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<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 May 4, 2026

Stefan J. Murry
Chief Financial Officer
Applied Optoelectronics, Inc.
13139 Jess Pirtle Blvd.
Sugar Land, Texas 77478

 Re: Applied Optoelectronics, Inc.
 Form 10-K for the Year Ended December 31, 2025
 Filed February 26, 2026
 File No. 001-36083
Dear Stefan J. Murry:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April 22, 2026

 VIA EDGAR Correspondence

 Division of Corporation Finance

 Office of Manufacturing

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

 Attn:
 Ernest Greene

 Jennifer Thompson

 Re: Applied Optoelectronics, Inc.
 Form 10-K for the Fiscal Year
Ended December 31, 2025

 Filed February 26, 2026

 File No.: 001-36083

 SEC Comment Letter dated April 8,
2026

 Ladies and Gentlemen:

 Applied Optoelectronics, Inc. (the "Company") is submitting
this letter in response to the comments of the staff of the Division of Corporation Finance (the "Staff") of the U.S. Securities
and Exchange Commission (the "Commission") contained in the Staff's letter dated April 8, 2026 (the "Comment
Letter") with respect to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the
"Form 10-K"), filed with the Commission on February 26, 2026.

 For the Staff's convenience, each comment from the Comment Letter
is set forth below in italics, followed by the Company's response. Unless otherwise indicated, capitalized terms used but not defined
in this letter have the meanings assigned to them in the Form 10-K.

 Comment 1.

 Results of Operations, page 44. Please expand your analysis
of your results of operations to provide a more comprehensive and quantified discussion and analysis of the underlying factors that contributed
to material changes in your results between comparative periods. Your revised disclosure should identify and quantify each material driver
of period-to-period changes rather than relying on generalized statements. For example: You indicate that the increase in cost of goods
sold in 2025 was primarily attributable to higher direct material and direct labor costs associated with increased sales volumes, as well
as an increase in inventory reserves. Revise your disclosure to quantify the impact of each of these underlying drivers. Additionally,
discuss whether the changes in these components represent known trends or uncertainties reasonably likely to affect future results, and
whether these cost drivers are expected to continue, accelerate, or stabilize. Please provide similar quantitative analysis of the underlying
factors contributing to changes in your gross margin, and consider whether factors mentioned elsewhere in your MD&A, such as product
mix or raw material pricing, materially impacted your gross profit and should be discussed and quantified here. You also indicate that
the increases in sales and marketing expense were primarily due to additional sales efforts for your Quantum Bandwidth products and higher
shipping expenses, including tariffs. Revise your disclosure to quantify the impact of each of these underlying drivers, as well as to
discuss known trends or uncertainties resulting from increased tariffs, similar to the context provided in your earnings calls. This is
not meant to represent an all-inclusive list of where your MD&A could be improved. We encourage you to provide quantification of amounts
and further clarification throughout your discussion. Refer to Item 303 of Regulation S-K and Section III.B.4 of Release No. 33-8350
for guidance.

 Securities and Exchange Commission

 Page 2

 Response:

 The Company respectfully acknowledges the Staff's comment. In
its future filings, the Company will expand Management's Discussion and Analysis of Financial Condition and Results of Operations
("MD&A") to provide a more comprehensive and quantified discussion of the underlying factors that contributed to material
period-to-period changes in the Company's results of operations.

 In particular, beginning with the Company's next periodic report
filed with the Commission that includes a comparable discussion of the items addressed by the Staff's comment, the Company intends
to (i) identify and quantify each material driver of changes in revenue, cost of goods sold, gross profit and gross margin, and operating
expenses (including sales and marketing expense), and (ii) discuss whether such drivers represent known trends or uncertainties reasonably
likely to affect future results and whether management expects those drivers to continue, accelerate or stabilize.

 Set forth below is an illustrative example of the type of disclosure
the Company intends to include in future filings (the specific quantified amounts and narrative will be updated to reflect the applicable
periods presented in such future filings):

 Proposed revised disclosure for Q1 10-Q 2026 :

 "Revenues for the three months ended March 31, 2026 increased
by $[●] million, or [●]%, compared to the three months ended March 31, 2025. The increase was primarily attributable
to:

 · a $[●] million increase in Datacenter product revenues, and a $[●]
million increase in CATV product revenues driven by higher sales. These increases were partially offset by lower revenues from Telecom
and other product lines.

 Management believes the volume increase was primarily attributable
to strong customer demand and increased purchases from large data center customers to support ongoing capacity expansion and network infrastructure
upgrades. Based on current market conditions, management expects these demand trends to continue for the foreseeable future, subject to
customer deployment timing, supply chain conditions and other factors related to our industry.

