Room 4561
October 6, 2005
Robert L. Howard-Anderson
President and Chief Executive Officer
Occam Networks, Inc.
77 Robin Hill road
Santa Barbara, CA 93117
Re: Occam Networks, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed September 23, 2005
File No. 333-125061
Form 8-K filed on June 28, 2005
File No. 0-30741
Dear Mr. Carl:
We have reviewed your responses and have the following
comments.
General
1. Please see prior comment 7 in our letter dated August 19, 2005.
We note your statement in your response letter that because you
are
not an accelerated filer you are not currently subject to Rule
13a-
15(d) of the Exchange Act and that, consistent with our "advice,"
you
nevertheless provided the requested disclosure. Please be advised
that because you are now a reporting company under the Exchange
Act
you must furnish the information required by Item 308(c)
applicable
to you through Forms 10-K and 10-Q. Moreover, if a material
change
is made to either disclosure controls and procedures or to
internal
control over financial reporting in response to a significant
deficiency, you are required to disclose such change and should
consider whether it is necessary to discuss further the nature of
the
significant deficiency in order to render the disclosure not
misleading. Please see Q&A 11 of Management`s Report on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports FAQ (October 6, 2004) and Section
II.J.
of SEC Release No. 33-8238 (June 5, 2003) available on our website
at
www.sec.gov.
Form 8-K Filed June 28, 2005, Date of Report June 22, 2005
2. In response to prior comment number 5 in your response letter
dated September 23, 2005, you have provided a copy of letters and
written communication from PwC in connection with the audits of
your
2003 and 2004 fiscal years. Tell us what consideration you gave
to
disclosing the internal control issues noted in the letters dated
May
25, 2004 and March 31, 2005 as reportable events in your Item 4.01
Form 8-K. Please refer to Item 304(a)(1)(v)(A) of Regulation S-K
which provides disclosure guidance when the accountants have
advised
you that internal controls do not exist.
Please direct any questions relating to the financial
statements to Steven Williams at 202-551-3478 or to Melissa Walsh
at
202-551-3224. Please direct all other questions to Maryse Mills-
Apenteng at (202) 551-3457 or, in her absence, the undersigned at
(202) 551-3730.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via facsimile: 650-496-4367
Asaf Kharal, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
Robert L. Howard-Anderson
Occam Networks, Inc.
October 6, 2005
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