<PAGE>


   As filed with the Securities and Exchange Commission on February 26, 2002
                                                   Registration No. 333 - ______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  TELLIUM, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                          22-3509099
(State or other jurisdiction of                            (I.R.S. Employer
 Incorporation or organization)                          Identification No.)

                                2 Crescent Place
                        Oceanport, New Jersey 07757-0901
                                (732) 923 - 4100
               (Address, including zip code and telephone number,
        including area code, of registrant's principal executive offices)

             Amended and Restated Special 2001 Stock Incentive Plan
                            2001 Stock Incentive Plan
                            (Full title of the plans)

               Harry J. Carr, Chairman and Chief Executive Officer
                                  Tellium, Inc.
                                2 Crescent Place
                        Oceanport, New Jersey 07757-0901
                                 (732) 923-4100

                                    copy to:

                             Richard A. Steinwurtzel
                    Fried, Frank, Harris, Shriver & Jacobson
                          1001 Pennsylvania Avenue, NW
                             Washington, D.C. 20004
                                 (202) 639-7000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

  ============================================================================================================================
                                                                                     Proposed
                                                                                      Maximum        Proposed
                                                                                     Offering        Maximum      Amount of
          Title of Each Class                                       Amount to be     Price per      Aggregate    Registration
      of Securities to be Registered                                 Registered      Share (1)    Offering Price     Fee
      ------------------------------                                 ----------      ---------    --------------     ---
  <S>                                                              <C>            <C>             <C>            <C>
  Common stock, $.001 par value, issuable
  under the Special 2001 Stock Incentive Plan                        712,501          $2.14        $ 1,524,752    $  140.28

  Common stock, $.001 par value, issuable
  under the 2001 Stock Incentive Plan                              5,584,613          $2.14        $11,951,072    $1,099.50

  Total                                                            6,297,114                       $13,475,824    $1,239.78
  ============================================================================================================================

</TABLE>


   (1) The proposed maximum offering price per share is estimated solely for the
       purpose of computing the amount of the registration fee under Rule 457(c)
       and (h). The proposed maximum offering prices are based on the average of
       the high and low sale price of $2.14 per share of Tellium's common stock
       reported on the Nasdaq Stock Market on February 25, 2002.

<PAGE>

                                EXPLANATORY NOTE

      This registration statement registers shares of common stock that may
be issued under the Amended and Restated Special 2001 Stock Incentive Plan and
the 2001 Stock Incentive Plan.

      This registration statement contains information required in the
registration statement under Part II of Form S-8. The plan information specified
by Part I of Form S-8 is not being filed with the Securities and Exchange
Commission as permitted by the Note in Part I of Form S-8. This plan
information, the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants of the employee benefit plans as specified by Rule 428 under the
Securities Act of 1933.

      Tellium, Inc. will provide without charge to any person, upon written or
oral request of such person, a copy of each document incorporated by reference
in Item 3 of Part II of this registration statement (which documents are
incorporated by reference in the Section 10(a) prospectus as set forth in Form
S-8), other documents required to be delivered to eligible plan participants
pursuant to Rule 428(b) of the Securities Act of 1933 or additional information
about the plans. Requests should be directed to Tellium, Inc., 2 Crescent Place,
Oceanport, New Jersey 07757-0901 attention: Jennifer Collins (telephone
723-923-4100).

<PAGE>

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

            .  The following documents, which have been filed by Tellium with
               the SEC, are incorporated by reference in this registration
               statement:
            .  Current Reports on Form 8-K filed on October 25, 2001, November
               15, 2001, December 20, 2001 and January 31, 2002;
            .  Quarterly Report on Form 10-Q for the quarter ended September 30,
               2001;
            .  Quarterly Report on Form 10-Q for the quarter ended June 30,
               2001;
            .  Final prospectus under Rule 424(b), filed on May 17, 2001, that
               contains audited financial statements for our latest fiscal year
               and a description of our common stock;
            .  Registration Statement on Form 8-A, filed on May 11, under
               Section 12 of the Securities Exchange Act of 1934; and
            .  Registration Statement on Form S-1 (No. 333-46362) originally
               filed on September 22, 2000, including all amendments.

            All documents that we subsequently file under Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 before we file a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.

            Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

               Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 145 of the Delaware General Corporation Law empowers a
Delaware corporation to indemnify its officers and directors and specific other
persons to the extent and under the circumstances set forth therein.

            Under Section 102(b)(7) of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation, as amended and restated, eliminates
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liabilities arising (a) from any breach of the director's duty of loyalty to the
corporation or its stockholders; (b) from acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (c) under
Section 174 of the Delaware General Corporation Law; or (d) from any transaction
from which the director derived an improper personal benefit.

            The Registrant's Certificate of Incorporation, as amended and
restated, requires the Registrant to indemnify its directors and officers to the
extent permitted under Section 145 of the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation, as amended and restated, provides
that the Registrant shall indemnify any person who was or is a party or is
threatened to be made a party to any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Registrant, or is or
was serving at the request of the Registrant as a director or officer of another
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise, whether the basis of the proceeding
is alleged action in an official capacity as a director or officer or in any
other capacity while so serving, to the full extent authorized by the Delaware
General Corporation Law.

                                      II-1

<PAGE>

            The above discussion of Section 145 and of the Registrant's
Certificate of Incorporation, as amended and restated, is not intended to be
exhaustive and is respectively qualified in its entirety by such statute and the
Registrant's Certificate of Incorporation, as amended and restated.

            The Registrant has obtained primary and excess insurance policies
insuring its directors and officers and those of its subsidiaries against some
liabilities they may incur in their capacity as directors and officers. Under
such policies, the insurer, on behalf of the Registrant, may also pay amounts
for which the Registrant has granted indemnification to the directors or
officers.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.    EXHIBITS.

            The following documents are filed as exhibits to this registration
statement:

Exhibit    Description of Exhibit
-------    ----------------------

4.1        2001 Stock Incentive Plan, filed as Exhibit 10.28 to Tellium's
           Registration Statement (File No. 333-46362) on Form S-1*.

4.2        Amended and Restated Special 2001 Stock Incentive Plan.

5.1        Opinion of Fried, Frank, Harris, Shriver & Jacobson as to the
           legality of the shares of common stock covered by this registration
           statement.

23.1       Consent of Deloitte & Touche LLP.

23.2       Consent of Ernst & Young LLP.

23.3       Consent of Arthur Andersen LLP.

23.4       Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
           Exhibit 5.1 above).

24.1       Power of Attorney (included on signature page of this registration
           statement).

------------------
* Incorporated by reference.

                                      II-2

<PAGE>


ITEM 9.    UNDERTAKINGS.

           (a) The undersigned registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                      (i)  To include any prospectus required by Section 10(a)
              (3) of the Securities Act of 1933;

                      (ii) To reflect in the prospectus any facts or events
              arising after the effective date of the registration statement (or
              the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in the registration statement.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high end of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Securities and Exchange Commission pursuant to Rule
              424(b) if, in the aggregate, the changes in volume and price
              represent no more than a 20% change in the maximum aggregate
              offering price set forth in the "Calculation of Registration Fee"
              table in the effective registration statement; and

                      (iii) To include any material information with respect to
              the plan of distribution not previously disclosed in the
              registration statement or any material change to such information
              in the registration statement;

              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
              apply if the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Securities and
              Exchange Commission by Tellium pursuant to Section 13 or Section
              15(d) of the Securities Exchange Act of 1934 that are incorporated
              by reference in the registration statement.

              (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

           (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Tellium pursuant to the foregoing provisions, or otherwise, Tellium
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Tellium will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      II-3

<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, Tellium
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oceanport, State of New Jersey, on February 26,
2002.

                                      TELLIUM, INC.

                                   By: /s/  Harry J. Carr
                                       -----------------------------------------
                                         Harry J. Carr
                                         Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

            The undersigned directors and officers of Tellium, Inc. hereby
constitute and appoint Harry J. Carr and William J. Proetta and each of them, as
his true and lawful attorneys-in-fact and agents, with full power to act without
the other and with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration statement,
and new registration statements relating to this Form S-8, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

                                      II-4

<PAGE>

            Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                        TITLE                                       DATE
<S>                              <C>                                         <C>
/s/ Harry J. Carr                Chief Executive Officer and                 February 26, 2002
-------------------------------  Chairman of the Board of Directors
Harry J. Carr                    (Principal Executive Officer)


/s/ William J. Proetta           President and Chief Operating Officer       February 26, 2002
-------------------------------
William J. Proetta


/s/ William B. Bunting           Director                                    February 26, 2002
-------------------------------
William B. Bunting


/s/ Michael M. Connors           Director                                    February 26, 2002
-------------------------------
Michael M. Connors


/s/ Jeffrey A. Feldman           Director                                    February 26, 2002
-------------------------------
Jeffrey A. Feldman


/s/ Edward F. Glassmeyer         Director                                    February 26, 2002
-------------------------------
Edward F. Glassmeyer


/s/ William A. Roper             Director                                    February 26, 2002
-------------------------------
William A. Roper


/s/ Richard C. Smith             Director                                    February 26, 2002
-------------------------------
Richard C. Smith


/s/ Marc B. Weisberg             Director                                    February 26, 2002
-------------------------------
Marc B. Weisberg


/s/ Michael J. Losch             Chief Financial Officer (Principal          February 26, 2002
-------------------------------  Financial and Accounting Officer)
Michael J. Losch

</TABLE>

                                      II-5

<PAGE>

                                  EXHIBIT INDEX

            The following documents are filed as exhibits to this registration
statement:

EXHIBIT         DESCRIPTION OF EXHIBIT
-------         ----------------------

 4.1            2001 Stock Incentive Plan, filed as Exhibit 10.28 to Tellium's
                Registration Statement (File No. 333-46362) on Form S-1*.

 4.2            Amended and Restated Special 2001 Stock Incentive Plan.

 5.1            Opinion of Fried, Frank, Harris, Shriver & Jacobson as to the
                legality of the shares of common stock covered by this
                registration statement.

 23.1           Consent of Deloitte & Touche LLP.

 23.2           Consent of Ernst & Young LLP.

 23.3           Consent of Arthur Andersen LLP.

 23.4           Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
                Exhibit 5.1 above).

 24.1           Power of Attorney (included on signature page of this
                registration statement).

-------------------
* Incorporated by reference.

                                      E-1
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{"company-data": {"conformed-name": "TELLIUM INC", "cik": "0001101680", "assigned-sic": "3661", "irs-number": "223509099", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83422", "film-number": "02558969"}, "business-address": {"street1": "2 CRESCENT PLACE", "city": "OCEANPORT", "state": "NJ", "zip": "07757"}}
As filed with the Securities and Exchange Commission on February 26, 2002
                                                   Registration No. 333 - ______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  TELLIUM, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                          22-3509099
(State or other jurisdiction of                            (I.R.S. Employer
 Incorporation or organization)                          Identification No.)

                                2 Crescent Place
                        Oceanport, New Jersey 07757-0901
                                (732) 923 - 4100
               (Address, including zip code and telephone number,
        including area code, of registrant's principal executive offices)

             Amended and Restated Special 2001 Stock Incentive Plan
                            2001 Stock Incentive Plan
                            (Full title of the plans)

               Harry J. Carr, Chairman and Chief Executive Officer
                                  Tellium, Inc.
                                2 Crescent Place
                        Oceanport, New Jersey 07757-0901
                                 (732) 923-4100

                                    copy to:

                             Richard A. Steinwurtzel
                    Fried, Frank, Harris, Shriver & Jacobson
                          1001 Pennsylvania Avenue, NW
                             Washington, D.C. 20004
                                 (202) 639-7000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                                                     Proposed
                                                                                      Maximum        Proposed
                                                                                     Offering        Maximum      Amount of
          Title of Each Class                                       Amount to be     Price per      Aggregate    Registration
      of Securities to be Registered                                 Registered      Share (1)    Offering Price     Fee
      ------------------------------                                 ----------      ---------    --------------     ---
Common stock, $.001 par value, issuable
  under the Special 2001 Stock Incentive Plan                        712,501          $2.14        $ 1,524,752    $  140.28

  Common stock, $.001 par value, issuable
  under the 2001 Stock Incentive Plan                              5,584,613          $2.14        $11,951,072    $1,099.50

  Total                                                            6,297,114                       $13,475,824    $1,239.78
  ============================================================================================================================
(1) The proposed maximum offering price per share is estimated solely for the
       purpose of computing the amount of the registration fee under Rule 457(c)
       and (h). The proposed maximum offering prices are based on the average of
       the high and low sale price of $2.14 per share of Tellium's common stock
       reported on the Nasdaq Stock Market on February 25, 2002.
EXPLANATORY NOTE

      This registration statement registers shares of common stock that may
be issued under the Amended and Restated Special 2001 Stock Incentive Plan and
the 2001 Stock Incentive Plan.

