8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 25, 2011

ALLIANCE FIBER OPTIC PRODUCTS, INC.
(Exact name of registrant as specified in its charter)

Delaware	0-31857	77-0554122
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

275 Gibraltar Drive, Sunnyvale, California	94089
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 736-6900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.

On October 25, 2011, Alliance Fiber Optic Products, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2011. A copy of the earnings release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit	Description
99.1	Press Release dated October 25, 2011 announcing third quarter 2011 results.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 25, 2011

ALLIANCE FIBER OPTIC PRODUCTS, INC.
By	/s/ Anita K. Ho
Name: Anita K. Ho
Title: Acting Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release dated October 25, 2011 announcing third quarter 2011 results.

EX-99.1

Contact:

Anita Ho
Acting Chief Financial Officer
Alliance Fiber Optic Products, Inc.	October 25, 2011
Phone: 408-736-6900 x168

AFOP REPORTS THIRD QUARTER 2011 FINANCIAL RESULTS
WITH SEQUENTIAL INCREASES IN SALES AND PROFITS

Sunnyvale, CA – October 25, 2011 - Alliance Fiber Optic Products, Inc. (Nasdaq CM: AFOP), an innovative supplier of fiber optic components, subsystems and integrated modules for the optical network equipment market, today reported its financial results for the third quarter ended September 30, 2011.

Revenues for the third quarter of 2011 totaled $11,778,000, a 10.5% increase from revenues of $10,655,000 reported in the previous quarter, and a 11.3% decrease from revenues of $13,276,000 reported in the third quarter of 2010. Operating income for the third quarter of 2011 reached $1,334,000, compared with $1,068,000 in previous quarter and $2,210,000 in the year ago quarter. Net income for the third quarter of 2011 rose to $1,454,000, or $0.16 per share based on 8.9 million shares outstanding, compared to $1,249,000, or $0.14 per share based on 8.9 million shares outstanding, for the second quarter of 2011. This compares to net income for the third quarter of 2010 of $2,064,000, or $0.24 per share based on 8.6 million shares outstanding.

Included in expenses for the quarter ended September 30, 2011 was $259,000 of stock-based compensation. Stock-based compensation charges included in expenses for the quarter ended June 30, 2011 and the quarter ended September 30, 2010 were $171,000 and $87,000, respectively.

Peter Chang, President and Chief Executive Officer, commented, “We are pleased with the financial performance and progress AFOP has made in the quarter ended September 30, 2011. Despite the inventory correction experienced in our industry and macroeconomic uncertainty, we delivered quarterly revenue higher than our guidance. With this sequential revenue growth, our operating profits and net profits continued increasing.”

“Regarding the fourth quarter of 2011, we expect that revenues will be in the similar range and that the Company will achieve another consecutive profitable quarter and full fiscal 2011.” concluded Mr. Chang

Conference Call
Management will host a conference call at 1:30 p.m. Pacific Time on October 25, 2011 to discuss AFOP’s third quarter 2011 financial results. To participate in AFOP’s conference call, please call 877-675-3572 at least ten minutes prior to the call in order for the operator to connect you. The confirmation number for the call is15977511.AFOP will also provide a live webcast of itsthird quarter 2011 conference call at AFOP’s website, www.afop.com. An audio replay will be available until November 24, 2011. The dial in numberfor the replay is 800-585-8367 or 855-859-2056. The replay conference ID is 15977511.

About AFOP

Founded in 1995, Alliance Fiber Optic Products, Inc. designs, manufactures and markets a broad range of high performance fiber optic components and integrated modules. AFOP's products are used by leading and emerging communications equipment manufacturers to deliver optical networking systems to the long-haul, enterprise, metropolitan and last mile access segments of the communications network. AFOP offers a broad product line of passive optical components including interconnect systems, couplers and splitters, thin filmCWDM and DWDM components and modules, optical attenuators, and micro-optics devices. AFOP is headquartered in Sunnyvale, California, with manufacturing and product development capabilities in the United States, Taiwan and China. AFOP's website is located at http://www.afop.com.

Except for the historical information contained herein, the matters set forth in this press release, including statements as to our expectations regarding future revenue, profit and operating income levels, our beliefs regarding business conditions and our expectations regarding future sales, are forward looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including, but not limited to general economic conditions and trends, the impact of competitive products and pricing, timely introduction of new technologies, timely design acceptance by our customers, the acceptance of new products and technologies by our customers, customer demand for our products, the timing of customer orders, loss of key customers, ability to ramp new products into volume production, the costs associated with running our operations, industry-wide shifts in supply and demand for optical components and modules, industry overcapacity, failure of cost control initiatives, financial stability in foreign markets, and other risks detailed from time to time in our SEC reports, including AFOP's quarterly report on Form 10-Q for the quarter ended June 30, 2011. These forward-looking statements speak only as of the date hereof. AFOP disclaims any intention or obligation to update or revise any forward-looking statements.

ALLIANCE FIBER OPTIC PRODUCTS, INC.
Condensed Consolidated Balance Sheets
(in thousands)

	Sept. 30,		Dec. 31,
	2011		2010
	(Unaudited)
ASSETS
Current assets:
Cash and short-term investments	$	37,004	$	45,360
Accounts receivable		7,843		7,224
Inventories		7,482		7,439
Other current assets		656		733
Total current assets		52,985		60,756
Long-term investments		10,054		-
Property and equipment, net		7,717		7,523
Other assets		172		170
Total assets	$	70,928	$	68,449
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	4,321	$	4,931
Accrued expenses and other current liabilities		3,417		4,737
Total current liabilities		7,738		9,668
Long-term liabilities:
Other long-term liabilities		697		777
Total liabilities		8,435		10,445
Stockholders' equity		62,493		58,004
Total liabilities and stockholders' equity	$	70,928	$	68,449

ALLIANCE FIBER OPTIC PRODUCTS, INC.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended							Nine Months Ended
	Sep. 30		Jun. 30			Sep. 30		Sep. 30			Sep. 30
	2011		2011			2010		2011			2010
Revenues	$	11,778	$	10,655		$	13,276	$	31,883		$	33,768
Cost of revenues		7,963		7,202			8,563		21,580			22,309
Gross profit		3,815		3,453			4,713		10,303			11,459
Operating expenses:
Research and development		834		804			882		2,356			2,461
Sales and marketing		595		566			643		1,711			1,840
General and administrative		1,052		1,015			978		3,095			2,882
Total operating expenses		2,481		2,385			2,503		7,162			7,183
Income from operations		1,334		1,068			2,210		3,141			4,276
Interest and other income, net		149		174			102		452			358
Net income before tax	$	1,483	$	1,242		$	2,312	$	3,593		$	4,634
Income tax		29		(7	)		248		(131	)		323
Net income	$	1,454	$	1,249		$	2,064	$	3,724		$	4,311
Net income per share:
Basic	$	0.16	$	0.14		$	0.24	$	0.42		$	0.50
Diluted	$	0.16	$	0.14		$	0.23	$	0.41		$	0.49
Weighted average shares outstanding:
Basic		8,883		8,852			8,575		8,853			8,537
Diluted		9,040		9,068			8,826		9,119			8,734
Included in costs and expenses above:
Stock based compensation charges
Cost of revenue	$	28	$	23		$	28	$	74		$	62
Research and development		29		11			11		48			23
Sales and marketing		63		39			13		117			23
General and administrative		139		98			35		274			63
Total	$	259	$	171		$	87	$	513		$	171