<PAGE>


       As filed with the Securities and Exchange Commission on November 14, 2001
                                                     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)

                       Special 2001 Stock Incentive Plan
                          Restricted Stock Agreements
                            (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
                                                               Offering       Proposed 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                               1,737,500            $5.82        $ 10,112,250.00        $ 2,528.06

Common stock, $.001 par value, issued
under the Restricted Stock Agreements
and the Management Investor
Subscription Agreements                     16,778,569             5.82        $ 97,651,271.58         24,412.82

Total                                       18,516,069                         $107,763,521.60        $26,940.88
====================================================================================================================
</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). With respect to the 1,737,500 shares reserved for future issuance
     under the Special 2001 Stock Incentive Plan and the 16,778,569 shares that
     have been issued under the Restricted Stock Agreements and the Management
     Investor Subscription Agreements, the proposed maximum offering price is
     based on the average of the high and low sale price of $5.82 per share of
     Tellium's common stock reported on the Nasdaq Stock Market on November 7,
     2001.

<PAGE>


                                EXPLANATORY NOTE

     This registration statement registers (1) shares of common stock that may
be issued under the Special 2001 Stock Incentive Plan; (2) resales of shares of
common stock that have been issued under Restricted Stock Agreements and
Management Investor Subscription Agreements; and (3) resales of shares of common
stock that may be issued under the Special 2001 Stock Incentive Plan.

     This registration statement contains two parts. The first part contains a
reoffer prospectus prepared in accordance with Part I of Form S-3. The second
part 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>

                                  TELLIUM, INC.

                                  Common Stock

                                18,516,069 Shares

                                   ----------

                               REOFFER PROSPECTUS

                                   ----------

         Selling stockholders of Tellium, Inc. may from time to time offer and
sell up to an aggregate of 18,516,069 shares of common stock to the public under
this reoffer prospectus. Sales may be made at market prices prevailing at the
time of the sale or at negotiated or fixed prices. The selling stockholders are
current or former officers and other employees of Tellium, and their family
members, who (1) have acquired their shares of common stock under the Restricted
Stock Agreements and the Management Investor Subscription Agreements or (2) who
may acquire their shares of common stock under the Special 2001 Stock Incentive
Plan.

         We sometimes refer to the shares of common stock offered under this
reoffer prospectus as the "securities."

         Our common stock is listed on the Nasdaq Stock Market under the symbol
"TELM".

         INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 2.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

         The date of this reoffer prospectus is November 14, 2001.

<PAGE>



                                   ----------

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        ----
<S>                                                                                                    <C>
PROSPECTUS SUMMARY...................................................................................... 1

RISK FACTORS............................................................................................ 2

     Risks Related to Our Business and Financial Results................................................ 2

         We have incurred significant losses to date and expect to continue to incur
         losses in the future, which may cause our stock price to decline............................... 2

         Our limited operating history makes forecasting our future revenues and
         operating results difficult, which may impair our ability to manage our
         business and your ability to assess our
         prospects...................................................................................... 2

         We expect that substantially all of our revenues will be generated from a
         limited number of customers, including Cable & Wireless, Dynegy Connect
         and Qwest.  The termination or deterioration of our relationship with these
         customers will have a significant negative impact on our revenue and cause
         us to continue to incur substantial operating losses........................................... 2

         If we do not attract new customers, our revenue may not increase............................... 3

         If our line of optical switches or their future enhancements are not
         successfully developed, they will not be accepted by our customers and
         our target market, and our future revenue will not grow........................................ 4

         Due to the long and variable sales cycles for our products, our revenues and
         operating results may vary significantly from quarter to quarter. As a result,
         our quarterly results may be below the expectations of market analysts and
         investors, causing the price of our common stock to decline.................................... 4

         We expect the average selling prices of our products to decline, which may
         reduce revenues and gross margins.............................................................. 5

         We will be required to record significant non-cash charges as a result of
         warrants, options and other equity issuances and acquisitions.  These non-cash
         charges will adversely affect our future operating results and investors may
         consider this impact material, in which case the price of our common stock
         could decline.................................................................................. 5
</TABLE>

                                       i

<PAGE>


<TABLE>
<CAPTION>
<S>                                                                                                     <C>
         Economic recessions or downturns could harm our operating results.............................. 7

     Risks Related to Our Products...................................................................... 7

         Our products may have errors or defects that we find only after full
         deployment, or problems may arise from the use of our products in
         conjunction with other vendors' products, which could, among other
         things, make us lose customers and revenues.................................................... 7

         If our products do not operate within our customers' networks, installations
         will be delayed or cancelled, reducing our revenues, or we may have to modify
         some of our product designs.  Product modifications could increase our
         expenses and reduce the margins on our products................................................ 8

         If our products do not meet industry standards that may emerge, or if
         some industry standards are not ultimately adopted, we will not gain
         market acceptance and our revenues will not grow............................................... 8

         If we do not establish and increase our market share in the intensively
         competitive optical networking market, we will experience, among other
         things, reduced revenues and gross margins..................................................... 8

     Risks Related to the Expansion of Our Business..................................................... 9

         If the optical switching market does not develop as we expect, our operating
         results will be negatively affected and our stock price could decline.......................... 9

         If we are not successful in rapidly developing new and enhanced products that
         respond to customer requirements and technological changes, customers will
         not buy our products and we could lose revenue................................................. 9

         If we do not expand our sales, marketing and distribution channels, we
         may be unable to increase market awareness and sales of our products,
         which may prevent us from increasing our sales and achieving and
         maintaining profitability...................................................................... 10

         If we do not expand our customer service and support organization, we may
         be unable to increase our sales................................................................ 10

         Our failure to manage our growth, improve existing processes and implement
         new systems could result in lost sales or disruptions to our business.......................... 10

         If we are not able to hire and retain qualified personnel, or if we lose key
         personnel, we may be unable to compete or grow our business.................................... 11
</TABLE>


                                       ii

<PAGE>


<TABLE>
<CAPTION>
<S>                                                                                                     <C>
         If we become subject to unfair hiring claims, we could incur substantial costs
         in defending ourselves......................................................................... 11

         We do not have significant experience in international markets and may have
         unexpected costs and difficulties in developing international revenues......................... 11

         We may not be able to obtain additional capital to fund our existing and
         future operations.............................................................................. 12

         If we make acquisitions, our stockholders could be diluted and we could assume
         additional contingent liabilities. In addition, if we fail to successfully integrate
         or manage the acquisitions we make, our business would be disrupted and we
         could lose sales............................................................................... 12

         The communications industry is subject to government regulations.  These
         regulations could negatively affect our growth and reduce our revenues......................... 13

     Risks Related to Our Product Manufacturing......................................................... 13

         If Agere Systems Inc. stops supplying us with components, we may experience
         manufacturing delays, which could harm our customer relationships.............................. 13

         If we fail to predict our manufacturing and component requirements
         accurately, we could incur additional costs or experience manufacturing
         delays, which could harm our customer relationships............................................ 13

         Some of the optical components used in our products may be difficult
         to obtain.  This could inhibit our ability to manufacture our products
         and we could lose revenue and market share..................................................... 14

         Any disruption in our manufacturing relationships may cause us to fail to meet
         our customers' demands, damage our customer relationships and cause us to
         lose revenue................................................................................... 14

         We purchase several of our key components from single or limited sources.
         If we are unable to obtain these components on a timely basis, we will not be
         able to meet our customers' product delivery requirements, which could harm
         our reputation and decrease our sales.......................................................... 15

         Our ability to compete could be jeopardized and our business plan
         seriously compromised if we are unable to protect from third-party
         challenges the development and maintenance of the proprietary aspects
         of the optical switching products and technology we design..................................... 15
</TABLE>


                                      iii

<PAGE>


<TABLE>
<CAPTION>
<S>                                                                                                     <C>
         If necessary licenses of third-party technology are not available to us
         or are very expensive, our products could become obsolete and our
         business seriously harmed because we could have to limit or cease the
         development of some of our products............................................................  16

     Risks Related to this Offering.....................................................................  16

         Insiders have substantial control over us and could limit your ability to
         influence the outcome of key transactions, including changes of control........................  16

         The trading price for our common stock is likely to be highly volatile.
         This makes your investment in our common stock more risky and litigation
         more likely....................................................................................  16

FORWARD-LOOKING STATEMENTS..............................................................................  17

USE OF PROCEEDS.........................................................................................  17

DILUTION................................................................................................  17

SELLING STOCKHOLDERS....................................................................................  17

PLAN OF DISTRIBUTION....................................................................................  21

LEGAL MATTERS...........................................................................................  23

EXPERTS.................................................................................................  23

WHERE YOU CAN FIND ADDITIONAL INFORMATION...............................................................  24

INCORPORATION BY REFERENCE..............................................................................  24

INDEMNIFICATION.........................................................................................  25
</TABLE>


                                   ----------

         YOU SHOULD RELY ONLY ON THE INFORMATION IN THIS REOFFER PROSPECTUS OR
ANY SUPPLEMENT TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED
WHERE IT IS LEGAL TO SELL THESE SECURITIES. YOU SHOULD ASSUME THAT THE
INFORMATION IN THIS DOCUMENT IS ACCURATE ONLY AS OF THE DATE OF THIS DOCUMENT.


                                       iv

<PAGE>


         Unless otherwise indicated, all references to "Tellium," "we," "us" and
"our" refer to Tellium, Inc. and its subsidiaries.



                                       v

<PAGE>


                               PROSPECTUS SUMMARY

         THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS REOFFER
PROSPECTUS. THIS SUMMARY IS NOT COMPLETE AND MAY NOT CONTAIN ALL OF THE
INFORMATION THAT YOU SHOULD CONSIDER BEFORE INVESTING IN THE SECURITIES.

                                  TELLIUM, INC.

         We design, develop and market high-speed, high-capacity, intelligent
optical switches that enable telecommunications service providers to quickly and
cost-effectively deliver new high-speed services. Intelligent optical switches
are products that are installed in the core, or center, of telecommunications
networks to manage the flow of optical signals, which are beams of light
transmitted over fiber optic cables. Our target customer base includes emerging
and established service providers, which include long-distance carriers and
wholesale service providers, Internet service providers and cable operators. We
believe that the network equipment that service providers are currently using
does not offer sufficient flexibility to improve data service offerings and does
not allow service providers to upgrade their networks in a timely and
cost-effective manner.

         We were incorporated in Delaware on April 21, 1997 as MWD, Inc. and
began business operations on May 8, 1997. We changed our name to Tellium, Inc.
on June 3, 1997. Our principal executive offices are located at 2 Crescent
Place, Oceanport, New Jersey 07757-0901 and 185 Route 36, Building D, West Long
Branch, New Jersey 07764, and our telephone number is (732) 923-4100. Our World
Wide Web site address is www.tellium.com. Information contained in our Web site
is not incorporated by reference into this reoffer prospectus, and you should
not consider information contained in our Web site as part of this reoffer
prospectus.



                                       1

<PAGE>


                                  RISK FACTORS

      INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION CONTAINED
IN THIS REOFFER PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE BEFORE
YOU PURCHASE ANY SHARES OF OUR COMMON STOCK.

RISKS RELATED TO OUR BUSINESS AND FINANCIAL RESULTS

WE HAVE INCURRED SIGNIFICANT LOSSES TO DATE AND EXPECT TO CONTINUE TO INCUR
LOSSES IN THE FUTURE, WHICH MAY CAUSE OUR STOCK PRICE TO DECLINE.

