CORRESP

April 27, 2007

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

Re:  Cavium Networks, Inc.
Form S-1 Registration Statement
Registration File No. 333-140660

Ladies and Gentlemen:

The undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (the “Filing”) to become effective at 3:00 p.m. Eastern Time on May 1, 2007 or as soon thereafter as is practicable.

In connection with this request, the undersigned registrant hereby acknowledges that:

     (i)     should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Filing effective, it does not foreclose the Commission from taking any action with respect to the Filing;

     (ii)     the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the undersigned registrant from its full responsibility for the adequacy and the accuracy of the disclosure in the Filing; and

     (iii)     the undersigned registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Cavium Networks, Inc.

By:	/s/ Syed B. Ali
	Syed B. Ali
	President and Chief Executive Officer

cc:  Arthur D. Chadwick, Cavium Networks, Inc.
Vincent P. Pangrazio, Esq., Cooley Godward Kronish llp

CORRESP

April 27, 2007

VIA EDGAR and Facsimile

Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3720
Washington, D.C. 20549
Attn: Timothy Buchmiller

      Re: Cavium Networks, Inc.
Registration Statement on Form S-1 (File No. 333-140660)

Ladies and Gentlemen:

          Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby join in the request of Cavium Networks, Inc. that the effectiveness of the above-captioned registration statement be accelerated so that it becomes effective at 3:00 P.M. E.D.T. on Tuesday, May 1, 2007, or as soon thereafter as practicable.

          In connection with Rule 460 under the Securities Act, please be advised that, during the period from April 16, 2007 to the date of this letter, we have effected approximately the following distribution of copies of the Preliminary Prospectus dated April 16, 2007:

Number of prospectuses distributed to underwriters:	approximately	11,169
Number of prospectuses distributed to institutional investors:	approximately	1,092
Number of prospectuses distributed to others:	approximately	195

          The undersigned have and will, and each participating underwriter and dealer has advised the undersigned that it has and will, comply with the requirements of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

(Signature page follows)

Very truly yours,

MORGAN STANLEY & CO. INCORPORATED
LEHMAN BROTHERS INC.
THOMAS WEISEL PARTNERS LLC
NEEDHAM & COMPANY, LLC
JMP SECURITIES LLC

Acting severally on behalf of themselves, and severally on behalf of the several Underwriters named in SCHEDULE I to the Underwriting Agreement

By: Morgan Stanley & Co. Incorporated

By:	/s/ William R. Salisbury
	Name:	William R. Salisbury
	Title:	Managing Director

By: Lehman Brothers Inc.

By:	/s/ Victoria Hale
	Name:	Victoria Hale
	Title:	Vice President

cc: Syed B. Ali
Cavium Networks, Inc.

Vincent P. Pangrazio, Esq.
Cooley Godward Kronish LLP

Jeffrey D. Saper, Esq.
Allison B. Spinner, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.

(Signature page to request for acceleration of effectiveness)