 Securities and Exchange Commission

 Page 3

 Cost of goods sold increased by $[●] million, or [●]% for
the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was primarily attributable
to:

 · a $[●] million increase in direct material costs, primarily due to
higher input costs for key materials and increased production volumes;

 · a $[●] million increase in direct labor costs, primarily due to increased
production ramp activity;

 · an increase in other manufacturing and production related costs of approximately
$[●] million, associated with higher production levels; and

 · a $[●] million increase in inventory reserves, primarily due to slow
moving inventory and changes in demand forecasts related to certain slower-selling product lines.

 Gross margin decreased to [●]% for the three months ended March 31,
2026, compared to [●]% in the three months ended March 31, 2025. Despite the decrease in gross margin percentage, gross profit
increased by $[●] million or [●]%, driven by higher revenues.

 The decrease in gross margin was primarily attributable to:

 · increased manufacturing costs due to lower production efficiency, including
the impact of higher capex investment and associated depreciation of approximately [●]%; and

 · a higher inventory adjustment reserve of [●]%.

 The increase in gross profit was primarily attributable to:

 · increased revenues which contributed approximately $[●] million to
the increase in gross profit; and

 · increased costs associated with certain data center products, which negatively
impacted gross profit by approximately $[●] million.

 Management expects gross margin to increase in future periods as a
result of product mix, cost optimization initiatives, and production efficiencies.

 Sales and marketing expense increased by $[●] million, or [●]%,
for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

 The increases were primarily attributable to:

 · higher compensation and related costs associated with expanded sales efforts
supporting data center and Quantum Bandwidth products; and

 Securities and Exchange Commission

 Page 4

 · higher shipping and logistics expenses, including the impact of tariffs of
approximately $[●] million.

 Management continues to monitor tariff developments and their potential
impact on its cost structure and pricing strategy. Based on current conditions, management expects shipping costs and tariff-related impacts
to continue in 2026, likely at a reduced level compared to 2025 due to the Supreme Court's decision overturning the IEPPA-related
tariffs. Management cannot currently assess whether this tariff trend will continue given the Administration's current stated goal
to replace the IEPPA tariffs with tariffs under other sections of federal law (e.g. Section 301 tariffs, reciprocal tariffs, etc.)."

 Comment 2.

 Liquidity and Capital Resources. Operating Activities, page 49.
Please revise future filings to provide a more informative discussion and analysis of cash flows from operating activities, including
changes in working capital components, for the periods presented. In doing so, explain the underlying reasons and implications of material
changes between periods to provide investors with an understanding of trends and variability in cash flows. Ensure your disclosures are
not merely a recitation of changes evident from the face of the financial statements. Consider quantifying metrics, such as Accounts Receivable
turnover, Accounts Payable turnover, and Inventory turnover, to facilitate the understanding of material changes in your working capital.
Additionally, provide management's insight into why your significant customer Digicomm represented a disproportionately large percentage
of your accounts receivable at both December 31, 2025 and 2024, and discuss the implications on your liquidity. If customer concentration
creates material credit-risk exposure or affects the predictability of cash flows, your MD&A should clearly describe these risks and
whether they represent known trends or uncertainties. See Item 303 of Regulation S-K and Section IV.B of SEC Release No. 33-8350.

 Response:

 The Company respectfully acknowledges the Staff's comment. In
its future filings, the Company will provide a more informative discussion and analysis of cash flows from operating activities that explains
the underlying reasons for, and implications of, material changes between periods, including material changes in working capital components,
and will avoid merely reciting changes evident from the face of the financial statements.

 Beginning with the Company's next periodic report filed with
the Commission that includes a comparable discussion of the items addressed by the Staff's comment, the Company intends to enhance
its MD&A discussion of operating cash flows by, among other things, (i) describing the principal drivers of period-to-period
changes in cash flows from operations, including the underlying business reasons for material changes in accounts receivable, inventory,
accounts payable and other working capital accounts (for example, the timing of shipments and billings, collection timing and customer
payment terms, and inventory build related to anticipated demand and production ramp), and (ii) including turnover metrics (such
as accounts receivable turnover, accounts payable turnover and inventory turnover) when management believes such metrics would facilitate
investor understanding of trends and variability in cash flows.

 Securities and Exchange Commission

 Page 5

 In addition, the Company will enhance its disclosure to provide management's
insight into the drivers of customer concentration in accounts receivable, including with respect to Digicomm, and will discuss, where
material, the implications of such concentration on liquidity, credit risk, and the predictability of cash flows, as well as whether such
concentration represents a known trend or uncertainty reasonably likely to affect future results.