         We have incurred significant losses to date and expect to continue to
incur losses in the future. We had net losses of approximately $110.3 million
for the year ended December 31, 2000 and approximately $149.5 million for the
nine months ended September 30, 2001. As of December 31, 2000 and September 30,
2001, we had an accumulated deficit of approximately $156.1 million and $305.6
million, respectively. We have large fixed expenses and expect to continue to
incur significant manufacturing, research and development, sales and marketing,
administrative and other expenses in connection with the ongoing development and
expansion of our business. We expect these operating expenses to increase
significantly as we increase our spending in order to develop and grow our
business. In order to become profitable, we will need to generate and sustain
higher revenue. If we do not generate sufficient revenues to achieve or sustain
profitability, our stock price will likely decline.

OUR LIMITED OPERATING HISTORY MAKES FORECASTING OUR FUTURE REVENUES AND
OPERATING RESULTS DIFFICULT, WHICH MAY IMPAIR OUR ABILITY TO MANAGE OUR BUSINESS
AND YOUR ABILITY TO ASSESS OUR PROSPECTS.

         We began our business operations in May 1997 and shipped our first
optical switch in January 1999. We have limited meaningful historical financial
and operational data upon which we can base projected revenues and planned
operating expenses and upon which you may evaluate us and our prospects. As a
young company in the new and rapidly evolving optical switching industry, we
face risks relating to our ability to implement our business plan, including our
ability to continue to develop and upgrade our technology and our ability to
maintain and develop customer and supplier relationships. You should consider
our business and prospects in light of the heightened risks and unexpected
expenses and problems we may face as a company in an early stage of development
in our industry.

WE EXPECT THAT SUBSTANTIALLY ALL OF OUR REVENUES WILL BE GENERATED FROM A
LIMITED NUMBER OF CUSTOMERS, INCLUDING CABLE & WIRELESS, DYNEGY CONNECT AND
QWEST. THE TERMINATION OR DETERIORATION OF OUR RELATIONSHIP WITH THESE CUSTOMERS
WILL HAVE A SIGNIFICANT NEGATIVE IMPACT ON OUR REVENUE AND CAUSE US TO CONTINUE
TO INCUR SUBSTANTIAL OPERATING LOSSES.

         For the year ended December 31, 2000 and for the nine months ended
September 30, 2001, we have derived significant revenue from sales under our
contract with Extant, which was


                                       2

<PAGE>

transferred to Dynegy Connect in September 2000. We anticipate that
substantially all of our revenues for the foreseeable future will be derived
from Cable & Wireless, Dynegy Connect and Qwest.

         Although Dynegy Connect has agreed to purchase its full requirements
for optical switches from us until November 1, 2003, Dynegy Connect is not
contractually obligated to purchase future products or services from us and may
discontinue doing so at any time. Dynegy Connect is permitted to terminate the
agreement for, among other things, a breach of our material obligations under
the contract.

         Under our agreement with Cable & Wireless, Cable & Wireless has made a
commitment to purchase a minimum of $350 million of our optical switches by
August 7, 2005. Our agreement with Cable & Wireless gives Cable & Wireless the
right to reduce its minimum purchase commitment from $350 million to $200
million if we do not maintain a technological edge so that there exists in the
marketplace superior technology that we have not matched. This agreement also
permits Cable & Wireless to terminate the agreement upon breach of a variety of
our obligations under the contract.

         Under our agreement with Qwest, Qwest has made a commitment to purchase
a minimum of $300 million of our optical switches over the first three years of
the contract and, subject to extensions under a limited circumstance, an
additional $100 million over the following two years of the contract. This
agreement allows Qwest, through binding arbitration, to terminate the agreement
upon breach of a variety of our obligations under the contract.

         If any of these customers elects to terminate its contract with us or
if a customer fails to purchase our products for any reason, we would lose
significant revenue and incur substantial operating losses, which would
seriously harm our ability to build a successful business.

IF WE DO NOT ATTRACT NEW CUSTOMERS, OUR REVENUE MAY NOT INCREASE.

         We are currently very dependent on three customers. We must expand our
customer base in order to succeed. If we are not able to attract new customers
who are willing to make significant commitments to purchase our products and
services for any reason, including if there is a downturn in their businesses,
our business will not grow and our revenue will not increase. Our customer base
and revenue will not grow if:

         o        customers are unwilling or slow to utilize our products;

         o        we experience delays or difficulties in completing the
                  development and introduction of our planned products or
                  product enhancements;



                                       3

<PAGE>

         o        our competitors introduce new products that are superior to
                  our products;

         o        our products do not perform as expected; or

         o        we do not meet our customers' delivery requirements.

In the past, we issued warrants to some customers. We may not be able to attract
new customers and expand our sales with our existing customers if we do not
provide warrants or other incentives.

IF OUR LINE OF OPTICAL SWITCHES OR THEIR FUTURE ENHANCEMENTS ARE NOT
SUCCESSFULLY DEVELOPED, THEY WILL NOT BE ACCEPTED BY OUR CUSTOMERS AND OUR
TARGET MARKET, AND OUR FUTURE REVENUE WILL NOT GROW.

         We began to focus on the marketing and the selling of optical switches
in the second quarter of 1999. Our future revenue growth depends on the
commercial success and adoption of our optical switches.

         We are developing new products and enhancements to existing products.
We may not be able to develop new products or product enhancements in a timely
manner, or at all. For example, our Aurora Full-Spectrum switch depends on
advancements in optical components, including micro-electromechanical systems,
which have not yet been proven for telecommunications products. Any failure to
develop new products or product enhancements will substantially decrease market
acceptance and sales of our present and future products. Any failure to develop
new products or product enhancements could also delay purchases by our customers
under their contracts, or, in some cases, could cause us to be in breach under
our contracts with our customers. Even if we are able to develop and
commercially introduce new products and enhancements, these new products or
enhancements may not achieve widespread market acceptance and may not be
satisfactory to our customers. Any failure of our future products to achieve
market acceptance or be satisfactory to our customers could slow or eliminate
our revenue growth.

DUE TO THE LONG AND VARIABLE SALES CYCLES FOR OUR PRODUCTS, OUR REVENUES AND
OPERATING RESULTS MAY VARY SIGNIFICANTLY FROM QUARTER TO QUARTER. AS A RESULT,
OUR QUARTERLY RESULTS MAY BE BELOW THE EXPECTATIONS OF MARKET ANALYSTS AND
INVESTORS, CAUSING THE PRICE OF OUR COMMON STOCK TO DECLINE.

         Our sales cycle is lengthy because a customer's decision to purchase
our products involves a significant commitment of its resources and a lengthy
evaluation, testing and product qualification process. We may incur substantial
expenses and devote senior management attention to potential relationships that
may never materialize, in which event our investments will largely be lost and
we may miss other opportunities. In addition, after we enter into a contract
with a customer, the timing of purchases and deployment of our products may vary
widely and will depend on a number of factors, many of which are beyond our
control, including:


                                       4

<PAGE>

         o        specific network deployment plans of the customer;

         o        installation skills of the customer;

         o        size of the network deployment;

         o        complexity of the customer's network;

         o        degree of hardware and software changes required; and

         o        new product availability.

For example, customers with significant or complex networks usually expand their
networks in large increments on a periodic basis. Accordingly, we may receive
purchase orders for significant dollar amounts on an irregular and unpredictable
basis. The long sales cycles, as well as the placement of large orders with
short lead times on an irregular and unpredictable basis, may cause our revenues
and operating results to vary significantly and unexpectedly from quarter to
quarter. As a result, it is likely that in some future quarters our operating
results may be below the expectations of market analysts and investors, which
could cause the trading price of our common stock to decline.

WE EXPECT THE AVERAGE SELLING PRICES OF OUR PRODUCTS TO DECLINE, WHICH MAY
REDUCE REVENUES AND GROSS MARGINS.

         Our industry has experienced a rapid erosion of average product selling
prices. Consistent with this general trend, we anticipate that the average
selling prices of our products will decline in response to a number of factors,
including:

         o        competitive pressures;

         o        increased sales discounts; and

         o        new product introductions by our competitors.

         If we are unable to achieve sufficient cost reductions and increases in
sales volumes, this decline in average selling prices of our products will
reduce our revenues and gross margins.

WE WILL BE REQUIRED TO RECORD SIGNIFICANT NON-CASH CHARGES AS A RESULT OF
WARRANTS, OPTIONS, OTHER EQUITY ISSUANCES AND ACQUISITIONS. THESE NON-CASH
CHARGES WILL ADVERSELY AFFECT OUR FUTURE OPERATING RESULTS AND INVESTORS MAY
CONSIDER THIS IMPACT MATERIAL, IN WHICH CASE THE PRICE OF OUR COMMON STOCK COULD
DECLINE.

         The warrant held by affiliates of Dynegy Connect allows them to
purchase 5,226,000



                                       5

<PAGE>

shares of our common stock at $3.05 per share. When we granted the warrant, the
majority of shares subject to the warrant were scheduled to become exercisable
as Dynegy Connect met specified milestones during the term of our contract. As
of November 2, 2000, we amended the warrant agreement to immediately vest all of
the remaining shares subject to the warrant. The revised agreement provides that
the warrant becomes exercisable based on the schedule of milestones previously
contained in the warrant. If the milestones are not reached by March 31, 2005,
the remaining unexercised shares subject to the warrant shall then become
exercisable. In connection with the execution of this amendment, we will incur a
non-cash charge of approximately $90.6 million. This charge will be recorded as
a reduction of revenue as we realize revenue from this contract.

         As part of our agreement with Qwest, we issued three warrants to a
wholly-owned subsidiary of Qwest to purchase 2,375,000 shares of our common
stock at an exercise price of $14.00 per share. The 2,375,000 shares subject to
the warrants were vested when we issued the warrants. One of the warrants is
exercisable as to 1,000,000 shares. Another warrant becomes exercisable as to
1,000,000 shares at the earlier of Qwest meeting specified milestones during the
term of our procurement contract or on September 18, 2005, which is five years
from the date of the warrant. The third warrant becomes exercisable as to the
remaining 375,000 shares at the earlier of Qwest meeting a milestone during the
term of our procurement contract or on April 10, 2007, which is six years from
the date of the warrant. The fair market value of the issued warrants,
approximately $38.0 million, will be recorded as a reduction of revenue related
to the Qwest procurement contract.

         We will incur significant additional non-cash charges as a result of
our acquisition of Astarte and our acquisition of an intellectual property
license from AT&T. The goodwill and intangible assets associated with the
Astarte acquisition are approximately $113.3 million. The intangible asset
associated with the acquisition of the AT&T license is approximately $45.0
million.

         In addition, we have recorded deferred compensation expense and have
begun to amortize non-cash charges to earnings as a result of options and other
equity awards granted to employees and non-employee directors at prices deemed
to be below fair market value on the dates of grant. Our future operating
results will reflect the continued amortization of those charges over the
vesting period of these options and awards. At September 30, 2001, we had
recorded deferred compensation expense of approximately $159.6 million, which
will be amortized to compensation expense between 2001 and 2005.

         We have also issued certain performance-based options to employees and
consultants. If the performance criteria are met, we will record significant
non-cash charges that will negatively impact our operating results. At this
time, it is not possible to determine the amount of these charges as they will
be based in part on the fair market value of our common stock at the time the
performance criteria are met.

         All of the non-cash charges referred to above will negatively impact
future operating results. It is possible that some investors might consider the
impact on operating results to be


                                       6

<PAGE>

material, which could result in a decline in the price of our common stock.

ECONOMIC RECESSIONS OR DOWNTURNS COULD HARM OUR OPERATING RESULTS.

