AMEDIA NETWORKS, INC.
                                  2 Corbett Way
                           Eatontown New Jersey 07724

                                                                   June 20, 2006

Mr. Daniel Lee
Securities and Exchange Commission
Washington, DC

                    Re: Amedia Networks, Inc. (the "Company")
                         Schedule 14A filed May 31, 2006
                                File No. 0-22055

Dear Sir:

         Reference is made to the Staff's comment letter dated June 9, 2006 with
respect to the Company's above referenced filing. Set forth below are the
Company's responses to the comments included in the Staff's letter. The
paragraph reference numbers below correspond to the paragraph number reference
in the comment letter.

         1. The Company has provided the requested tabular disclosure relating
to the shares outstanding, reserved and available for issuance before and after
the proposed increase in authorized shares of the Company's common stock par
value $0.001. The disclosure has been inserted in the text under Proposal No. 2
in the Company's definitive proxy statement (the "Definitive Proxy Statement").

         2. The Company Board has provided the requested disclosure under
Proposal No.2 in the Company's Definitive Proxy Statement. Except to the extent
qualified in such disclosure, there are no anti-takeover provisions in the
Company's certificate of incorporation or bylaws and the Company has no plans or
proposals to adopt any provisions to its certificate of incorporation or bylaws
or enter into other arrangements that may have material anti-takeover
consequences

         In connection with the above, the Company acknowledges that (i) it is
responsible for the adequacy and accuracy of the disclosure in the above
referenced filing; (ii) the staff's comments or changes to the Company's
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the above referenced filing and (iii) the
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

                                           Very truly yours,

                                           /s/ Frank Galuppo

                                           Frank Galuppo
                                           President and Chief Executive Officer