Mail Stop 6010





       September 27, 2005



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

	RE:	Bookham, Inc.
		Form 10-K for the period ended July 2, 2005
		File No. 0-30684
		Form S-3 Amendment No. 2
		File No. 333-127546
		Filed September 26, 2005

Dear Mr. Abely:

	We have reviewed your response dated September 26, 2005 and
have
the following comments.  We have limited our review to matters
related to the issues raised in our comments and we will make no
further review of your documents. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

Form S-3, Amendment No. 2 filed September 26, 2005

Recent Events - Purchase of City Lasing (Creekside) Limited, page
49


1. We refer to your responses to our comments about the Creekside
transaction as set forth in our letter dated September 23, 2005.
Please expand the disclosure about the Creekside transaction to
clarify the following:
* Disclose why you believe Creekside has the legal right to offset
the lease receivables against amounts due to Deutsche Bank.
Clarify
how you have applied GAAP in reaching that conclusion.  Refer
specifically to FIN 39.  Also respond to this portion of the
comment
in a written response.
* Clarify how you expect to record the transaction, including a
clear
quantification of the expected impact on your assets and
liabilities.
* Disclose the consideration paid for Creekside`s shares and
clarify
how you are valuing and accounting for that consideration.  That
is,
clarify how you intend to apply SFAS 141 in recording the
acquisition.
* Further clarify Creekside`s involvement with the leases and the
underlying aircraft.  We see, for instance, that Creekside is
identified as a lessee in the existing disclosure and as a lessor
in
the chart provided with your response.  Clarify what you mean by a
head lease agreement.
* Clarify why you believe you have not assumed significant credit
risk and disclose why you apparently do not have exposure if the
underlying lessee/aircraft operator defaults.

      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 at (202) 551-3605 if you have questions regarding
these comments.  In this regard, do not hesitate to contact Brian
Cascio, Accounting Branch Chief, at (202) 551-3676.

							Sincerely,


							Gary Todd
							Reviewing Accountant

cc:	Eduardo Aleman, Staff Attorney
	John A. Burgess

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Stephen Abely
Bookham, Inc.
September 27, 2005
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