         Our customers may be susceptible to economic slowdowns or recessions
and could lead to a decrease in revenue. The terrorist attacks of September 11,
2001 on New York City and Washington, D.C., and the continuing acts and threats
of terrorism are having an adverse effect on the U.S. economy and could possibly
induce or accelerate the advent of an economic recession. Our government's
political, social, military and economic policies and policy changes as a result
of these circumstances could have consequences that we cannot predict, including
causing further weakness in the economy. The near- and long-term impact of these
events on our business, including on the industry section in which we focus and
our customers and prospective customers, is uncertain. Our operating results and
financial condition consequently could be materially and adversely affected in
ways we cannot foresee.

RISKS RELATED TO OUR PRODUCTS

OUR PRODUCTS MAY HAVE ERRORS OR DEFECTS THAT WE FIND ONLY AFTER DEPLOYMENT IN
OUR CUSTOMERS' NETWORKS FOR AN EXTENSIVE PERIOD OF TIME, OR PROBLEMS MAY ARISE
FROM THE USE OF OUR PRODUCTS IN CONJUNCTION WITH OTHER VENDORS' PRODUCTS, WHICH
COULD, AMONG OTHER THINGS, MAKE US LOSE CUSTOMERS AND REVENUES.

         Our products are complex and are designed to be deployed in large and
complex networks. Our products can only be fully tested when completely deployed
in these networks with high amounts of traffic. Networking products frequently
contain undetected software or hardware errors when first introduced or as new
versions are released. Our customers may discover errors or defects in our
software or hardware, or our products may not operate as expected after they
have used them extensively in their networks. In addition, service providers
typically use our products in conjunction with products from other vendors. As a
result, if problems occur, it may be difficult to identify the source of the
problem.

         If we are unable to fix any defects or errors or other problems arise,
we could:

         o        lose revenues;

         o        lose existing customers;

         o        fail to attract new customers and achieve market acceptance;

         o        divert development resources;

         o        increase service and repair, warranty and insurance costs; and

         o        be subjected to legal actions for damages by our customers.


IF OUR PRODUCTS DO NOT OPERATE WITHIN OUR CUSTOMERS' NETWORKS, INSTALLATIONS
WILL BE DELAYED OR CANCELLED, REDUCING OUR REVENUES, OR WE MAY HAVE TO MODIFY


                                       7

<PAGE>

SOME OF OUR PRODUCT DESIGNS. PRODUCT MODIFICATIONS COULD INCREASE OUR EXPENSES
AND REDUCE THE MARGINS ON OUR PRODUCTS.

         Our customers require that our products be designed to operate within
their existing networks, each of which may have different specifications. Our
customers' networks contain multiple generations of products that have been
added over time as these networks have grown and evolved. If our products do not
operate within our customers' networks, installations could be delayed and
orders for our products could be cancelled, causing our revenues to decline. The
requirement that we modify product designs in order to achieve a sale may result
in a longer sales cycle, increased research and development expense and reduced
margins on our products.

IF OUR PRODUCTS DO NOT MEET INDUSTRY STANDARDS THAT MAY EMERGE, OR IF SOME
INDUSTRY STANDARDS ARE NOT ULTIMATELY ADOPTED, WE WILL NOT GAIN MARKET
ACCEPTANCE AND OUR REVENUES WILL NOT GROW.

         Our success depends, in part, on both the adoption of industry
standards for new technologies in our market and our products' compliance with
industry standards. To date, no industry standards have been adopted related to
some functions of our products. The absence of industry standards may prevent
market acceptance of our products if potential customers delay purchases of new
equipment until standards are adopted. In addition, in developing our products,
we have made, and will continue to make, assumptions about the industry
standards that may be adopted by our competitors and existing and potential
customers. If the standards adopted are different from those which we have
chosen to support, customers may not choose our products, and our sales and
related revenues will be significantly reduced.

IF WE DO NOT ESTABLISH AND INCREASE OUR MARKET SHARE IN THE INTENSIVELY
COMPETITIVE OPTICAL NETWORKING MARKET, WE WILL EXPERIENCE, AMONG OTHER THINGS,
REDUCED REVENUES AND GROSS MARGINS.

         If we do not compete successfully in the intensely competitive market
for public telecommunications network equipment, we may lose any advantage that
we might have by being the first to market with an optical switch prior to
achieving significant market penetration. In addition to losing any competitive
advantage, we may also:

         o        not be able to obtain or retain customers;

         o        experience price reductions for our products;

         o        experience order cancellations;

         o        experience increased expenses; and

         o        experience reduced gross margins.


                                       8

<PAGE>

Many of our competitors, in comparison to us, have:

         o        longer operating histories;

         o        greater name recognition;

         o        larger customer bases; and

         o        significantly greater financial, technical, sales, marketing,
                  manufacturing and other resources.

         These competitors may be able to reduce our market share by adopting
more aggressive pricing policies than we can or by developing products that gain
wider market acceptance than our products.

RISKS RELATED TO THE EXPANSION OF OUR BUSINESS

IF THE OPTICAL SWITCHING MARKET DOES NOT DEVELOP AS WE EXPECT, OUR OPERATING
RESULTS WILL BE NEGATIVELY AFFECTED AND OUR STOCK PRICE COULD DECLINE.

         The market for optical switching is extremely new and rapidly evolving.
Optical switching may not be widely adopted as a method by which service
providers address their data capacity requirements. In addition, most service
providers have made substantial investments in their current network and are
typically reluctant to adopt new and unproven technologies. They may elect to
remain with their current network design or to adopt a new design, like ours, in
limited stages or over extended periods of time. A decision by a customer to
purchase our product involves a significant capital investment. We will need to
convince service providers of the benefits of our products for future network
upgrades, and if we are unable to do so, a viable market for our products may
not develop or be sustainable. If the market for optical switching does not
develop, or develops more slowly than we expect, our operating results will be
below our expectations and the price of our stock could decline.

IF WE ARE NOT SUCCESSFUL IN RAPIDLY DEVELOPING NEW AND ENHANCED PRODUCTS THAT
RESPOND TO CUSTOMER REQUIREMENTS AND TECHNOLOGICAL CHANGES, CUSTOMERS WILL NOT
BUY OUR PRODUCTS AND WE COULD LOSE REVENUE.

         The market for optical switching is characterized by rapidly changing
technologies, frequent new product introductions and evolving customer and
industry standards. We may be unable to anticipate or respond quickly or
effectively to rapid technological changes. Also, we may experience design,
manufacturing, marketing and other difficulties that could delay or prevent our
development and introduction of new products and enhancements. In addition, if
our competitors introduce products based on new or alternative technologies, our
existing and future products could become obsolete and our sales could decrease.

         Our customers require some product features and capabilities that our
current products do



                                       9

<PAGE>

not have. If we fail to develop or enhance our products or to offer services
that satisfy evolving customer demands, we will not be able to satisfy our
existing customers' requirements or increase demand for our products. If this
happens, we will lose customers and breach our existing contracts with our
customers, our operating results will be negatively impacted and the price of
our stock could decline.

IF WE DO NOT EXPAND OUR SALES, MARKETING AND DISTRIBUTION CHANNELS, WE MAY BE
UNABLE TO INCREASE MARKET AWARENESS AND SALES OF OUR PRODUCTS, WHICH MAY PREVENT
US FROM INCREASING OUR SALES AND ACHIEVING AND MAINTAINING PROFITABILITY.

         Our products require a sophisticated sales and marketing effort
targeted towards a limited number of key individuals within our current and
prospective customers' organizations. Our success will depend, in part, on our
ability to develop and manage these relationships. We continue to build our
direct sales and marketing force and plan to hire additional sales and marketing
personnel and consulting engineers. Competition for these individuals is intense
because there is a limited number of people available with the necessary
technical skills and understanding of the optical switching market. In addition,
we believe that our success will depend on our ability to establish successful
relationships with various distribution partners. If we are unable to expand our
sales, marketing and distribution operations, we may not be able to effectively
market and sell our products, which may prevent us from increasing our sales and
achieving and maintaining profitability.

IF WE DO NOT EXPAND OUR CUSTOMER SERVICE AND SUPPORT ORGANIZATION, WE MAY BE
UNABLE TO INCREASE OUR SALES.

         We currently have a small customer service and support organization and
will need to increase our staff to support new and existing customers. Our
products are complex and our customers need highly-trained customer service and
support personnel to be available at all hours. We are likely to have difficulty
hiring customer service and support personnel because of the limited number of
people available with the necessary technical skills. If we are unable to expand
our customer service and support organization and rapidly train these personnel,
we may not be able to increase our sales, which could cause the price of our
stock to decline.

OUR FAILURE TO MANAGE OUR GROWTH, IMPROVE EXISTING PROCESSES AND IMPLEMENT NEW
SYSTEMS COULD RESULT IN LOST SALES OR DISRUPTIONS TO OUR BUSINESS.

         We have expanded our operations rapidly since our inception in May
1997. Our growth has placed, and we anticipate that our growth will continue to
place, a significant strain on our management systems and resources. Our ability
to successfully sell our products and implement our business plan in a rapidly
evolving market requires an effective planning and management process. From
September 30, 2000 to September 30, 2001, the number of our employees increased
from 308 to 545. We expect that we will need to continue to refine and expand
our financial, managerial and manufacturing controls and reporting systems. If
we are unable to implement adequate control systems in an efficient and timely
manner, our operations could be adversely affected and our growth could be
impaired, which could cause the price of our stock to decline.


                                       10

<PAGE>

IF WE ARE NOT ABLE TO HIRE AND RETAIN QUALIFIED PERSONNEL, OR IF WE LOSE KEY
PERSONNEL, WE MAY BE UNABLE TO COMPETE OR GROW OUR BUSINESS.

         We believe our future success will also depend, in large part, on our
ability to identify, attract and retain sufficient numbers of highly-skilled
employees, particularly qualified sales and engineering personnel. We may not
succeed in identifying, attracting and retaining these personnel. Further,
competitors and other entities may attempt to recruit our employees. If we are
unable to hire and retain adequate staffing levels, we may not be able to
increase sales of our products, which could cause the price of our stock to
decline.

         Our future success depends to a significant degree on the skills and
efforts of Harry J. Carr, our Chief Executive Officer and Chairman of the Board,
Krishna Bala, our Chief Technology Officer, and other key executive officers and
members of our senior management. These employees have critical industry
experience and relationships that we rely on to implement our business plan. We
currently do not have "key person" life insurance policies covering any of our
employees. If we lose the services of Mr. Carr, Dr. Bala or one or more of our
other key executive officers and senior management members, we may not be able
to grow our business as we expect, and our ability to compete could be harmed,
causing our stock price to decline.

IF WE BECOME SUBJECT TO UNFAIR HIRING CLAIMS, WE COULD INCUR SUBSTANTIAL COSTS
IN DEFENDING OURSELVES.

         We may become subject to claims from companies in our industry whose
employees accept positions with us that we have engaged in unfair hiring
practices or inappropriately taken or benefited from confidential or proprietary
information. These claims may result in material litigation or judgments against
us. We could incur substantial costs in defending ourselves or our employees
against these claims, regardless of the merits of the claims. In addition,
defending ourselves from these claims could divert the attention of our
management away from our core business, which could cause our financial
performance to suffer.

WE DO NOT HAVE SIGNIFICANT EXPERIENCE IN INTERNATIONAL MARKETS AND MAY HAVE
UNEXPECTED COSTS AND DIFFICULTIES IN DEVELOPING INTERNATIONAL REVENUES.

         We are expanding the marketing and sales of our products
internationally. This expansion will require significant management attention
and financial resources to successfully develop international sales and support
channels. We will face risks and challenges that we do not have to address in
our U.S. operations, including:

         o        currency fluctuations and exchange control regulations;

         o        changes in regulatory requirements in international markets;

         o        expenses associated with developing and customizing our
                  products for foreign countries;


                                       11

<PAGE>

         o        reduced protection for intellectual property rights; and

         o        compliance with international technical and regulatory
                  standards that differ from domestic standards.

