United States securities and exchange commission logo





                          February 15, 2022

       Justin Ferguson
       Chief Legal Officer
       DZS Inc.
       5700 Tennyson Parkway, Suite 400
       Plano, TX 75024

                                                        Re: DZS Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed February 10,
2022
                                                            File No. 333-262634

       Dear Mr. Ferguson:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

                                                        Please contact Gregory
Herbers at 202-551-8028 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Manufacturing
       cc:                                              Don McDermett