September 13, 2019

Elizabeth Eby
Senior Vice President, Finance and Chief Financial Officer
NEOPHOTONICS CORP
2911 Zanker Road
San Jose, CA 95134

       Re: NEOPHOTONICS CORP
           Form 10-K for the fiscal year ended December 31, 2018
           Filed March 8, 2019
           File No. 001-35061

Dear Ms. Eby:

       We have reviewed your July 30, 2019 response to our comment letter and
have the
following comments. In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
July 17, 2019 letter.

Form 10-K For the fiscal year ended December 31, 2018

Item 8. Financial Statements and Supplementary Data, page 53

1.    We note on page 25 that a major portion of your operations are based in
China and on
      page 30 that approximately 27% of your net property, plant and equipment
is located in
      China. We also note on page 31 that restrictions on currency exchange may
limit your
      ability to use revenue generated in RMB to fund any business activities
outside China or
      make dividend payments in U.S. dollars and that foreign direct investment
and loans
      require approval of SAFE. Please provide Parent-only financial statements
pursuant to
      Rule 5-04 of Regulation S-X or tell us how these factors impacted your
analysis of
      restricted net assets subject to foreign government approval, such as
foreign currency
      restrictions (restricted net assets defined as assets less the sum of
liabilities, redeemable
      preferred stock and non-controlling interests).
 Elizabeth Eby
NEOPHOTONICS CORP
September 13, 2019
Page 2
2.       Please expand the proposed disclosure to be included in future filings
in Note 14 to
         include restricted net assets, as defined above.
        You may contact Claire DeLabar, Staff Accountant at (202) 551-3349 or
Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 if you have any
questions.



FirstName LastNameElizabeth Eby                               Sincerely,
Comapany NameNEOPHOTONICS CORP
                                                              Division of
Corporation Finance
September 13, 2019 Page 2                                     Office of
Telecommunications
FirstName LastName