         If we do not successfully overcome these risks and challenges, our
international business will not achieve the revenue or profits that we expect.

WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL CAPITAL TO FUND OUR EXISTING AND FUTURE
OPERATIONS.

         At September 30, 2001, we had approximately $226.4 million in cash and
cash equivalents. We believe that our available cash, our line of credit
facilities and cash anticipated to be available from future operations, will
enable us to meet our working capital requirements for the next 12 months. The
development and marketing of new products, however, and the expansion of our
direct sales operation and associated customer support organization will require
a significant commitment of resources. As a result, we may need to raise
substantial additional capital. We may not be able to obtain additional capital
at all, or upon acceptable terms. If we are unable to obtain additional capital
on acceptable terms, we may be required to reduce the scope of our planned
product development and marketing and sales efforts. To the extent that we raise
additional capital through the sale of equity or convertible debt securities,
the issuance of additional securities could result in dilution to our existing
stockholders. If additional funds are raised through the issuance of debt
securities, their terms could impose additional restrictions on our operations.

IF WE MAKE ACQUISITIONS, OUR STOCKHOLDERS COULD BE DILUTED AND WE COULD ASSUME
ADDITIONAL CONTINGENT LIABILITIES. IN ADDITION, IF WE FAIL TO SUCCESSFULLY
INTEGRATE OR MANAGE THE ACQUISITIONS WE MAKE, OUR BUSINESS WOULD BE DISRUPTED
AND WE COULD LOSE SALES.

         We may, as we did with the acquisition of Astarte, consider investments
in complementary businesses, products or technologies. In the event of any
future acquisitions, we could:

         o        issue stock that would dilute our current stockholders'
                  percentage ownership;

         o        incur debt that will give rise to interest charges and may
                  impose material restrictions on the manner in which we operate
                  our business;

         o        assume liabilities;

         o        incur amortization expenses related to goodwill and other
                  intangible assets; or

         o        incur large and immediate write-offs.


                                       12

<PAGE>

We also face numerous risks, including the following, in operating and
integrating any acquired business:

         o        problems combining the acquired operations, technologies or
                  products;

         o        diversion of management's time and attention from our core
                  business;

         o        adverse effects on existing business relationships with
                  suppliers and customers;

         o        risks associated with entering markets in which we have no or
                  limited prior experience; and

         o        potential loss of key employees, particularly those of
                  acquired companies.

         We may not be able to successfully integrate businesses, products,
technologies or personnel that we might acquire in the future. If we fail to do
so, we could experience lost sales or disruptions to our business.

THE COMMUNICATIONS INDUSTRY IS SUBJECT TO GOVERNMENT REGULATIONS. THESE
REGULATIONS COULD NEGATIVELY AFFECT OUR GROWTH AND REDUCE OUR REVENUES.

         Our products and our customers' products are subject to Federal
Communications Commission rules and regulations. Current and future Federal
Communications Commission rules and regulations affecting communications
services or our customers' businesses or products could negatively affect our
business. In addition, international regulatory standards could impair our
ability to develop products for international service providers in the future.
We may not obtain or maintain all of the regulatory approvals that may, in the
future, be required to operate our business. Our inability to obtain these
approvals, as well as any delays caused by our compliance and our customers'
compliance with regulatory requirements could result in postponements or
cancellations of our product orders, which would significantly reduce our
revenues.

RISKS RELATED TO OUR PRODUCT MANUFACTURING

IF AGERE SYSTEMS INC. STOPS SUPPLYING US WITH COMPONENTS, WE MAY EXPERIENCE
MANUFACTURING DELAYS, WHICH COULD HARM OUR CUSTOMER RELATIONSHIPS.

         We currently contract with Agere Systems to supply us with optical
transceivers, a critical component of our optical switches. Lucent Technologies,
Inc., a major stockholder of Agere, is also one of our major competitors since
it develops and markets products similar to ours. If Agere determines not to
supply us with optical transceivers because of its relationship with Lucent, we
will have to rely on other sources and may experience delays in manufacturing
our products, which could damage our customer relationships.

IF WE FAIL TO PREDICT OUR MANUFACTURING AND COMPONENT REQUIREMENTS ACCURATELY,
WE COULD


                                       13

<PAGE>

INCUR ADDITIONAL COSTS OR EXPERIENCE MANUFACTURING DELAYS, WHICH COULD HARM OUR
CUSTOMER RELATIONSHIPS.

         We provide forecasts of our demand to our contract manufacturers and
component vendors up to six months prior to scheduled delivery of products to
our customers. In addition, lead times for materials and components that we
order are long and depend on factors such as the procedures of, or contract
terms with, a specific supplier and demand for each component at a given time.
If we overestimate our requirements, we may have excess inventory, which could
increase our costs and harm our relationship with our contract manufacturers and
component vendors due to unexpectedly reduced future orders. If we underestimate
our requirements, we may have an inadequate inventory of components and optical
assemblies, which could interrupt manufacturing of our products, result in
delays in shipments to our customers and damage our customer relationships.

SOME OF THE OPTICAL COMPONENTS USED IN OUR PRODUCTS MAY BE DIFFICULT TO OBTAIN.
THIS COULD INHIBIT OUR ABILITY TO MANUFACTURE OUR PRODUCTS AND WE COULD LOSE
REVENUE AND MARKET SHARE.

         Our industry has experienced shortages of optical components in times
of high demand. For some of these components, there previously were long waiting
periods between placement of an order and receipt of the components. If such
shortages should reoccur, component suppliers could impose allocations that
limit the number of components they supply to a given customer in a specified
time period. These suppliers could choose to increase allocations to larger,
more established companies, which could reduce our allocations and harm our
ability to manufacture our products. If we are not able to manufacture and ship
our products on a timely basis, we could lose revenue, our reputation could be
harmed and customers may find our competitors' products more attractive.

ANY DISRUPTION IN OUR MANUFACTURING RELATIONSHIPS MAY CAUSE US TO FAIL TO MEET
OUR CUSTOMERS' DEMANDS, DAMAGE OUR CUSTOMER RELATIONSHIPS AND CAUSE US TO LOSE
REVENUE.

         We rely on a small number of contract manufacturers to manufacture our
products in accordance with our specifications and to fill orders on a timely
basis. Our contract manufacturers may not always have sufficient quantities of
inventory available to fill our orders or may not allocate their internal
resources to fill these orders on a timely basis.

         We currently do not have long-term contracts with any of our
manufacturers. As a result, our contract manufacturers are not obligated to
supply products to us for any specific period, in any specific quantity or at
any specific price, except as may be provided in a particular purchase order. If
for any reason these manufacturers were to stop satisfying our needs without
providing us with sufficient warning to procure an alternate source, our ability
to sell our products could be harmed. In addition, any failure by our contract
manufacturers to supply us with our products on a timely basis could result in
late deliveries. Our inability to meet our delivery deadlines could adversely
affect our customer relationships and, in some instances, result in termination
of these relationships or potentially subject us to litigation. Qualifying a new
contract manufacturer and


                                       14

<PAGE>

commencing volume production is expensive and time-consuming and could
significantly interrupt the supply of our products. If we are required or choose
to change contract manufacturers, we may damage our customer relationships and
lose revenue.

WE PURCHASE SEVERAL OF OUR KEY COMPONENTS FROM SINGLE OR LIMITED SOURCES. IF WE
ARE UNABLE TO OBTAIN THESE COMPONENTS ON A TIMELY BASIS, WE WILL NOT BE ABLE TO
MEET OUR CUSTOMERS' PRODUCT DELIVERY REQUIREMENTS, WHICH COULD HARM OUR
REPUTATION AND DECREASE OUR SALES.

         We purchase several key components from single or, in some cases,
limited sources. We do not have long-term supply contracts for these components.
If any of our sole or limited source suppliers experience capacity constraints,
work stoppages or any other reduction or disruption in output, they may not be
able or may choose not to meet our delivery schedules. Also, our suppliers may:

         o        enter into exclusive arrangements with our competitors;

         o        be acquired by our competitors;

         o        stop selling their products or components to us at
                  commercially reasonable prices;

         o        refuse to sell their products or components to us at any
                  price; or

         o        be unable to obtain or have difficulty obtaining components
                  for their products from their suppliers.

         If supply for these key components is disrupted, we may be unable to
manufacture and deliver our products to our customers on a timely basis, which
could result in lost or delayed revenue, harm to our reputation, increased
manufacturing costs and exposure to claims by our customers. Even if alternate
suppliers are available to us, we may have difficulty identifying them in a
timely manner, we may incur significant additional expense and we may experience
difficulties or delays in manufacturing our products. Any failure to meet our
customers' delivery requirements could harm our reputation and decrease our
sales.

OUR ABILITY TO COMPETE COULD BE JEOPARDIZED AND OUR BUSINESS PLAN SERIOUSLY
COMPROMISED IF WE ARE UNABLE TO PROTECT FROM THIRD-PARTY CHALLENGES THE
DEVELOPMENT AND MAINTENANCE OF THE PROPRIETARY ASPECTS OF THE OPTICAL SWITCHING
PRODUCTS AND TECHNOLOGY WE DESIGN.

         Our products utilize a variety of proprietary rights that are critical
to our competitive position. Because the technology and intellectual property
associated with our optical switching products are evolving and rapidly
changing, our current intellectual property rights may not adequately protect us
in the future. We rely on a combination of patent, copyright, trademark and
trade secret laws and contractual restrictions to protect the intellectual
property utilized in our products. For example, we enter into confidentiality or
license agreements with our employees, consultants, corporate partners and
customers and control access to, and distribution of, our



                                       15

<PAGE>

software, documentation and other proprietary information. Despite our efforts
to protect our proprietary rights, unauthorized parties may attempt to copy or
otherwise obtain and use our products or technology. Also, it is possible that
no patents or trademarks will be issued from our currently pending or future
patent or trademark applications. Because legal standards relating to the
validity, enforceability and scope of protection of patent and intellectual
property rights in new technologies are uncertain and still evolving, the future
viability or value of our intellectual property rights is uncertain. Moreover,
effective patent, trademark, copyright and trade secret protection may not be
available in some countries in which we distribute or may anticipate
distributing our products. Furthermore, our competitors may independently
develop similar technologies that limit the value of our intellectual property
or design around patents issued to us. If competitors are able to use our
technology, our competitive edge would be reduced or eliminated.

IF NECESSARY LICENSES OF THIRD-PARTY TECHNOLOGY ARE NOT AVAILABLE TO US OR ARE
VERY EXPENSIVE, OUR PRODUCTS COULD BECOME OBSOLETE AND OUR BUSINESS SERIOUSLY
HARMED BECAUSE WE COULD HAVE TO LIMIT OR CEASE THE DEVELOPMENT OF SOME OF OUR
PRODUCTS.

         We currently license technology from several companies that is
integrated into our products. We may occasionally be required to license
additional technology from third parties or expand the scope of current licenses
to sell or develop our products. Existing and future third-party licenses may
not be available to us on commercially reasonable terms, if at all. The loss of
our current technology licenses or our inability to expand or obtain any
third-party license required to sell or develop our products could require us to
obtain substitute technology of lower quality or performance standards or at
greater cost or limit or cease the sale or development of certain products or
services. If these events occur, we may not be able to increase our sales and
our revenue could decline.

RISKS RELATED TO THIS OFFERING

INSIDERS HAVE SUBSTANTIAL CONTROL OVER US AND COULD LIMIT YOUR ABILITY TO
INFLUENCE THE OUTCOME OF KEY TRANSACTIONS, INCLUDING CHANGES OF CONTROL.