 Set forth below is an illustrative example of the type of disclosure
the Company intends to include in future filings (the specific quantified amounts and narrative will be updated to reflect the applicable
periods presented in such future filings):

 Proposed revised disclosure for Q1 2026 :

 "Liquidity and Capital Resources

 Operating Activities

 Net cash used in operating activities was $[●] million during
the three months ended March 31, 2026 as compared to $[●] million during the three months ended March 31, 2025, an increase
of [●]%. Net cash used in operating activities consisted of our net loss of $[●] million, adjusted for non-cash adjustments
of $[●] million, and a net use of cash from changes in working capital of approximately $[●] million.

 The changes in working capital were primarily attributable to:

 · Accounts receivable, which increased by approximately $[●] million
as compared to an increase of approximately $[●] million during the three months ended March 31, 2025, an increase of [●]%,
primarily due to higher revenues during the period, partially offset by the timing of customer collections.

 · Inventory, which increased by approximately $[●] million, as compared
to an increase of approximately $[●] million during the three months ended March 31, 2025, an increase of [●]%, primarily
due to production ramp and build to support anticipated demand, as well as longer lead times for certain components.

 · Accounts payable increased by $[●] million, as compared to an increase
of approximately $[●] million during the three months ended March 31, 2025, an increase of [●]%, primarily due to timing
of purchases and vendor payments.

 Management believes these changes are consistent with ongoing production
ramp and customer demand dynamics, which may result in variability in operating cash flows from period to period.

 Securities and Exchange Commission

 Page 6

 Customer Concentration

 As of March 31, 2026, Digicomm represented approximately [●]%
of accounts receivable. This concentration is primarily attributable to customer purchasing patterns, shipment timing, and billing concentration.
Management has extended longer than typical payment terms to Digicomm in order to ensure Digicomm has adequate inventory on hand to quickly
provide products to customers when needed for their network builds. The Company has a multi-year history with Digicomm and over this period
the Company's collection experience has been good. Digicomm's payment history has generally been relatively consistent over
time. In addition, to the extent customers in the Company's data center business continue to grow relative to Digicomm, Management
expects Accounts Receivable concentration with Digicomm to decline.

 The Company continues to monitor credit exposure and collection trends
related to significant customers and does not believe this concentration will create a material credit-risk."

 Comment 3.

 Investing Activities, page 49. Please revise future filings
to provide a more informative discussion and analysis of cash flows from investing activities, including changes in capital expenditures,
for the periods presented. In doing so, explain the underlying reasons and implications of material changes between periods to provide
investors with an understanding of trends and variability in cash flows. Ensure your disclosures are not merely a recitation of changes
evident from the face of the financial statements. Specifically, we note that your capital expenditures quadrupled in 2025. However, your
disclosure does not explain the underlying reasons for the significant increase or provide management's insights into this trend.
For example, if the higher capital expenditures primarily were made to expand your facilities in China to support your increased production
of internet data center products, you expect the new facilities to be fully scaled up by the end of 2026, and you believe that this expansion
provides adequate production capacity to meet demand for your internet data center products, disclosure of this information would be consistent
with the requirements of MD&A. Additionally, while you disclose on page 41 that you expect to expand your manufacturing operations
in the U.S. and Taiwan in 2026, your MD&A disclosures do not provide management's insight into which product lines will be impacted
by these planned expansions or whether it is reasonably likely that the amount of capital expenditures in 2026 will materially differ

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 April 8, 2026

Stefan J. Murry
Chief Financial Officer
Applied Optoelectronics, Inc.
13139 Jess Pirtle Blvd.
Sugar Land, Texas 77478

 Re: Applied Optoelectronics, Inc.
 Form 10-K for the Year Ended December 31, 2025
 Filed February 26, 2026
 File No. 001-36083
Dear Stefan J. Murry:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Year Ended December 31, 2025
Management s Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 44

1. Please expand your analysis of your results of operations to provide a
more
 comprehensive and quantified discussion and analysis of the underlying
factors that
 contributed to material changes in your results between comparative
periods. Your
 revised disclosure should identify and quantify each material driver of
period-to-period
 changes rather than relying on generalized statements. For example:
 You indicate that the increase in cost of goods sold in 2025 was
primarily
 attributable to higher direct material and direct labor costs
associated with increased
 sales volumes, as well as an increase in inventory reserves. Revise
your disclosure to
 quantify the impact of each of these underlying drivers.
Additionally, discuss
 whether the changes in these components represent known trends or
uncertainties
 reasonably likely to affect future results, and whether these cost
drivers are expected
 to continue, accelerate, or stabilize. Please provide similar
quantitative analysis of
 the underlying factors contributing to changes in your gross margin,
and consider
 April 8, 2026
Page 2

 whether factors mentioned elsewhere in your MD&A, such as product
mix or raw
 material pricing, materially impacted your gross profit and should
be discussed and
 quantified here.
 You also indicate that the increases in sales and marketing expense
were primarily
 due to additional sales efforts for your Quantum Bandwidth products
and higher
 shipping expenses, including tariffs. Revise your disclosure to
quantify the impact of
 each of these underlying drivers, as well as to discuss known trends
or uncertainties
 resulting from increased tariffs, similar to the context provided in
your earnings
 calls.
 This is not meant to represent an all-inclusive list of where your MD&A
could be
 improved. We encourage you to provide quantification of amounts and
further
 clarification throughout your discussion. Refer to Item 303 of
Regulation S-K and
 Section III.B.4 of Release No. 33-8350 for guidance.

