SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
              the Securities Exchange Act of 1934 (Amendment No. )

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     14a-6(e)(2))
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/ /  Soliciting Material Pursuant to Section 240.14a-12


                             AMEDIA NETWORKS, INC.
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                (Name of Registrant as Specified In Its Charter)

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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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                      [Letterhead of Amedia Networks, Inc.]



                                                        November 3, 2005



Dear Stockholder:

        On behalf of the Board of Directors, I cordially invite you to attend a
Special Meeting of the Stockholders of Amedia Networks, Inc. (the "Company").
The Special Meeting will be held on December 2, 2005 at 10 AM, eastern standard
time, at the Sheraton Eatontown Hotel, Route 35, Eatontown, New Jersey 07724.
The purpose of the meeting is to consider and approve an amendment to the
Company's amended and restated certificate of incorporation to increase the
number of shares of Common Stock the Company is authorized to issue from time to
time.

        It is important that you vote your shares as soon as possible. You
should vote as instructed on the enclosed proxy card, even if you currently plan
to attend the meeting. You may still attend the Special Meeting and vote in
person if you desire, but voting now will assure that your vote is counted if
you are unable to attend. If you own your shares through a brokerage account or
in another nominee form, please follow the instructions provided on the enclosed
proxy card. If you plan to attend the Special Meeting and vote in person, you
must obtain a proxy from your broker or nominee and bring that proxy to the
Special Meeting.

        Your vote is important, regardless of the number of shares you own.

        On behalf of the Board of Directors, I thank you for your participation
and cooperation.

                                        Sincerely,

                                        /s/ Frank Galuppo
                                        Frank Galuppo
                                        President and Chief Executive Officer