      This registration statement contains information required in the
registration statement under Part II of Form S-8. The plan information specified
by Part I of Form S-8 is not being filed with the Securities and Exchange
Commission as permitted by the Note in Part I of Form S-8. This plan
information, the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants of the employee benefit plans as specified by Rule 428 under the
Securities Act of 1933.

      Tellium, Inc. will provide without charge to any person, upon written or
oral request of such person, a copy of each document incorporated by reference
in Item 3 of Part II of this registration statement (which documents are
incorporated by reference in the Section 10(a) prospectus as set forth in Form
S-8), other documents required to be delivered to eligible plan participants
pursuant to Rule 428(b) of the Securities Act of 1933 or additional information
about the plans. Requests should be directed to Tellium, Inc., 2 Crescent Place,
Oceanport, New Jersey 07757-0901 attention: Jennifer Collins (telephone
723-923-4100).
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

            .  The following documents, which have been filed by Tellium with
               the SEC, are incorporated by reference in this registration
               statement:
            .  Current Reports on Form 8-K filed on October 25, 2001, November
               15, 2001, December 20, 2001 and January 31, 2002;
            .  Quarterly Report on Form 10-Q for the quarter ended September 30,
               2001;
            .  Quarterly Report on Form 10-Q for the quarter ended June 30,
               2001;
            .  Final prospectus under Rule 424(b), filed on May 17, 2001, that
               contains audited financial statements for our latest fiscal year
               and a description of our common stock;
            .  Registration Statement on Form 8-A, filed on May 11, under
               Section 12 of the Securities Exchange Act of 1934; and
            .  Registration Statement on Form S-1 (No. 333-46362) originally
               filed on September 22, 2000, including all amendments.

            All documents that we subsequently file under Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 before we file a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.

            Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

               Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 145 of the Delaware General Corporation Law empowers a
Delaware corporation to indemnify its officers and directors and specific other
persons to the extent and under the circumstances set forth therein.

            Under Section 102(b)(7) of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation, as amended and restated, eliminates
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liabilities arising (a) from any breach of the director's duty of loyalty to the
corporation or its stockholders; (b) from acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (c) under
Section 174 of the Delaware General Corporation Law; or (d) from any transaction
from which the director derived an improper personal benefit.

            The Registrant's Certificate of Incorporation, as amended and
restated, requires the Registrant to indemnify its directors and officers to the
extent permitted under Section 145 of the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation, as amended and restated, provides
that the Registrant shall indemnify any person who was or is a party or is
threatened to be made a party to any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Registrant, or is or
was serving at the request of the Registrant as a director or officer of another
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise, whether the basis of the proceeding
is alleged action in an official capacity as a director or officer or in any
other capacity while so serving, to the full extent authorized by the Delaware
General Corporation Law.

                                      II-1
The above discussion of Section 145 and of the Registrant's
Certificate of Incorporation, as amended and restated, is not intended to be
exhaustive and is respectively qualified in its entirety by such statute and the
Registrant's Certificate of Incorporation, as amended and restated.

            The Registrant has obtained primary and excess insurance policies
insuring its directors and officers and those of its subsidiaries against some
liabilities they may incur in their capacity as directors and officers. Under
such policies, the insurer, on behalf of the Registrant, may also pay amounts
for which the Registrant has granted indemnification to the directors or
officers.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.    EXHIBITS.

            The following documents are filed as exhibits to this registration
statement:

Exhibit    Description of Exhibit
-------    ----------------------

4.1        2001 Stock Incentive Plan, filed as Exhibit 10.28 to Tellium's
           Registration Statement (File No. 333-46362) on Form S-1*.

4.2        Amended and Restated Special 2001 Stock Incentive Plan.

5.1        Opinion of Fried, Frank, Harris, Shriver & Jacobson as to the
           legality of the shares of common stock covered by this registration
           statement.

23.1       Consent of Deloitte & Touche LLP.

23.2       Consent of Ernst & Young LLP.

23.3       Consent of Arthur Andersen LLP.

23.4       Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
           Exhibit 5.1 above).

24.1       Power of Attorney (included on signature page of this registration
           statement).

------------------
* Incorporated by reference.

                                      II-2
ITEM 9.    UNDERTAKINGS.

           (a) The undersigned registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                      (i)  To include any prospectus required by Section 10(a)
              (3) of the Securities Act of 1933;

                      (ii) To reflect in the prospectus any facts or events
              arising after the effective date of the registration statement (or
              the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in the registration statement.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high end of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Securities and Exchange Commission pursuant to Rule
              424(b) if, in the aggregate, the changes in volume and price
              represent no more than a 20% change in the maximum aggregate
              offering price set forth in the "Calculation of Registration Fee"
              table in the effective registration statement; and

                      (iii) To include any material information with respect to
              the plan of distribution not previously disclosed in the
              registration statement or any material change to such information
              in the registration statement;

              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
              apply if the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Securities and
              Exchange Commission by Tellium pursuant to Section 13 or Section
              15(d) of the Securities Exchange Act of 1934 that are incorporated
              by reference in the registration statement.

              (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

           (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Tellium pursuant to the foregoing provisions, or otherwise, Tellium
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Tellium will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, Tellium
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oceanport, State of New Jersey, on February 26,
2002.

                                      TELLIUM, INC.

                                   By: /s/  Harry J. Carr
                                       -----------------------------------------
                                         Harry J. Carr
                                         Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

            The undersigned directors and officers of Tellium, Inc. hereby
constitute and appoint Harry J. Carr and William J. Proetta and each of them, as
his true and lawful attorneys-in-fact and agents, with full power to act without
the other and with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration statement,
and new registration statements relating to this Form S-8, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

                                      II-4
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE                        TITLE                                       DATE
/s/ Harry J. Carr                Chief Executive Officer and                 February 26, 2002
-------------------------------  Chairman of the Board of Directors
Harry J. Carr                    (Principal Executive Officer)

/s/ William J. Proetta           President and Chief Operating Officer       February 26, 2002
-------------------------------
William J. Proetta

/s/ William B. Bunting           Director                                    February 26, 2002
-------------------------------
William B. Bunting

/s/ Michael M. Connors           Director                                    February 26, 2002
-------------------------------
Michael M. Connors

/s/ Jeffrey A. Feldman           Director                                    February 26, 2002
-------------------------------
Jeffrey A. Feldman

/s/ Edward F. Glassmeyer         Director                                    February 26, 2002
-------------------------------
Edward F. Glassmeyer

/s/ William A. Roper             Director                                    February 26, 2002
-------------------------------
William A. Roper

/s/ Richard C. Smith             Director                                    February 26, 2002
-------------------------------
Richard C. Smith

/s/ Marc B. Weisberg             Director                                    February 26, 2002
-------------------------------
Marc B. Weisberg

/s/ Michael J. Losch             Chief Financial Officer (Principal          February 26, 2002
-------------------------------  Financial and Accounting Officer)
Michael J. Losch
II-5
EXHIBIT INDEX

            The following documents are filed as exhibits to this registration
statement:

EXHIBIT         DESCRIPTION OF EXHIBIT
-------         ----------------------

 4.1            2001 Stock Incentive Plan, filed as Exhibit 10.28 to Tellium's
                Registration Statement (File No. 333-46362) on Form S-1*.

 4.2            Amended and Restated Special 2001 Stock Incentive Plan.

 5.1            Opinion of Fried, Frank, Harris, Shriver & Jacobson as to the
                legality of the shares of common stock covered by this
                registration statement.

 23.1           Consent of Deloitte & Touche LLP.

 23.2           Consent of Ernst & Young LLP.

 23.3           Consent of Arthur Andersen LLP.

 23.4           Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
                Exhibit 5.1 above).

 24.1           Power of Attorney (included on signature page of this
                registration statement).

-------------------
* Incorporated by reference.

                                      E-1