July 26, 2005

Mail Stop 4561

Frank Galuppo
President, Chief Executive Officer and
Principal Financial and Accounting Officer
Amedia Networks, Inc.
2 Corbett Way
Eatontown, NJ 07724

Re:  	Amedia Networks, Inc.
	Registration Statement on Form S-2
      Filed July 1, 2005
      File No. 333-126351

Dear Mr. Galuppo:

      	This is to advise you that we have limited our review of
the above registration statement to the matters addressed below.
No
further review of the registration statement has been or will be
made.

	Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

Selling Stockholders, page 24
1. We note you disclose the selling shareholder information as of
June 28, 2005, please revise so that the selling shareholder
information is presented as of the effective date.
2. Further, please revise your disclosure on pages 25-26 to
identify
the natural persons who exercise the sole or shared voting or
dispositive powers over securities offered by the non-natural
person
selling stockholders.  For guidance, please refer to Exchange Act
Rule 13d-3 and Interpretation I.60 of the July 1997 manual of
publicly available Division of Corporation Finance telephone
interpretations and Interpretation 4S of the Regulation S-K
portion
of the March 1999 Supplement to our July 1997 manual.

Plan of Distribution, page 29
3. On page 30, you indicate that selling stockholders "may engage
in
short sales against the box . . . ."  Since it is unclear as to
whether you interpret the "box" to include these shares being
offered
for resale which are not yet registered, please refer to
interpretation A.65 of the July 1997 manual of publicly available
telephone interpretations and revise accordingly.  Confirm to us
that
each of the selling security holders is aware of the referenced
telephone interpretation.  Finally, in your response letter,
please
tell us whether any of the selling shareholders have established
material short positions and if so, provide your analysis
concerning
whether a description of those short positions is a material term
of
the plan of distribution that should be described to provide the
information specified by Item 508 of Regulation S-K.

Part II
Exhibit 5.1 - Opinion of Counsel

4. In the fourth paragraph of your letter, you refer to this
registration statement filed on Form SB-2.  Since you filed this
registration statement on Form S-2, please revise or advise.

						*  *  *
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  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
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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
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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      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.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      If you have any questions, please contact Neil Miller at
(202)
551-3442.  If you need additional assistance you may contact me at
(202) 551-3462 or Barbara C. Jacobs, Assistant Director, at (202)
551-3730.


							Sincerely,



							Anne H. Nguyen
					Special Counsel

cc:  	Lawrence Kallaur, Esq. (via facsimile)
	c/o Amedia Networks, Inc.
	Facsimile No. (732) 389-7541
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Mr. Frank Galuppo
Amedia Networks, Inc.
July 26, 2005
Page 1