     Our directors, executive officers and principal stockholders and entities
affiliated with them own approximately 45% of the outstanding shares of our
common stock. As a result, these stockholders, if acting together, may influence
matters requiring approval by our stockholders, including the election of
directors and the approval of mergers or other business combination
transactions. These stockholders or their affiliates may acquire additional
equity in the future. The concentration of ownership may also have the effect of
delaying, preventing or deterring a change of control of our company, could
deprive our stockholders of an opportunity to receive a premium for their common
stock as part of a sale of our company and might ultimately affect the market
price of our common stock.

THE TRADING PRICE FOR OUR COMMON STOCK IS LIKELY TO BE HIGHLY VOLATILE. THIS
MAKES YOUR INVESTMENT IN OUR COMMON STOCK MORE RISKY AND LITIGATION MORE LIKELY.


                                       16

<PAGE>


     We cannot assure you that an active trading market, if any, will be
sustained. The price of our common stock may be highly volatile and may
fluctuate substantially depending on many factors, some of which are beyond our
control. In particular, the limited amount of our product sales and the limited
number of customers and/or the announcement of any significant customer
developments, awards or losses or of any significant partnerships or
acquisitions by us or our competitors could have a material adverse effect on
our trading price. In addition, the market for technology companies, including
companies whose business involves some aspect of optical networking, has
recently experienced substantial price and volume fluctuations, which often have
been unrelated or disproportionate to the operating performance of those
companies. In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been brought
against that company. Due to the potential volatility of our stock price, we may
be the target of securities litigation in the future. Securities litigation
could result in substantial costs and divert management's attention and
resources from our business.

                           FORWARD-LOOKING STATEMENTS

         This reoffer prospectus contains forward-looking statements that
involve substantial risks and uncertainties. These forward-looking statements
are not historical facts, but rather are based on current expectations,
estimates and projections about our industry, our beliefs and our assumptions.
Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks"
and "estimates" and variations of these words and similar expressions are
intended to identify forward-looking statements. These statements are not
guarantees of future performance and are subject to risks, uncertainties and
other factors, some of which are beyond our control and difficult to predict,
and could cause actual results to differ materially from those expressed or
forecasted in the forward-looking statements. These risks and uncertainties
include those described in "Risk Factors" and elsewhere in this reoffer
prospectus. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this reoffer prospectus.

                                 USE OF PROCEEDS

         Tellium will not receive any proceeds when the selling stockholders
sell their common stock to others. All sale proceeds will be received by the
selling stockholders.

                                    DILUTION

         Because our selling stockholders will offer and sell the common stock
covered by this reoffer prospectus at various times and at prices and terms then
prevailing or at prices related to the then current market price or in
negotiated transactions, we have not included in this reoffer prospectus
information about the dilution, if any, to the public arising from these sales.

                              SELLING STOCKHOLDERS


                                       17

<PAGE>

         The selling stockholders are current or former officers and other
employees of Tellium, and their "family members," as that term is defined in
General Instruction A.1(a)(5) of Form S-8.


<TABLE>
<CAPTION>
                                                  Number of Shares of Common Stock  Number of Shares of Common Stock
               Name                                 Owned Prior to Offering (1)     Being Registered for Sale Hereby
----------------------------------------------- ----------------------------------- ----------------------------------
<S>                                                                <C>                                 <C>
Michael Albers (2)                                                 480,000                             480,000

Albers Family LLC (3)                                              120,000                             120,000

Krishna Bala and Simrat K. Bala, as Joint
Tenants (4)*                                                       150,000                             150,000

Krishna Bala LLC (5)*                                            1,209,000                           1,209,000

Richard W. Barcus (6)*                                             447,500                             447,500

Barcus Family Limited Partnership No. 1, LLLP (7)*                 300,000                             300,000

Barcus Family Limited Partnership No. 2, LLLP (8)*                 300,000                             300,000

Julie C. Barcus (9)*                                               447,500                             447,500

Darren Beers (10)*                                                 300,000                             300,000

Beers Family L.L.C. (11)*                                          300,000                             300,000

Pankaj H. Bhatt (12)*                                              257,000                             257,000

Smita Bhatt (13)*                                                   25,000                              25,000

The Bhatt Family Limited Partnership (14)*                         135,000                             135,000

Pankaj H. Bhatt and Smita Bhatt(15)*                               110,500                             110,500

E. Thomas Biehl (16)*                                              240,000                             240,000

Biehl Family, L.P. (17)*                                            60,000                              60,000

Grace Carr (18)*                                                   750,000                             750,000

Carr 2000 Trust (19)*                                               54,000                              54,000

Carr Family Trust (20)*                                             45,000                              45,000

Harry J. Carr (21)*                                              5,713,426                           5,713,426

Deborah A. Carr 2000 Family Trust (22)                             344,037                             344,037

Marietta Partners LLC (23)                                         233,787                             233,787

Pluto Partners LLC (24)                                             54,000                              54,000

Thomas J. Cassa (25)                                               385,125                             385,125
</TABLE>

                                       18

<PAGE>



<TABLE>
<CAPTION>
<S>                                                                 <C>                                 <C>
The Cassa Family Trust (26)                                         90,000                              90,000

Anthony J. DeMambro (27)                                           278,800                             278,800

Judith A. DeMambro (28)                                                800                                 800

The Anthony J. DeMambro Annuity Trust Indenture (29)                35,200                              35,200

The Judith Ann DeMambro Annuity Trust Indenture (30)                35,200                              35,200

Nicholas DeVito (31)*                                              325,200                             325,200

KD Family LLC (32)*                                                 85,800                              85,800

NCAL, LLC (33)*                                                    489,000                             489,000

John Gamelin (34)*                                                 795,510                             795,510

The Gamelin Family Limited Partnership (35)*                       150,000                             150,000

The Nancy Gamelin Trust (36)*                                       18,684                              18,684

Jack B. Kurtz (37)*                                                807,000                             807,000

Kurtz Family Limited Partnership (38)*                              75,000                              75,000

Michael J. Losch (39)*                                             596,316                             596,316

Michael Losch 2000 GRAT (40)*                                      295,184                             295,184

CJL Family LLC (41)*                                               240,000                             240,000

Other Selling Stockholders (42)                                  1,737,500                           1,737,500
</TABLE>

 *   These shares are subject to a lock-up agreement with the Company and cannot
     be resold until the third day after the Company releases its earnings for
     the year ending December 31, 2001.

(1)  For purposes of this table, the number of shares of common stock owned
     prior to this offering includes all shares of common stock owned as of the
     date of this reoffer prospectus. It does not include options, exercisable
     or unexercisable, granted under the other stock option plans maintained by
     Tellium.

(2)  Mr. Albers is a former officer.

(3)  Mr. Albers controls the Albers Family LLC.

(4)  All of the shares listed in the table are vested under Restricted Stock
     Agreements. Dr. Bala is the Chief Technology Officer of Tellium. Simrat K.
     Bala is Dr. Bala's spouse.

(5)  Of the shares listed in the table, 527,400 are currently unvested under
     Restricted Stock Agreements. Dr. Bala is the managing partner of Krishna
     Bala LLC.

(6)  Of the shares listed in the table, 175,339 are currently unvested under
     Restricted Stock Agreements. Mr. Barcus is a former officer.

(7)  Of the shares listed in the table, 117,546 are currently unvested under
     Restricted Stock Agreements. Mr. Barcus is the General Partner of the
     Barcus Family Limited Partnership No. 1, LLLP.


                                       19

<PAGE>


(8)  Of the shares listed in the table, 117,546 are currently unvested under
     Restricted Stock Agreements. Mr. Barcus is the General Partner of the
     Barcus Family Limited Partnership No. 2, LLLP.

(9)  Of the shares listed in the table, 175,339 are currently unvested under
     Restricted Stock Agreements. Julie C. Barcus is Mr. Barcus' spouse.

(10) Of the shares listed in the table, 175,000 are currently unvested under
     Restricted Stock Agreements. Mr. Beers is the Vice President -- Systems
     Engineering and Customer Support.

(11) Of the shares listed in the table, 212,500 are currently unvested under
     Restricted Stock Agreements. Mr. Beers is the president of, and controls,
     Beers Family L.L.C.

(12) Of the shares listed in the table, 117,173 are currently unvested under
     Restricted Stock Agreements.

(13) Of the shares listed in the table, 11,398 are currently unvested under
     Restricted Stock Agreements.

(14) Of the shares listed in the table, 61,550 are currently unvested under
     Restricted Stock Agreements.

(15) Of the shares listed in the table, 50,380 are currently unvested under
     Restricted Stock Agreements.

(16) Of the shares listed in the table, 108,750 are currently unvested under
     Restricted Stock Agreements.

(17) Of the shares listed in the table, 60,000 are currently unvested under
     Restricted Stock Agreements. Mr. Biehl controls the Biehl Family L.P.

(18) Of the shares listed in the table, 510,000 are currently unvested under
     Restricted Stock Agreements.

(19) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Ms. Carr controls the Carr 2000 Trust.

(20) Of the shares listed in the table, 15,000 are currently unvested under
     Restricted Stock Agreements. Ms. Carr controls the Carr Family Trust.

(21) Of the shares listed in the table, 1,562,500 are currently unvested under
     Restricted Stock Agreements. Mr. Carr is Chief Executive Officer and
     Chairman of the Board of Directors of Tellium.

(22) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Deborah A. Carr is Mr. Carr's spouse and controls the Deborah
     A. Carr 2000 Family Trust.

(23) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Mr. Carr controls Marietta Partners LLC.

(24) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Mr. Carr controls Pluto Partners LLC.

(25) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Mr. Cassa is a former officer.

(26) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Mr. Cassa controls The Cassa Family Trust.

(27) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Mr. DeMambro is a former officer.

(28) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Judith A. DeMambro is Mr. DeMambro's spouse.

(29) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Mr. DeMambro controls The Anthony J. DeMambro Annuity
     Trust Indenture.

(30) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Mrs. DeMambro controls The Judith A. DeMambro
     Annuity Trust Indenture.

(31) Of the shares listed in the table, 173,938 are currently unvested under
     Restricted Stock Agreements. Mr. DeVito is Vice President -- Business
     Development of Tellium.

(32) Of the shares listed in the table, 50,050 are currently unvested under
     Restricted Stock Agreements. Mr. DeVito controls the KD Family LLC.

(33) Of the shares listed in the table, 268,075 are currently unvested under
     Restricted Stock Agreements. Mr. DeVito controls the NCAL, LLC.

(34) Of the shares listed in the table, 344,870 are currently unvested under
     Restricted Stock Agreements.

                                       20

<PAGE>

(35) Of the shares listed in the table, 80,139 are currently unvested under
     Restricted Stock Agreements. Mr. Gamelin is a General Partner of
     The Gamelin Family Limited Partnership.

(36) Of the shares listed in the table, 9,982 are currently unvested under
     Restricted Stock Agreements. Nancy Gamelin is Mr. Gamelin's spouse and is
     the trustee.

(37) Of the shares listed in the table, 275,000 are currently unvested under
     Restricted Stock Agreements. Mr. Kurtz is a Vice President -- International
     Sales of Tellium.

(38) Of the shares listed in the table, 75,000 are currently unvested under
     Restricted Stock Agreements. Mr. Kurtz is a partner of the Kurtz Family
     Trust, which owns The Kurtz Family Limited Partnership.

(39) Of the shares listed in the table, 349,250 are currently unvested under
     Restricted Stock Agreements. Mr. Losch is Chief Financial Officer,
     Secretary and Treasurer of Tellium.

