Mail Stop 6010




      June 16, 2005


Mr. Stephen Abely
Chief Financial Officer
Bookham, Inc.
2584 Junction Avenue
San Jose, California 95134

	RE:	Bookham, Inc.
		Form 10-K for the transition period ended July 3, 2004
		File No. 0-30684
Dear Abely:

	In connection with our financial statement only review of
Bookham, Inc.`s 2004 Form 10-K and subsequent Exchange Act
filings,
we have the following additional accounting comments.


Form 8-K dated October 26, 2004
Form 8-K dated February 1, 2005
Form 8-K dated May 4, 2005

1. We refer to the response to prior comment 14. We have
continuing
concerns about presentation of non-GAAP information in the form of
an
income statement.  In that regard, we believe such presentations
are
normally inappropriate extensions of guidance from Article 11 to
Regulation S-X.  As previously indicated non-GAAP data provided in
the form of an income statement presents numerous non-GAAP
subtotals
and balances. We believe that each individual measure is a non-
GAAP
item requiring separate justification under Item 10(e)(1)(i) to
Regulation S-K.  The most recent earnings release furnished under
Form 8-K provides combined justification statements under the
introductory paragraphs to the section titled "Non-GAAP Financial
Measures," and provides disclosure about your rationale for
certain
adjustments.  However, statements provided in support of non-GAAP
data under Item 10(e) should separately and distinctly address
each
non-GAAP measure.  That is, for instance, adjusted operating
expenses, adjusted selling and administrative expenses, adjusted
operating loss, adjusted pre-tax income, adjusted net income,
adjusted per share amounts and any other adjusted items. As well,
EBITDA and adjusted EBITDA should be separately addressed.  Those
disclosures should address each of the following for each measure:
* The substantive reasons why management believes the non-GAAP
measure provides useful information to investors;
* The specific manner in which management uses the non-GAAP
measure
to conduct or evaluate its business;
* The economic substance behind management`s decision to use the
measure; and
* The material limitations associated with the use of the non-GAAP
measure as compared to the use of the most directly comparable
GAAP
measure, including the manner in which management compensates for
these limitations when using the non-GAAP measure.

Please expand to fully comply with the requirements of the Item.
Alternatively, delete the non-GAAP income statement from all
future
filings.  In that event, you may make disclosure about individual
non-GAAP measures you use in managing and evaluating your business
if
all of the required disclosures are provided in relevant future
filings. Using your most recent earnings release, show us how you
intend to apply this comment.




*    *    *    *



      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested  information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.


      You may contact Dennis Hult, Staff Accountant, at (202) 551-
3618 or myself if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3605 with any other questions.  In this regard, do not
hesitate
to contact Brian Cascio, Accounting Branch Chief, at (202) 551-
3676.


								Sincerely,



								Gary Todd
								Reviewing Accountant

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Stephen Abely
Bookham, Inc.
June 16, 2005
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