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

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                              (Amendment No. 3 )*

                                 Bookham, Inc.
                                   -----------
                                (Name of Issuer)

                     Common Stock, $.01 par value per share
                     --------------------------------------
                         (Title of Class of Securities)

                                   09856E105
                                  ------------
                                 (CUSIP Number)

                               December 31, 2005
                                 --------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [X]    Rule 13d-1(b)

         [ ]    Rule 13d-1(c)

         [ ]    Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).







                                  SCHEDULE 13G

CUSIP No. 09856E105

      1.    Names of Reporting Persons.
            I.R.S. Identification Nos. of above persons (entities only).
            AMVESCAP PLC
                  INVESCO Asset Management Ireland Limited
                  INVESCO Asset Management Limited

      2.    Check the Appropriate Box if a Member of a Group (see Instructions)

            (a)   _____________________________________________________

            (b)   _____________________________________________________

      3.    SEC Use Only ______________________________________________________

      4.    Citizenship or Place of Organization
            AMVESCAP PLC:  England
            INVESCO Asset Management Ireland Limited:  Ireland
            INVESCO Asset Management Limited:  England



                    5.    Sole Voting Power     8,624,766: Such shares are
                          held by the following entities in the respective
                          amounts listed:
                               INVESCO Asset Management Ireland Limited 923,582
                               INVESCO Asset Management Limited 7,701,184

Number of Shares    -------------------------------------------------
Beneficially Owned
by Each Reporting   6.    Shared Voting Power      _______________
Person With         -------------------------------------------------

                    7.    Sole Dispositive Power    8,624,766: Such shares are
                          held by the following entities in the respective
                          amounts listed:
                               INVESCO Asset Management Ireland Limited 923,582
                               INVESCO Asset Management Limited 7,701,184


                    -------------------------------------------------
                    8.    Shared Dispositive Power _______________

      9.    Aggregate Amount Beneficially Owned by Each Reporting Person
            8,624,766

      10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares
            (See Instructions) N/A

      11.   Percent of Class Represented by Amount in Row (9)     19.14%

      12.   Type of Reporting Person (See Instructions)
            IA, HC. See Items 2 and 3 of this statement.







                                  SCHEDULE 13G

Item 1(a)   NAME OF ISSUER:

            Bookham, Inc.

Item 1(b)   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

            2584 Junction Avenue
            San Jose, CA 95134

Item 2(a)   NAME OF PERSON FILING:

            AMVESCAP PLC

            In accordance with Securities and Exchange Commission Release No.
            34-39538 (January 12, 1998), this statement on Schedule 13G or
            amendment thereto is being filed by AMVESCAP PLC ("AMVESCAP"), a
            U.K. entity, on behalf of itself and its subsidiaries listed in
            Item 4 of the cover of this statement. AMVESCAP through such
            subsidiaries provides investment management services to
            institutional and individual investors worldwide.

            Executive officers and directors of AMVESCAP or its subsidiaries
            may beneficially own shares of the securities of the issuer to
            which this statement relates (the "Shares"), and such Shares are
            not reported in this statement. AMVESCAP and its subsidiaries
            disclaim beneficial ownership of Shares beneficially owned by any
            of their executive officers and directors. Each of AMVESCAP's
            direct and indirect subsidiaries also disclaim beneficial ownership
            of Shares beneficially owned by AMVESCAP and any other subsidiary.

Item 2(b)   ADDRESS OF PRINCIPAL BUSINESS OFFICE:

            11 Devonshire Square
            London EC2M 4YR
            England

Item 2(c)   CITIZENSHIP:

            See the response to Item 2(a) of this statement.

Item 2(d)   TITLE OF CLASS OF SECURITIES:

            Common Stock, $.01 par value per share

Item 2(e) CUSIP NUMBER:

            09856E105

Item 3      TYPE OF REPORTING PERSON:

            An investment adviser in accordance with section
            240.13d-1(b)(1)(ii)(E)

            A parent holding company or control person in accordance with
            section 240.13d-1(b)(1)(ii)(G)

            As noted in Item 2 above, AMVESCAP is making this filing on behalf
            of its subsidiaries listed herein. Each of these entities is either
            an investment adviser registered with the United States Securities
            Exchange Commission under Section 203 of the Investment Advisers
            Act of 1940, as amended, or under similar laws of other
            jurisdictions. AMVESCAP is a holding company.







Item 4      OWNERSHIP:

            Please see responses to Items 5-8 on the cover of this statement
            which are incorporated herein by reference.

Item 5      OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

            N/A

Item 6      OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

            N/A

Item        7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
            ACQUIRED THE SECURITY BEING REPORTING ON BY THE PARENT HOLDING
            COMPANY:

            Please see Item 3 of this statement, which is incorporated herein
            by reference.

Item 8      IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

            N/A

Item 9      NOTICE OF DISSOLUTION OF A GROUP:

            N/A

Item 10     CERTIFICATION:

            By signing below I certify that, to the best of my knowledge and
            belief, the securities referred to above were acquired and are held
            in the ordinary course of business and were not acquired and are
            not held for the purpose of or with the effect of changing or
            influencing the control of the issuer of the securities and were
            not acquired and are not held in connection with or as a
            participant in any transaction having that purpose or effect.

            SIGNATURE:

            After reasonable inquiry and to the best of my knowledge and
            belief, I certify that the information set forth in this statement
            is true, complete and correct.

                                                   February 13, 2006
                                                   Date

                                                   /s/  Lisa Brinkley
                                           ---------------------------
                                                   Signature

                                           Lisa Brinkley
                                           Chief Compliance Officer
                                           AMVESCAP PLC