(40) Of the shares listed in the table, 178,875 are currently unvested under
     Restricted Stock Agreements. Mr. Losch controls the Michael Losch
     2000 GRAT.

(41) Of the shares listed in the table, 150,000 are currently unvested under
     Restricted Stock Agreements. Clifford Lynch controls the CJL Family LLC.

(42) Information regarding these persons or entities will be added by further
     supplement to this prospectus

         The selling stockholders will determine the actual number of shares, if
any, that they will sell. Because the selling stockholders may sell all, some or
none of the shares of common stock that they hold, we are unable to estimate the
amount or percentage of shares of common stock that they will hold after
completion of the offering.

                              PLAN OF DISTRIBUTION

         The selling stockholders and any of their pledgees, donees, assignees,
transferees or successors-in-interest selling shares received from a named
selling stockholder as a gift, partnership distribution or other non-sale
related transfer after the date of this reoffer prospectus (collectively, the
"selling stockholders") may, from time to time, sell any or all of the shares of
common stock offered hereby on the Nasdaq Stock Market or any stock exchange,
market or trading facility on which the shares are traded, or in private
transactions. These sales may be made at market prices prevailing at the time of
the sale or at negotiated or fixed prices. The selling stockholders will act
independently of Tellium in making decisions with respect to the timing, manner
and size of each sale. The selling stockholders may use any one or more of the
following methods when selling shares:

         o        ordinary brokerage transactions and transactions in which the
                  broker-dealer solicits purchasers;

         o        block trades in which the broker-dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a broker-dealer as principal and resale by the
                  broker-dealer for its account;

         o        an exchange distribution in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        underwritten offerings;

         o        short sales;



                                       21

<PAGE>



         o        agreements by the broker-dealer and the selling stockholders
                  to sell a specified number of such shares at a stipulated
                  price per share;

         o        a combination of any such methods of sale; and

         o        any other method permitted by applicable law.

         The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, under Section 4(1) of the Securities Act or
directly to the Company in certain circumstances rather than under this reoffer
prospectus.

         Unless otherwise prohibited, the selling stockholders may enter into
hedging transactions with broker-dealers or other financial institutions in
connection with distributions of the shares or otherwise. In such transactions,
broker-dealers or financial institutions may engage in short sales of the shares
in the course of hedging the position they assume with the selling stockholders.
The selling stockholders may also engage in short sales, puts and calls,
forward-exchange contracts, collars and other transactions in our securities or
derivatives of our securities and may sell or deliver shares in connection with
these trades. If the selling stockholders sell shares short, they may redeliver
the shares to close out such short positions. The selling stockholders may also
enter into option or other transactions with broker-dealers or financial
institutions which require the delivery to the broker-dealer or the financial
institution of the shares. The broker-dealer or financial institution may then
resell or otherwise transfer such shares pursuant to this reoffer prospectus. In
addition, the selling stockholders may loan their shares to broker-dealers or
financial institutions who are counterparties to hedging transactions and the
broker-dealers, financial institutions or counterparties may sell the borrowed
shares into the public market. The selling stockholders may also pledge their
shares to their brokers or financial institutions and under the margin loan the
broker or financial institution may, from time to time, offer and sell the
pledged shares. The selling stockholders have advised us that they have not
entered into any agreements, understandings or arrangements with any
underwriters, broker-dealers or financial institutions regarding the sale of
their shares other than ordinary course brokerage arrangements, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of shares by the selling stockholders.

         The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and complied with.

         Tellium will file a supplement to this reoffer prospectus, if required,
under Rule 424(b) under the Securities Act upon being notified by a selling
stockholder that any material arrangement has been entered into with a
broker-dealer or financial institution for the sale of shares through a block
trade, special or underwritten offering, exchange distribution or secondary
distribution or a purchase by a broker, dealer or financial institution. Such
supplement will disclose:

         o        the name of each selling stockholder and of the participating
                  broker-dealer(s) or financial institution(s),

         o        the number of shares involved,



                                       22

<PAGE>


         o        the price at which such shares were sold,

         o        the commissions paid or discounts or concessions allowed to
                  such broker-dealer(s) or financial institution(s), where
                  applicable,

         o        that such broker-dealer(s) or financial institution(s) did not
                  conduct any investigation to verify the information set out or
                  incorporated by reference in this reoffer prospectus, and

         o        other facts material to the transaction.

         In addition, upon being notified by a selling stockholder that a donee
or pledgee intends to sell more than 500 shares, Tellium will file a supplement
to this reoffer prospectus.

         We will not pay any of the expense associated with sales by the selling
stockholders. The selling stockholders may agree to indemnify any broker-dealer
or agent that participates in transactions involving sales of the shares against
certain liabilities in connection with the offering of the shares arising under
the Securities Act of 1933.

         The selling stockholders and any underwriters, brokers, dealers,
financial institutions or agents that participate in the distribution of the
common stock may be deemed to be "underwriters" under the Securities Act, and
any profit on the sale of the common stock by them and any discounts,
commissions or concessions received by any such underwriters, dealers, financial
institutions or agents might be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.

         The selling stockholders and any other person participating in the
distribution will be subject to the applicable provisions of the Securities
Exchange Act of 1934 and the rules and regulations under the Exchange Act. The
Exchange Act rules include, without limitation, Regulation M, which may limit
the timing of any other person participating in the distribution. In addition,
Regulation M of the Exchange Act may restrict the ability of any person engaged
in the distribution of the common stock to engage in market-making activities
with respect to the particular shares of common stock being distributed for a
period of up to five business days prior to the commencement of the
distribution. This may affect the marketability of the shares of common stock
and the ability of any person or entity to engage in market-making activities
with respect to the shares of common stock.

                                 LEGAL MATTERS

         The validity of the shares of our common stock offered by this reoffer
prospectus will be passed upon for Tellium by Fried, Frank, Harris, Shriver &
Jacobson (a partnership including professional corporations), Washington, D.C.

                                    EXPERTS

     The financial statements and the related financial statement schedule as of
December 31, 2000 and 1999, and for the years then ended, incorporated by
reference in this reoffer prospectus, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports,


                                       23

<PAGE>


which are incorporated by reference herein, and have been so incorporated in
reliance upon the reports of Deloitte & Touche LLP given upon their authority as
experts in accounting and auditing.

     The financial statements and schedule for the year ended December 31, 1998
appearing in Tellium, Inc.'s Registration Statement (No. 333-46362) on Form S-1
and incorporated by reference in the prospectus under Rule 462(b) filed on May
17, 2001 with the Securities and Exchange Commission, have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such financial statements and
schedule are incorporated herein in reliance upon the reports of Ernst & Young
LLP pertaining to such financial statements and schedule given on the authority
of such firm as experts in accounting and auditing.

     The audited financial statements for Astarte Fiber Networks, Inc. as of and
for the years ended December 31, 1998 and December 31, 1999, incorporated by
reference in this reoffer prospectus, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report incorporated by
reference herein, and are incorporated by reference herein in reliance upon the
authority of Arthur Andersen LLP as experts in accounting and auditing in giving
said reports.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

         We file annual, quarterly and special reports and other information
with the SEC. You can read and copy any document filed by us at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may request copies of these documents, upon payment
of a duplicating fee, by writing the SEC at this address. Please call the SEC at
1-800-SEC-0330 for further information on the operation of its public reference
room.

         Our SEC filings are also available on the SEC's website at www.sec.gov.
We have filed with the SEC a registration statement on Form S-8, of which this
reoffer prospectus is a part, under the Securities Act of 1933 with respect to
the securities being offered. This reoffer prospectus does not contain all of
the information set forth in the registration statement. We have omitted
information as permitted by the rules and regulations of the SEC. Statements
contained in this reoffer prospectus as to the contents of any contract or other
document are not necessarily complete, and in each instance we refer you to the
copy of the contract or other document filed as an exhibit to the registration
statement. Each statement made in this reoffer prospectus is qualified in all
respects by the contents of the exhibits and schedules to the registration
statement.

                           INCORPORATION BY REFERENCE

         The SEC allows us to "incorporate by reference" information from other
documents that we file with it, which means that we can disclose important
information by referring you to those documents. The information incorporated by
reference is an important part of this reoffer prospectus, and information that
we file later with the SEC will automatically


                                       24

<PAGE>

update and supersede this information. We incorporate by reference the following
documents that have been filed with the SEC:

         o        Current Report on Form 8-K filed on October 25, 2001;

         o        Quarterly Report on Form 10-Q for the quarter ended September
                  30, 2001;

         o        Quarterly Report on Form 10-Q for the quarter ended June 30,
                  2001;

         o        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;

         o        Registration Statement on Form 8-A, filed on May 11, 2001,
                  under Section 12 of the Securities Exchange Act of 1934; and

         o        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.

                                 INDEMNIFICATION

      Our amended and restated certificate of incorporation provides for us to
indemnify our directors and officers to the fullest extent authorized by
Delaware law. This indemnification would cover all expenses and liabilities
reasonably incurred in connection with their services for or on behalf of us. In
addition, our amended and restated certificate of incorporation provides that
our directors will not be personally liable for monetary damages to us for
breaches of their fiduciary duty as directors, unless they violated their duty
of loyalty to us or our stockholders, acted in bad faith, knowingly or
intentionally violated the law, authorized illegal dividends or redemptions or
derived an improper personal benefit from their action as directors.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted under our amended and restated certificate of
incorporation or otherwise to our


                                       25

<PAGE>

directors, officers or controlling persons of Tellium, we have 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 us of expenses incurred or paid by a
director, officer or controlling person of Tellium 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, we will,
unless in the opinion of our 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.



                                       26

<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:

         o        Current Report on Form 8-K filed on October 25, 2001;

         o        Quarterly Report on Form 10-Q for the quarter ended September
                  30, 2001;

         o        Quarterly Report on Form 10-Q for the quarter ended June 30,
                  2001;

         o        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;

         o        Registration Statement on Form 8-A, filed on May 11, 2001,
                  under Section 12 of the Securities Exchange Act of 1934; and

         o        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.



                                       II-1

<PAGE>

         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.

         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.


                                       II-2

<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         The shares to be offered and sold under the reoffer prospectus were
initially issued by Tellium in transactions deemed exempt from registration
under the Securities Act in reliance on either (1) Rule 701 promulgated under
the Securities Act as offers and sales of securities pursuant to an employee
benefit plan or contract relating to compensation, (2) Section 4(2) of the
Securities Act as transactions by an issuer not involving any public offering,
or (3) Rule 504 or Rule 506 under Regulation D of the Securities Act.

ITEM 8. EXHIBITS.

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

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

4.1      Special 2001 Stock Incentive Plan.

4.2      Form of Special 2001 Stock Incentive Plan Option Agreement.

4.4      Form of Restricted Stock Agreement for Employees, filed as Exhibit
         10.12 to Tellium's Registration Statement (File No. 333-46362) on Form
         S-1.*

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-3

<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.


                                       II-4

<PAGE>



         (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-5

<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 November 14, 2001.

