd.
Sugar Land, TX 77478

Re: Applied Optoelectronics, Inc.
 Registration Statement on Form S -1
Filed August 13, 2013
  File No. 333 -190591

Dear Dr. Lin :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and p roviding the
requested information.  If you do not believe our comm ents apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

 After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have  additional comments .

Prospectus Summary, page 1

1. It does not appear that you responded to prior comment 3 about disclosure of customers
in the first paragraph on page 2 other than your two largest customers.  In this regard, we
note that you continue to refer in that paragraph to Arris Group, Aurora Netw orks,
Harmonic and Motorola Mobility Holdings. As we requested in prior comment 3, please
relocate your disclosure of these companies to a more appropriate section of your
prospectus after your prospectus summary where you disclose the extent of each
ident ified entity’s current contribution to your revenue.

Chih -Hsiang (Thompson) Lin
Applied Optoelectronics, Inc.
August 23, 2013
Page 2

 Use of Proceeds, page 39

2. We note your revision in response to prior comment 7.  Please clarify the nature of the
capital expenditures.  Also disclose the approximate amount that you currently intend to
use for the capital expenditures and the other uses of proceeds that you have added.

Factors affecting our performance, page 48

3. We note that you removed design wins as a factor affecting your performance in response
to prior comment 8.  Given your disclosure about design wins and strengths in the sixth
bullet point and first bullet point on pages 3 and 85, respectively, the disclos ure in the
second sentence on page 49 and the disclosure about your operating results and trends in
the fourth and fifth bullet points on page 65, it remains unclear why you believe the
disclosure in your prospectus provides sufficient information for inve stors to evaluate
how the design wins affected your performance in the periods presented and what the
design win trends are.  Please advise or revise.

Revenue, page 54

4. We note your response to prior comment 9.  Please disclose why your revenues from th e
FTTH and other markets increased in the six months ended June 30, 2013.

Quarterly Results of Operations, page 62

5. Please clarify whether Adjusted EBITDA for the quarter ended March 31, 2013 is
$305,000 as disclosed on page 62 or $350,000 as disclosed on page 63.

Liquidity and Capital Resources, page 65

6. Please reconcile the financing activities discussion for the six months ended June 30,
2013 to the presentation on the face of the statement of cash flows.  In that regard, based
on the statement of cash flows, it appears that cash was provided by financing activities
and that net borrowings incre ased rather than decreased.

Stock -based compensation expense, page 73

7. We refer to the stock compensation analysis provided in your letter dated August 15,
2013.  Please expand the disclosure in your filing to describe each significant factor
contributi ng to the difference between the estimated offering price and the per share fair
value used for purposes of measuring stock -based compensation for each grant date
during the twelve months ended June 30, 2013.  The disclosure should progressively
bridge the  changes in per share fair values and describe intervening events and reasons
for changes in assumptions.

Chih -Hsiang (Thompson) Lin
Applied Optoelectronics, Inc.
August 23, 2013
Page 3

 8. Please disclose the intrinsic value of outstanding stock options as of June 30, 2013 based
on the expected offering price.

Overview, page 79

9. Your response to the last sentence of prior comment 3 does not address that comment
fully. Please expand your statement regarding naming companies “based on revenues” to
clarify whether you mean the revenue of the customer, your total revenue from the
custome r, or the portion of your revenue in the disclosed market from the named
customer. Also, disclose all entities that satisfy the criteria that you used to determine
which customers to name, and disclose the extent of each entity’s current contribution to
your revenue.

Trends in the Internet Data Center Market, page 82

10. Please address the last sentence of prior comment 3 as it applies to the entities that you
name in the second paragraph of this section.

Note C.  Earnings Per Share, page F -15

11. Please show us how the $2.33 net loss per share for the six months ended June 30, 2012
was determined.

Item 1 5.  Recent Sales of Unregistered Securities, page II -2

12. Please reconcile your disclosure s in Item 1 5 to the  issuance of preferred stock in the
second quarter of  2012 reflected by the changes  on page F -7.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the informa tion the Securities Act of 1933 and
all applicable Securities Act rules 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 t he disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement  please provide a written statement from the company
acknowledging that:

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

Chih -Hsiang (Thompson) Lin
Applied Optoelectronics, Inc.
August 23, 2013
Page 4

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring th e 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 staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding request s for acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as 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.   Please allow
adequate time for us to review any amendment prior to the request ed effective date  of the
registration statement .

You may contact Praveen Kartholy, Staff Accountant, at (202) 551 -3778 or Gary Todd,
Accounting Reviewer, at (202) 551 -3605 if you have questions regarding comments on the
financial statements and related matters.  Please contact Tom Jones at (202) 551 -3602 or me at
(202) 551 -3617 with any other questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief

cc (via e -mail): Frank S. Wu , Esq.