Liquidity and Capital Resources
Operating Activities, page 49

2. Please revise future filings to provide a more informative discussion
and analysis of cash
 flows from operating activities, including changes in working capital
components, for the
 periods presented. In doing so, explain the underlying reasons and
implications of
 material changes between periods to provide investors with an
understanding of trends
 and variability in cash flows. Ensure your disclosures are not merely a
recitation of
 changes evident from the face of the financial statements. Consider
quantifying metrics,
 such as Accounts Receivable turnover, Accounts Payable turnover, and
Inventory
 turnover, to facilitate the understanding of material changes in your
working capital.
 Additionally, provide management's insight into why your significant
customer
 Digicomm represented a disproportionately large percentage of your
accounts receivable
 at both December 31, 2025 and 2024, and discuss the implications on your
liquidity. If
 customer concentration creates material credit-risk exposure or affects
the predictability
 of cash flows, your MD&A should clearly describe these risks and whether
they
 represent known trends or uncertainties. See Item 303 of Regulation S-K
and Section
 IV.B of SEC Release No. 33-8350.
Investing Activities, page 49

3. Please revise future filings to provide a more informative discussion
and analysis of cash
 flows from investing activities, including changes in capital
expenditures, for the periods
 presented. In doing so, explain the underlying reasons and implications
of material
 changes between periods to provide investors with an understanding of
trends and
 variability in cash flows. Ensure your disclosures are not merely a
recitation of changes
 evident from the face of the financial statements. Specifically, we note
that your capital
 expenditures quadrupled in 2025. However, your disclosure does not
explain the
 underlying reasons for the significant increase or provide management's
insights into this
 trend. For example, if the higher capital expenditures primarily were
made to expand
 your facilities in China to support your increased production of
internet data center
 products, you expect the new facilities to be fully scaled up by the end
of 2026, and you
 April 8, 2026
Page 3

 believe that this expansion provides adequate production capacity to
meet demand for
 your internet data center products, disclosure of this information would
be consistent
 with the requirements of MD&A. Additionally, while you disclose on page
41 that you
 expect to expand your manufacturing operations in the U.S. and Taiwan in
2026, your
 MD&A disclosures do not provide management's insight into which product
lines will be
 impacted by these planned expansions or whether it is reasonably likely
that the amount
 of capital expenditures in 2026 will materially differ from 2025. If
these investments
 represent part of a multi-period capital plan, or if you expect a
material shift in
 production capacity, cost structure, or geographic concentration, these
should be clearly
 discussed as known trends or uncertainties under Item 303(b)(2). See
Item 303 of
 Regulation S-K and Section IV.B of SEC Release No. 33-8350.
 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Ernest Greene at 202-551-3733 or Jennifer Thompson at
202-551-3737
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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filename1.htm

March 17, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Erin Donahue

Re:           Applied
Optoelectronics, Inc.

Registration Statement on Form S-3

File No. 333-269132 (the “Registration
Statement”)

Request for Acceleration

Dear Ms. Donahue:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Applied Optoelectronics, Inc. (the “Company”)
hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 10:00
a.m., Central Daylight Time, on March 21, 2023, or as soon thereafter as practicable.

In connection with the Company’s
request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:

 ● should the Securities and Exchange Commission (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 delegated 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.

The Company acknowledges its
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 Registration Statement.

Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our outside counsel, Haynes and Boone, LLP,
attention: Frank Wu, Esq. at (713) 547-2572.

U.S. Securities and Exchange Commission

March 17, 2023

Page 2

Very truly yours,

Applied Optoelectronics, Inc.

    By:
     /s/ David Kuo

          David Kuo

          Vice President, General Counsel and Corporate Secretary

United States securities and exchange commission logo
January 11, 2023
David Kuo
General Counsel and Corporate Secretary
Applied Optoelectronics, Inc.
13139 Jess Pirtle Blvd.
Sugar Land, TX 77478
Re:Applied Optoelectronics, Inc.
Registration Statement on Form S-3
Filed January 5, 2023
File No. 333-269132
Dear David Kuo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing