UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

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 (see General Instruction A.2. below):

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

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

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

⃞ 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

On December 11, 2008, Ciena Corporation (the “Company”) issued a press release announcing its financial results for its fourth fiscal quarter and fiscal year ended October 31, 2008. The text of the press release is furnished as Exhibit 99.1 to this Report. The information in this Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.

ITEM 5.02 – DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(b)       On December 9, 2008, Gerald H. Taylor, a member of the Company’s Board of Directors and the Compensation Committee thereof, informed the Board of Directors that he will not stand for re-election at the 2009 Annual Meeting of Shareholders (the “Annual Meeting”). Mr. Taylor intends to retire from the Board of Directors upon the completion of his current term at the Annual Meeting, and his decision not to stand for re-election at the Annual Meeting was not due to any disagreement with Ciena. In connection with Mr. Taylor’s retirement, the Board of Directors, by resolution in accordance with the Company’s Amended and Restated Bylaws, has reduced its size from nine members to eight, effective immediately prior to the Annual Meeting. This reduction will have the effect of reducing the number of directors in Class III of the Board of Directors, which will stand for election at the Annual Meeting, from three members to two. Ciena’s other Board classes will continue to have three directors each, with Class I standing for election in 2010 and Class II standing for election in 2011.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

(c)   The following exhibit is being filed herewith:

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.

Exhibit 99.1

Ciena Reports Unaudited Fiscal Fourth Quarter 2008 and Year-End Results

Delivers 16% year-over-year revenue growth and annual GAAP gross margin of 50%

LINTHICUM, Md.--(BUSINESS WIRE)--December 11, 2008--Ciena^® Corporation (NASDAQ: CIEN), the network specialist, today announced unaudited results for its fiscal fourth quarter and year ended October 31, 2008. Revenue for the year totaled $902.4 million, representing an increase of 16% over revenue of $779.8 million for fiscal 2007. For the fiscal fourth quarter 2008, Ciena reported revenue of $179.7 million, representing a 29% sequential decrease from fiscal third quarter 2008 revenue of $253.2 million, and a decrease of 17% over the same period a year ago when Ciena reported revenue of $216.2 million.

On the basis of generally accepted accounting principles (GAAP), Ciena’s net income for fiscal year 2008, was $38.9 million, or $0.42 per diluted common share. This compares to a GAAP net income of $82.8 million, or $0.87 per diluted common share, for fiscal year 2007. For the fiscal fourth quarter ended October 31, 2008, Ciena’s reported GAAP net loss was $(25.4) million, or $(0.28) per common share. This compares to fiscal third quarter 2008 GAAP net income of $11.7 million, or $0.12 per diluted common share, and a reported GAAP net income of $30.4 million, or $0.30 per diluted common share, for the same period a year ago.

Ciena’s adjusted (non-GAAP) net income for fiscal year 2008 was $122.5 million, or $1.17 per diluted common share. This compares to an adjusted (non-GAAP) net income of $134.5 million, or $1.39 per diluted common share, for fiscal year 2007. For the fiscal fourth quarter ended October 31, 2008, Ciena’s reported adjusted (non-GAAP) net loss was $(9.2) million, or $(0.10) per common share. This compares to fiscal third quarter 2008 adjusted (non-GAAP) net income of $39.8 million, or $0.37 per diluted common share, and adjusted (non-GAAP) net income of $50.3 million, or $0.48 per diluted common share, for the same period a year ago. A reconciliation between the GAAP and adjusted (non-GAAP) measures contained in this release is provided in the table in Appendix A.

“While our fiscal fourth quarter results clearly demonstrate the effects of a challenging macroeconomic and industry environment, Ciena made meaningful strategic progress during the year and delivered a strong fiscal 2008,” said Gary Smith, Ciena’s president and CEO. “In addition to 16% annual revenue growth, we also improved our gross margin over fiscal 2007; invested significantly in our business while maintaining our as-adjusted operating margin; and, generated $117.6 million in cash from operations during the year.”

Fiscal 2008 Performance Highlights

• Achieved annual revenue growth of 16%.
• Expanded our global footprint with non-US customers contributing 35% of revenue.
• Attained an annual overall GAAP gross margin of 50% with product gross margin of 53% and services gross margin of 28%.
• Delivered GAAP income from operations of 2% of revenue and adjusted (non-GAAP) income from operations of 11% of revenue.
• Generated $117.6 million cash from operations.
• Ended the year with cash, cash equivalents and short- and long-term investments of $1.1 billion.

Fourth Quarter 2008 Customer and Product Highlights

• Telecom Argentina selected the CN 4200^® FlexSelect^® Advanced Services Platform with G10 and G10X Ethernet Service Modules for an extensive network upgrade and expansion.
• Sprint selected Ciena’s Carrier Ethernet platforms as one of the backhaul solutions for the operator’s 4G WiMAX network for XOHM^™ wide area mobile broadband services.
• XO Communications selected Ciena’s CN 4200 FlexSelect Advanced Services Platform to support the delivery of on-demand, high-bandwidth optical metro transport services and deployed Ciena’s Carrier Ethernet Service Delivery Switches throughout its metropolitan networks as part of the service provider’s new Ethernet Hub service.
• Ciena announced new feature-rich enhancements to its Carrier Ethernet Service Delivery portfolio including the new CN 3911 Service Delivery Switch and the new CN 3920 Service Delivery Switch.
• American Fiber Systems (AFS) deployed Ciena’s remotely programmable CN 4200 FlexSelect Advanced Services Platform to add managed and dedicated wavelength services to its service portfolio.
• Saint Francis Hospital and Medical Center deployed the CN 4200 FlexSelect Advanced Services Platform to optimize patient care through high-performance connectivity across its hospital and data center facilities in Connecticut.
• AboveNet, Inc. and XO became among the first of Ciena’s BizConnect partners to be designated as Managed Services Provider partners.

Business Outlook

“Longer term, we believe that underlying capacity demands and our customers’ business need to transition to more efficient networks remain fundamental demand drivers for our business,” said Smith. “Our short-term visibility is limited, however, as the rapidly unfolding macroeconomic climate causes increased capex scrutiny among our customers.”

“While we expect the current, challenging environment will persist through 2009, our goal and our focus is to manage our business to be both profitable on an as-adjusted basis and cash-flow positive for the year,” said Smith. “At this time, our best estimate is that our fiscal first quarter 2009 revenue will be in a range of $170 million to $185 million.”

Live Web Broadcast of Unaudited Fiscal Fourth Quarter 2008 and Year-End Results

Ciena will host a discussion of its unaudited fiscal fourth quarter 2008 and year end results with investors and financial analysts today, Thursday, December 11, 2008 at 8:30 a.m. (Eastern). The live broadcast of the discussion will be available via Ciena’s homepage at www.ciena.com. An archived version of the discussion will be available shortly following the conclusion of the live broadcast on the Investor Relations page of Ciena’s website at: http://www.ciena.com/investors.

Note to Investors

Forward-looking statements. This press release contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. These statements are based on information available to the Company as of the date hereof; and Ciena's actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risk factors disclosed in its Report on Form 10-Q, which Ciena filed with the Securities and Exchange Commission on September 5, 2008. Forward-looking statements include statements regarding Ciena's expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Forward-looking statements in this release include: Longer term, we believe that underlying capacity demands and our customers’ business need to transition to more efficient networks remain fundamental demand drivers for our business; while we expect the current, challenging environment will persist through 2009, our goal and our focus is to manage our business to be both profitable on an as-adjusted basis and cash-flow positive for the year; and at this time our best estimate is that our fiscal first quarter 2009 revenue will be in a range of $170 million to $185 million. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.

