OCCAM NETWORKS, INC.
77 Robin Hill Road
Santa Barbara, California 93117
October 30, 2006
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
| Attention: | Maryse Mills-Apenteng |
| Re: | Occam Networks, Inc. |
| Registration Statement on Form S-1 |
| File No. 333-134318 |
Acceleration Request
| Requested | Date: November 1, 2006 |
| Requested | Time: 4:00 PM Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Occam Networks, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-134318) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.
In connection with the acceleration request, the Company hereby acknowledges 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 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 this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Sincerely,
OCCAM NETWORKS, INC. | ||
| By: | /s/ Christopher B. Farrell | |
Christopher B. Farrell Chief Financial Officer | ||