                                  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 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-6

<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>
SIGNATURE                                   TITLE                                             DATE
<S>                                         <C>                                               <C>
   /s/ Harry J. Carr                        Chief Executive Officer and                       November 14, 2001
-----------------------------------         Chairman of the Board of Directors
Harry J. Carr                               (Principal Executive Officer)




   /s/ William Proetta                      President and Chief Operating Officer             November 14, 2001
-----------------------------------
William Proetta



   /s/ William B. Bunting                   Director                                          November 14, 2001
-----------------------------------
William B. Bunting



   /s/ Michael M. Connors                   Director                                          November 14, 2001
-----------------------------------
Michael M. Connors



   /s/ Jeffrey A. Feldman                   Director                                          November 14, 2001
-----------------------------------
Jeffrey A. Feldman



   /s/ Edward F. Glassmeyer                 Director                                          November 14, 2001
-----------------------------------
Edward F. Glassmeyer



   /s/ William A. Roper                     Director                                          November 14, 2001
-----------------------------------
William A. Roper

</TABLE>



                                       II-7

<PAGE>




<TABLE>
<S>                                         <C>                                               <C>
   /s/ Richard C. Smith                     Director                                          November 14, 2001
-----------------------------------
Richard C. Smith



   /s/ Michael J. Losch                     Chief Financial Officer (Principal                November 14, 2001
-----------------------------------         Financial and Accounting Officer)
Michael J. Losch
</TABLE>



                                       II-8

<PAGE>





                                  EXHIBIT INDEX

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

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

4.1      Special 2001 Stock Incentive Plan.

4.2      Form of Special 2001 Stock Incentive Plan Option Agreement.

4.5      Form of Restricted Stock Agreement for Employees, filed as Exhibit
         10.12 to Tellium's Registration Statement (File No. 333-46362) on Form
         S-1.*

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
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 114138}]
{"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": "333-73352", "film-number": "1791181"}, "business-address": {"street1": "2 CRESCENT PLACE", "city": "OCEANPORT", "state": "NJ", "zip": "07757"}}
As filed with the Securities and Exchange Commission on November 14, 2001
                                                     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)

                       Special 2001 Stock Incentive Plan
                          Restricted Stock Agreements
                            (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
                                                               Offering       Proposed 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                               1,737,500            $5.82        $ 10,112,250.00        $ 2,528.06

Common stock, $.001 par value, issued
under the Restricted Stock Agreements
and the Management Investor
Subscription Agreements                     16,778,569             5.82        $ 97,651,271.58         24,412.82

Total                                       18,516,069                         $107,763,521.60        $26,940.88
====================================================================================================================
(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). With respect to the 1,737,500 shares reserved for future issuance
     under the Special 2001 Stock Incentive Plan and the 16,778,569 shares that
     have been issued under the Restricted Stock Agreements and the Management
     Investor Subscription Agreements, the proposed maximum offering price is
     based on the average of the high and low sale price of $5.82 per share of
     Tellium's common stock reported on the Nasdaq Stock Market on November 7,
     2001.
EXPLANATORY NOTE

     This registration statement registers (1) shares of common stock that may
be issued under the Special 2001 Stock Incentive Plan; (2) resales of shares of
common stock that have been issued under Restricted Stock Agreements and
Management Investor Subscription Agreements; and (3) resales of shares of common
stock that may be issued under the Special 2001 Stock Incentive Plan.

     This registration statement contains two parts. The first part contains a
reoffer prospectus prepared in accordance with Part I of Form S-3. The second
part 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).
TELLIUM, INC.

                                  Common Stock

                                18,516,069 Shares

                                   ----------

                               REOFFER PROSPECTUS

                                   ----------

         Selling stockholders of Tellium, Inc. may from time to time offer and
sell up to an aggregate of 18,516,069 shares of common stock to the public under
this reoffer prospectus. Sales may be made at market prices prevailing at the
time of the sale or at negotiated or fixed prices. The selling stockholders are
current or former officers and other employees of Tellium, and their family
members, who (1) have acquired their shares of common stock under the Restricted
Stock Agreements and the Management Investor Subscription Agreements or (2) who
may acquire their shares of common stock under the Special 2001 Stock Incentive
Plan.

         We sometimes refer to the shares of common stock offered under this
reoffer prospectus as the "securities."

         Our common stock is listed on the Nasdaq Stock Market under the symbol
"TELM".

         INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 2.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

         The date of this reoffer prospectus is November 14, 2001.
----------

                                TABLE OF CONTENTS
PAGE
                                                                                                        ----
PROSPECTUS SUMMARY...................................................................................... 1

RISK FACTORS............................................................................................ 2

     Risks Related to Our Business and Financial Results................................................ 2

         We have incurred significant losses to date and expect to continue to incur
         losses in the future, which may cause our stock price to decline............................... 2

         Our limited operating history makes forecasting our future revenues and
         operating results difficult, which may impair our ability to manage our
         business and your ability to assess our
         prospects...................................................................................... 2

         We expect that substantially all of our revenues will be generated from a
         limited number of customers, including Cable & Wireless, Dynegy Connect
         and Qwest.  The termination or deterioration of our relationship with these
         customers will have a significant negative impact on our revenue and cause
         us to continue to incur substantial operating losses........................................... 2

         If we do not attract new customers, our revenue may not increase............................... 3

         If our line of optical switches or their future enhancements are not
         successfully developed, they will not be accepted by our customers and
         our target market, and our future revenue will not grow........................................ 4

         Due to the long and variable sales cycles for our products, our revenues and
         operating results may vary significantly from quarter to quarter. As a result,
         our quarterly results may be below the expectations of market analysts and
         investors, causing the price of our common stock to decline.................................... 4

         We expect the average selling prices of our products to decline, which may
         reduce revenues and gross margins.............................................................. 5

         We will be required to record significant non-cash charges as a result of
         warrants, options and other equity issuances and acquisitions.  These non-cash
         charges will adversely affect our future operating results and investors may
         consider this impact material, in which case the price of our common stock
         could decline.................................................................................. 5
i
Economic recessions or downturns could harm our operating results.............................. 7

     Risks Related to Our Products...................................................................... 7

         Our products may have errors or defects that we find only after full
         deployment, or problems may arise from the use of our products in
         conjunction with other vendors' products, which could, among other
         things, make us lose customers and revenues.................................................... 7

         If our products do not operate within our customers' networks, installations
         will be delayed or cancelled, reducing our revenues, or we may have to modify
         some of our product designs.  Product modifications could increase our
         expenses and reduce the margins on our products................................................ 8

         If our products do not meet industry standards that may emerge, or if
         some industry standards are not ultimately adopted, we will not gain
         market acceptance and our revenues will not grow............................................... 8

         If we do not establish and increase our market share in the intensively
         competitive optical networking market, we will experience, among other
         things, reduced revenues and gross margins..................................................... 8

     Risks Related to the Expansion of Our Business..................................................... 9

         If the optical switching market does not develop as we expect, our operating
         results will be negatively affected and our stock price could decline.......................... 9

         If we are not successful in rapidly developing new and enhanced products that
         respond to customer requirements and technological changes, customers will
         not buy our products and we could lose revenue................................................. 9

         If we do not expand our sales, marketing and distribution channels, we
         may be unable to increase market awareness and sales of our products,
         which may prevent us from increasing our sales and achieving and
         maintaining profitability...................................................................... 10

         If we do not expand our customer service and support organization, we may
         be unable to increase our sales................................................................ 10

         Our failure to manage our growth, improve existing processes and implement
         new systems could result in lost sales or disruptions to our business.......................... 10

         If we are not able to hire and retain qualified personnel, or if we lose key
         personnel, we may be unable to compete or grow our business.................................... 11
ii
If we become subject to unfair hiring claims, we could incur substantial costs
         in defending ourselves......................................................................... 11

         We do not have significant experience in international markets and may have
         unexpected costs and difficulties in developing international revenues......................... 11

         We may not be able to obtain additional capital to fund our existing and
         future operations.............................................................................. 12

         If we make acquisitions, our stockholders could be diluted and we could assume
         additional contingent liabilities. In addition, if we fail to successfully integrate
         or manage the acquisitions we make, our business would be disrupted and we
         could lose sales............................................................................... 12

         The communications industry is subject to government regulations.  These
         regulations could negatively affect our growth and reduce our revenues......................... 13

     Risks Related to Our Product Manufacturing......................................................... 13

         If Agere Systems Inc. stops supplying us with components, we may experience
         manufacturing delays, which could harm our customer relationships.............................. 13

         If we fail to predict our manufacturing and component requirements
         accurately, we could incur additional costs or experience manufacturing
         delays, which could harm our customer relationships............................................ 13

         Some of the optical components used in our products may be difficult
         to obtain.  This could inhibit our ability to manufacture our products
         and we could lose revenue and market share..................................................... 14

         Any disruption in our manufacturing relationships may cause us to fail to meet
         our customers' demands, damage our customer relationships and cause us to
         lose revenue................................................................................... 14

         We purchase several of our key components from single or limited sources.
         If we are unable to obtain these components on a timely basis, we will not be
         able to meet our customers' product delivery requirements, which could harm
         our reputation and decrease our sales.......................................................... 15

         Our ability to compete could be jeopardized and our business plan
         seriously compromised if we are unable to protect from third-party
         challenges the development and maintenance of the proprietary aspects
         of the optical switching products and technology we design..................................... 15
iii
If necessary licenses of third-party technology are not available to us
         or are very expensive, our products could become obsolete and our
         business seriously harmed because we could have to limit or cease the
         development of some of our products............................................................  16

     Risks Related to this Offering.....................................................................  16

         Insiders have substantial control over us and could limit your ability to
         influence the outcome of key transactions, including changes of control........................  16

         The trading price for our common stock is likely to be highly volatile.
         This makes your investment in our common stock more risky and litigation
         more likely....................................................................................  16

FORWARD-LOOKING STATEMENTS..............................................................................  17

USE OF PROCEEDS.........................................................................................  17

DILUTION................................................................................................  17

SELLING STOCKHOLDERS....................................................................................  17

PLAN OF DISTRIBUTION....................................................................................  21

LEGAL MATTERS...........................................................................................  23

EXPERTS.................................................................................................  23

WHERE YOU CAN FIND ADDITIONAL INFORMATION...............................................................  24

INCORPORATION BY REFERENCE..............................................................................  24

INDEMNIFICATION.........................................................................................  25
----------

         YOU SHOULD RELY ONLY ON THE INFORMATION IN THIS REOFFER PROSPECTUS OR
ANY SUPPLEMENT TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED
WHERE IT IS LEGAL TO SELL THESE SECURITIES. YOU SHOULD ASSUME THAT THE
INFORMATION IN THIS DOCUMENT IS ACCURATE ONLY AS OF THE DATE OF THIS DOCUMENT.

                                       iv
Unless otherwise indicated, all references to "Tellium," "we," "us" and
"our" refer to Tellium, Inc. and its subsidiaries.

                                       v
PROSPECTUS SUMMARY

         THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS REOFFER
PROSPECTUS. THIS SUMMARY IS NOT COMPLETE AND MAY NOT CONTAIN ALL OF THE
INFORMATION THAT YOU SHOULD CONSIDER BEFORE INVESTING IN THE SECURITIES.

                                  TELLIUM, INC.

         We design, develop and market high-speed, high-capacity, intelligent
optical switches that enable telecommunications service providers to quickly and
cost-effectively deliver new high-speed services. Intelligent optical switches
are products that are installed in the core, or center, of telecommunications
networks to manage the flow of optical signals, which are beams of light
transmitted over fiber optic cables. Our target customer base includes emerging
and established service providers, which include long-distance carriers and
wholesale service providers, Internet service providers and cable operators. We
believe that the network equipment that service providers are currently using
does not offer sufficient flexibility to improve data service offerings and does
not allow service providers to upgrade their networks in a timely and
cost-effective manner.

         We were incorporated in Delaware on April 21, 1997 as MWD, Inc. and
began business operations on May 8, 1997. We changed our name to Tellium, Inc.
on June 3, 1997. Our principal executive offices are located at 2 Crescent
Place, Oceanport, New Jersey 07757-0901 and 185 Route 36, Building D, West Long
Branch, New Jersey 07764, and our telephone number is (732) 923-4100. Our World
Wide Web site address is www.tellium.com. Information contained in our Web site
is not incorporated by reference into this reoffer prospectus, and you should
not consider information contained in our Web site as part of this reoffer
prospectus.