Non-GAAP Presentation of Annual and Quarterly Results. This release includes non-GAAP measures of Ciena’s gross profit, operating expense, income from operations, net income and net income per share. In evaluating the operating performance of Ciena’s business, management excludes certain charges and credits that are required by GAAP. These items, share one or more of the following characteristics: they are unusual and Ciena does not expect them to recur in the ordinary course of its business; they do not involve the expenditure of cash; they are unrelated to the ongoing operation of the business in the ordinary course; or their magnitude and timing is largely outside of Ciena’s control. Management believes that the non-GAAP measures below provide management and investors useful information and meaningful insight to the operating performance of the business. The presentation of these non-GAAP financial measures should be considered in addition to Ciena’s GAAP results and these measures are not intended to be a substitute for the financial information prepared and presented in accordance with GAAP. Ciena’s non-GAAP measures and the related adjustments may differ from non-GAAP measures used by other companies and should only be used to evaluate Ciena’s results of operations in conjunction with our corresponding GAAP results. For a complete GAAP to non-GAAP reconciliation of the non-GAAP measures contained in this release, see Appendix A.

About Ciena

Ciena specializes in the transition to service-driven networks. We provide flexible platforms, intelligent software and professional services to help our customers use their networks to fundamentally change the way they compete. With a growing global presence, Ciena leverages its heritage of practical innovation to deliver maximum performance and economic value in communications networks worldwide. We routinely post recent news, financial results and other important announcements and information about Ciena on our website at www.ciena.com.

¹ Note that calculating GAAP and adjusted (non-GAAP) diluted earnings per common share requires adding to net income interest expense of approximately $2.0 and $1.9 million (associated with Ciena’s 0.25% and 0.875% convertible senior notes) in the fiscal fourth quarter of 2007 and fiscal third quarter of 2008 respectively.

² Note that calculating GAAP and adjusted (non-GAAP) diluted earnings per common share requires adding to net income interest expense of approximately $4.1 million and $7.4 million (associated with Ciena’s 0.25% and 0.875% convertible senior notes) in 2007 and 2008 respectively.

The adjusted (non-GAAP) measures above and their reconciliation to Ciena’s GAAP results for the periods presented reflect adjustments relating to the following items:

• Share-based compensation cost – a non-cash expense incurred in accordance with SFAS 123(R).
• Amortization of intangible assets – a non-cash expense arising from acquisition of intangible assets, principally developed technology, which Ciena is required to amortize over its expected useful life.
• Fair value adjustment of acquired inventory – an infrequent charge required by purchase accounting rules resulting from the revaluation of finished goods inventory acquired from World Wide Packets to estimated fair value. This revaluation resulted in a net increase in inventory carrying value and a $5.3 million increase in cost of goods sold during the fiscal year 2008.
• Litigation settlement – included in general and administrative expenses during fiscal years 2007 and 2008 were $2.3 million and $7.7 million in expense associated with litigation settlements respectively that Ciena believes are not reflective of its ongoing operating costs.
• Restructuring costs (recoveries) – infrequent costs (recoveries) incurred as the result of restructuring activities (or in the case of recoveries, previous restructuring activities) taken to align resources with perceived market opportunities, including new segment opportunities within the overall market, which Ciena believes are not reflective of its ongoing operating costs.
• Gain on lease settlements – an infrequent gain unrelated to normal operations resulting from the termination of lease obligations for an unused facility.
• Realized loss on marketable debt investments – an infrequent loss related to Ciena’s investments in commercial paper issued by two structured investment vehicles (SIVs) exposed to market risks stemming from mortgage-related assets. Ciena realized a $13.0 million and $5.1 million loss in fiscal 2007 and 2008, respectively, related to these two investments.
• Gain on early extinguishment of debt – an infrequent gain related to the early extinguishment of outstanding debt.

CONTACT:
Ciena Corporation
Press Contact:
Nicole Anderson, 410-694–5786
pr@ciena.com
or
Investor Contact:
Marie Downing, 888-243-6223
ir@ciena.com