(Check One): x  Form 10-K ¨  Form 20-F ¨  Form 11-K ¨  Form 10-Q ¨  Form 10-D ¨  Form N-SAR ¨  Form N-CSR	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING
		SEC File Number: 000-29175
		CUSIP Number:

For Period Ended June 30, 2006

¨  Transition Report on Form 10-K

¨  Transition Report on Form 20-F

¨  Transition Report on Form 11-K

¨  Transition Report on Form 10-Q

¨  Transition Report on Form N-SAR

For the Transition Period Ended:                                                              

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:             

PART I - REGISTRANT INFORMATION

Avanex Corporation

Full name of registrant

Former name if applicable

40919 Encyclopedia Circle

Address of principal executive office (Street and number)

Fremont, CA 94538

City, state and zip code

PART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant has been unable to complete its Form 10-K for the fiscal year ended June 30, 2006 (the “2006 Form 10-K”) on, or prior to, the prescribed due date of September 13, 2006. The principal reason for this delay, which the Registrant believes will be resolved on or prior to September 28, 2006, is that the Registrant requires additional time to complete its financial statement disclosures and its assessment of internal control over financial reporting as of June 30, 2006, as required by Section 404 of the Sarbanes-Oxley Act of 2002 (“Management Report”). As of the date of this filing, the Registrant has identified material weaknesses in its internal control over financial reporting using the criteria set forth in the “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Registrant will include its final assessment of internal control over financial reporting in the Management Report in its 2006 Form 10-K.

Due to the additional time required by the Registrant to complete these activities, the Registrant is unable to file the Form 10-K within the prescribed due date of September 13, 2006, without unreasonable effort and expense.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Cal Hoagland (Name)     (510)     (Area Code) 897-4188 (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    x  Yes    ¨  No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    x  Yes    ¨  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Although subject to change as the Registrant finalizes its financial results, the Registrant anticipates that its operating results for the fiscal year ended June 30, 2006 will be substantially similar to the operating results contained in the press release dated September 5, 2006 and furnished as an exhibit to the current report on Form 8-K filed September 5, 2006.

Notice Concerning Forward-Looking Statements

The statements above regarding the Registrant’s Sarbanes-Oxley 404 testing, the Registrant’s anticipated timing of filing its Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and the Registrant’s expected operating results for such year are forward-looking statements which are subject to risks and uncertainties. Actual results and disclosure could differ materially from those projected in or contemplated by the forward-looking statements. Factors that could cause actual results and disclosure to differ include uncertainties regarding the timing of the Registrant’s completion of its Annual Report on Form 10-K, risks as to adjustments to preliminary estimates for the financial results of the fiscal year ended June 30, 2006, risks as to preliminary assessment of internal control over financial reporting, issues encountered in the completion of the annual review, general economic conditions, the pace of spending and timing of economic recovery in the telecommunications industry and in particular the optical networks industry. In addition, please refer to the risk factors contained in the Registrant’s SEC filings including the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2006.

The Registrant assumes no obligation and does not intend to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Avanex Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: September 14, 2006	By:	/s/ CAL HOAGLAND
		Cal Hoagland
		Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

-2-