NEOPHOTONICS CORPORATION
2911 Zanker Road
San Jose, CA 95134
(408) 232-9200
January 28, 2011
VIA FACSIMILEAND EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attn: | Larry Spirgel |
| John Zitko |
| Re: | NeoPhotonics Corporation |
| Registration Statement on Form S-1 (File No. 333-166096) |
Dear Mr. Spirgel:
The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement No. 333-166096 (the “Registration Statement”) to become effective on February 1, 2011, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Cooley LLP, confirming this request.
In connection with this request, the Registrant acknowledges that:
| • | should the Commission or the staff of the Commission (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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrant 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. |
Until such time as it becomes effective, the above-referenced Registration Statement will continue to be subject to the delaying amendment set forth therein.
Very truly yours,
| NEOPHOTONICS CORPORATION |
| /s/ James D. Fay |
| James D. Fay |
| Chief Financial Officer |
