EMCORE
Corporation
145
Belmont Drive
Somerset,
New Jersey 08873
March
28,
2007
VIA
FACSIMILE AND EDGAR
Division
of Corporate Finance
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
D.C. 20549
Attention: Tim
Buchmiller
Re: EMCORE
Corporation
Registration Statement on Form S-3
File No. 333-135639
Dear
Mr.
Buchmiller:
Pursuant
to Rule 477 under the Securities Act of 1933, as amended (the “Act”), EMCORE
Corporation (the “Company”) respectfully requests that the Securities and
Exchange Commission consent to the withdrawal of its registration statement
on
Form S-3 (Registration Statement No. 333-135639) (the “Registration Statement”),
filed by the Company on July 7, 2006. The Company’s request is based on the
Company’s ineligibility to use Form S-3, arising after the Registration
Statement was filed, pursuant to General Instruction I.A.3(b) thereto. The
Registration Statement was never declared effective and no securities were
sold
in connection with the offering.
The
Company respectfully requests, in accordance with Rule 457(p) under the Act,
that all fees paid to the Commission in connection with the filing of the
Registration Statement be credited to the Company’s account for future use.
Please
provide the Company a facsimile copy of the order consenting to the withdrawal
of the Registration Statement as soon as it is available. The facsimile number
of the Company is (732) 302-9783, and the facsimile numbers of our counsel,
John
Welch of Jones Day, is (202) 626-1700. If you have any questions regarding
this
request for withdrawal, please contact Mr. Welch at (202) 879-3483.
Sincerely,
EMCORE
Corporation
By: /s/
Howard W. Brodie
Howard
W.
Brodie, Esq.
Executive
Vice President, Chief Legal Officer
cc: Adam
Gushard - EMCORE
Corporation
John
E.
Welch - Jones
Day