SecProbe.io

September 4, 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.
 Amendment No. 1 to Registration Statement on Form S -1
Filed August 27, 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 comments apply t o 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 .

Inside Front Prospectus Cover

1. If you intend to depict products that you do not produce or that d o not contain your
products , it is unclear why you believe investors will not draw inappropriate conclusions
regarding your business from your graphics.  Please revise.

Management’s Discussion and Analysis of Financial Condition , page 47

2. We note your response to prior comment 1; however, you continue to disclose company
names, such as Genexis and Microsoft, without providing investors info rmation to
evaluate the extent of these companies’ contribution to your business.  Also, if other,
unnamed companies contribute the same or more to your business, it is unclear why you
believe that your disclosure is appropriately balanced.  Please revise here and on page 80.

Chih -Hsiang (Thompson) Lin
Applied Optoelectronics, Inc.
September 4, 2013
Page 2

 3. We note your response to prior comment 3.  It is unclear why you could not disclose the
number of design wins with appropriate explanation so that investors would not
misinterpret the disclosure.  We urge you to review carefully whet her information about
the number or nature of your design wins is disclosure that must be provided per
Regulation S -K Item 303 and Rule 408.  Since the company and its management are in
possession of all facts relating to a company’s  disclosure, they are r esponsible for the
adequacy of t he disclosures they have made.  We remind you of the acknowledgements at
the end of this letter that must accompany any request to accelerate the effective date of
this registration statement.

Trends in the internet data center market, page 8 3

4. We note your response to prior comment 10.  However, the revised disclosure in the first
paragraph on page 84 does not clarify the extent of each identified entity’s current
contribution to your business.  Therefore, please expand the disclosure in this se ction to
discuss the extent of each identified entity’s current contribution to your business.

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 information th e 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 ha ve 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, acting pu rsuant 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 filin g 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 initiat ed 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

Chih -Hsiang (Thompson) Lin
Applied Optoelectronics, Inc.
September 4, 2013
Page 3

 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.

Sincerel y,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief

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