DZS Inc.
5700 Tennyson Parkway, Suite 400
Plano, TX 75024

February 17, 2022

VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Gregory Herbers

Withdrawal of Request for Acceleration of Effectiveness of Registration Statement on Form S-3
(File No. 333-262634)

Ladies and Gentlemen:

DZS Inc. (the “Company”) hereby withdraws its request, dated February 15, 2022, that the Registration Statement on Form S-3 (File No. 333-262634) (the “Registration Statement”) become effective as of 5:00 p.m., Washington, D.C. time, on February 17, 2022, or as soon as practicable thereafter. The Company intends to file a pre-effective amendment to the Registration Statement and to submit the acceleration request thereafter.

Sincerely,

DZS INC.

cc: Don J. McDermett, Jr., Baker Botts L.L.P.

M. Preston Bernhisel, Baker Botts L.L.P.