SecProbe.io

September 1 9, 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. 2 to Registration Statement on Form S -1
Filed September 11, 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 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 com ments .

Princi pal and Selli ng Stockholders, page 125

1. Please tell us whether any of the selling stockholders are affiliates of a broker -dealer.
A selling s tockholder who is an affiliate of a broker -dealer must be identified in the
prospectus as an underwriter unless you disclose in this prospectus, if true, that : the
selling stockholder purchased the shares being registered for resale in the ordinary course
of business , and at the time of the purchase, the selling stockholder had no agreements or
understandings, directly or indirectly, with any person to distribute the securities.  Please
revise as appropriate.

2. Please disclose all material relationships you and your a ffiliates had with the selling
stockholders during the past three years .  In this regard , please expand your disclosure
currently in footnote 11 to address when all selling stockholder s acquired the offered
shares and the amount of consideration that you received  when you sold those shares .  If

Chih -Hsiang (Thompson) Lin
Applied Optoelectronics, Inc.
September 1 9, 2013
Page 2

 the selling stockholders acquired the offered shares more than three years ago, please tell
us when the selling stockholders acquired the shares and the amount of consideration t hat
you received.

3. Please identify the natural persons who directly or indirectly have or share voting or
investment power over the securities held by the entities mentioned in the table.

Exhibits 1.1 and 10.10.10

4. Please ensure that these exhibits  are complete .  We note that exhibit 1.1 is missing
annexes and exhibit 10.10.10 is missing exhibit B -6.

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 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, acting pursuant 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 dele gated authority, in
declaring the 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
registra tion statement .

Chih -Hsiang (Thompson) Lin
Applied Optoelectronics, Inc.
September 1 9, 2013
Page 3

 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.