                                       1
RISK FACTORS

      INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION CONTAINED
IN THIS REOFFER PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE BEFORE
YOU PURCHASE ANY SHARES OF OUR COMMON STOCK.

RISKS RELATED TO OUR BUSINESS AND FINANCIAL RESULTS

WE HAVE INCURRED SIGNIFICANT LOSSES TO DATE AND EXPECT TO CONTINUE TO INCUR
LOSSES IN THE FUTURE, WHICH MAY CAUSE OUR STOCK PRICE TO DECLINE.

         We have incurred significant losses to date and expect to continue to
incur losses in the future. We had net losses of approximately $110.3 million
for the year ended December 31, 2000 and approximately $149.5 million for the
nine months ended September 30, 2001. As of December 31, 2000 and September 30,
2001, we had an accumulated deficit of approximately $156.1 million and $305.6
million, respectively. We have large fixed expenses and expect to continue to
incur significant manufacturing, research and development, sales and marketing,
administrative and other expenses in connection with the ongoing development and
expansion of our business. We expect these operating expenses to increase
significantly as we increase our spending in order to develop and grow our
business. In order to become profitable, we will need to generate and sustain
higher revenue. If we do not generate sufficient revenues to achieve or sustain
profitability, our stock price will likely decline.

OUR LIMITED OPERATING HISTORY MAKES FORECASTING OUR FUTURE REVENUES AND
OPERATING RESULTS DIFFICULT, WHICH MAY IMPAIR OUR ABILITY TO MANAGE OUR BUSINESS
AND YOUR ABILITY TO ASSESS OUR PROSPECTS.

         We began our business operations in May 1997 and shipped our first
optical switch in January 1999. We have limited meaningful historical financial
and operational data upon which we can base projected revenues and planned
operating expenses and upon which you may evaluate us and our prospects. As a
young company in the new and rapidly evolving optical switching industry, we
face risks relating to our ability to implement our business plan, including our
ability to continue to develop and upgrade our technology and our ability to
maintain and develop customer and supplier relationships. You should consider
our business and prospects in light of the heightened risks and unexpected
expenses and problems we may face as a company in an early stage of development
in our industry.

WE EXPECT THAT SUBSTANTIALLY ALL OF OUR REVENUES WILL BE GENERATED FROM A
LIMITED NUMBER OF CUSTOMERS, INCLUDING CABLE & WIRELESS, DYNEGY CONNECT AND
QWEST. THE TERMINATION OR DETERIORATION OF OUR RELATIONSHIP WITH THESE CUSTOMERS
WILL HAVE A SIGNIFICANT NEGATIVE IMPACT ON OUR REVENUE AND CAUSE US TO CONTINUE
TO INCUR SUBSTANTIAL OPERATING LOSSES.

         For the year ended December 31, 2000 and for the nine months ended
September 30, 2001, we have derived significant revenue from sales under our
contract with Extant, which was

                                       2
transferred to Dynegy Connect in September 2000. We anticipate that
substantially all of our revenues for the foreseeable future will be derived
from Cable & Wireless, Dynegy Connect and Qwest.

         Although Dynegy Connect has agreed to purchase its full requirements
for optical switches from us until November 1, 2003, Dynegy Connect is not
contractually obligated to purchase future products or services from us and may
discontinue doing so at any time. Dynegy Connect is permitted to terminate the
agreement for, among other things, a breach of our material obligations under
the contract.

         Under our agreement with Cable & Wireless, Cable & Wireless has made a
commitment to purchase a minimum of $350 million of our optical switches by
August 7, 2005. Our agreement with Cable & Wireless gives Cable & Wireless the
right to reduce its minimum purchase commitment from $350 million to $200
million if we do not maintain a technological edge so that there exists in the
marketplace superior technology that we have not matched. This agreement also
permits Cable & Wireless to terminate the agreement upon breach of a variety of
our obligations under the contract.

         Under our agreement with Qwest, Qwest has made a commitment to purchase
a minimum of $300 million of our optical switches over the first three years of
the contract and, subject to extensions under a limited circumstance, an
additional $100 million over the following two years of the contract. This
agreement allows Qwest, through binding arbitration, to terminate the agreement
upon breach of a variety of our obligations under the contract.

         If any of these customers elects to terminate its contract with us or
if a customer fails to purchase our products for any reason, we would lose
significant revenue and incur substantial operating losses, which would
seriously harm our ability to build a successful business.

IF WE DO NOT ATTRACT NEW CUSTOMERS, OUR REVENUE MAY NOT INCREASE.

         We are currently very dependent on three customers. We must expand our
customer base in order to succeed. If we are not able to attract new customers
who are willing to make significant commitments to purchase our products and
services for any reason, including if there is a downturn in their businesses,
our business will not grow and our revenue will not increase. Our customer base
and revenue will not grow if:

         o        customers are unwilling or slow to utilize our products;

         o        we experience delays or difficulties in completing the
                  development and introduction of our planned products or
                  product enhancements;

                                       3
o        our competitors introduce new products that are superior to
                  our products;

         o        our products do not perform as expected; or

         o        we do not meet our customers' delivery requirements.

In the past, we issued warrants to some customers. We may not be able to attract
new customers and expand our sales with our existing customers if we do not
provide warrants or other incentives.

IF OUR LINE OF OPTICAL SWITCHES OR THEIR FUTURE ENHANCEMENTS ARE NOT
SUCCESSFULLY DEVELOPED, THEY WILL NOT BE ACCEPTED BY OUR CUSTOMERS AND OUR
TARGET MARKET, AND OUR FUTURE REVENUE WILL NOT GROW.

         We began to focus on the marketing and the selling of optical switches
in the second quarter of 1999. Our future revenue growth depends on the
commercial success and adoption of our optical switches.

         We are developing new products and enhancements to existing products.
We may not be able to develop new products or product enhancements in a timely
manner, or at all. For example, our Aurora Full-Spectrum switch depends on
advancements in optical components, including micro-electromechanical systems,
which have not yet been proven for telecommunications products. Any failure to
develop new products or product enhancements will substantially decrease market
acceptance and sales of our present and future products. Any failure to develop
new products or product enhancements could also delay purchases by our customers
under their contracts, or, in some cases, could cause us to be in breach under
our contracts with our customers. Even if we are able to develop and
commercially introduce new products and enhancements, these new products or
enhancements may not achieve widespread market acceptance and may not be
satisfactory to our customers. Any failure of our future products to achieve
market acceptance or be satisfactory to our customers could slow or eliminate
our revenue growth.

DUE TO THE LONG AND VARIABLE SALES CYCLES FOR OUR PRODUCTS, OUR REVENUES AND
OPERATING RESULTS MAY VARY SIGNIFICANTLY FROM QUARTER TO QUARTER. AS A RESULT,
OUR QUARTERLY RESULTS MAY BE BELOW THE EXPECTATIONS OF MARKET ANALYSTS AND
INVESTORS, CAUSING THE PRICE OF OUR COMMON STOCK TO DECLINE.

         Our sales cycle is lengthy because a customer's decision to purchase
our products involves a significant commitment of its resources and a lengthy
evaluation, testing and product qualification process. We may incur substantial
expenses and devote senior management attention to potential relationships that
may never materialize, in which event our investments will largely be lost and
we may miss other opportunities. In addition, after we enter into a contract
with a customer, the timing of purchases and deployment of our products may vary
widely and will depend on a number of factors, many of which are beyond our
control, including:

                                       4
o        specific network deployment plans of the customer;

         o        installation skills of the customer;

         o        size of the network deployment;

         o        complexity of the customer's network;

         o        degree of hardware and software changes required; and

         o        new product availability.

For example, customers with significant or complex networks usually expand their
networks in large increments on a periodic basis. Accordingly, we may receive
purchase orders for significant dollar amounts on an irregular and unpredictable
basis. The long sales cycles, as well as the placement of large orders with
short lead times on an irregular and unpredictable basis, may cause our revenues
and operating results to vary significantly and unexpectedly from quarter to
quarter. As a result, it is likely that in some future quarters our operating
results may be below the expectations of market analysts and investors, which
could cause the trading price of our common stock to decline.

WE EXPECT THE AVERAGE SELLING PRICES OF OUR PRODUCTS TO DECLINE, WHICH MAY
REDUCE REVENUES AND GROSS MARGINS.

         Our industry has experienced a rapid erosion of average product selling
prices. Consistent with this general trend, we anticipate that the average
selling prices of our products will decline in response to a number of factors,
including:

         o        competitive pressures;

         o        increased sales discounts; and

         o        new product introductions by our competitors.

         If we are unable to achieve sufficient cost reductions and increases in
sales volumes, this decline in average selling prices of our products will
reduce our revenues and gross margins.

WE WILL BE REQUIRED TO RECORD SIGNIFICANT NON-CASH CHARGES AS A RESULT OF
WARRANTS, OPTIONS, OTHER EQUITY ISSUANCES AND ACQUISITIONS. THESE NON-CASH
CHARGES WILL ADVERSELY AFFECT OUR FUTURE OPERATING RESULTS AND INVESTORS MAY
CONSIDER THIS IMPACT MATERIAL, IN WHICH CASE THE PRICE OF OUR COMMON STOCK COULD
DECLINE.

         The warrant held by affiliates of Dynegy Connect allows them to
purchase 5,226,000

                                       5
shares of our common stock at $3.05 per share. When we granted the warrant, the
majority of shares subject to the warrant were scheduled to become exercisable
as Dynegy Connect met specified milestones during the term of our contract. As
of November 2, 2000, we amended the warrant agreement to immediately vest all of
the remaining shares subject to the warrant. The revised agreement provides that
the warrant becomes exercisable based on the schedule of milestones previously
contained in the warrant. If the milestones are not reached by March 31, 2005,
the remaining unexercised shares subject to the warrant shall then become
exercisable. In connection with the execution of this amendment, we will incur a
non-cash charge of approximately $90.6 million. This charge will be recorded as
a reduction of revenue as we realize revenue from this contract.

         As part of our agreement with Qwest, we issued three warrants to a
wholly-owned subsidiary of Qwest to purchase 2,375,000 shares of our common
stock at an exercise price of $14.00 per share. The 2,375,000 shares subject to
the warrants were vested when we issued the warrants. One of the warrants is
exercisable as to 1,000,000 shares. Another warrant becomes exercisable as to
1,000,000 shares at the earlier of Qwest meeting specified milestones during the
term of our procurement contract or on September 18, 2005, which is five years
from the date of the warrant. The third warrant becomes exercisable as to the
remaining 375,000 shares at the earlier of Qwest meeting a milestone during the
term of our procurement contract or on April 10, 2007, which is six years from
the date of the warrant. The fair market value of the issued warrants,
approximately $38.0 million, will be recorded as a reduction of revenue related
to the Qwest procurement contract.

         We will incur significant additional non-cash charges as a result of
our acquisition of Astarte and our acquisition of an intellectual property
license from AT&T. The goodwill and intangible assets associated with the
Astarte acquisition are approximately $113.3 million. The intangible asset
associated with the acquisition of the AT&T license is approximately $45.0
million.

         In addition, we have recorded deferred compensation expense and have
begun to amortize non-cash charges to earnings as a result of options and other
equity awards granted to employees and non-employee directors at prices deemed
to be below fair market value on the dates of grant. Our future operating
results will reflect the continued amortization of those charges over the
vesting period of these options and awards. At September 30, 2001, we had
recorded deferred compensation expense of approximately $159.6 million, which
will be amortized to compensation expense between 2001 and 2005.

         We have also issued certain performance-based options to employees and
consultants. If the performance criteria are met, we will record significant
non-cash charges that will negatively impact our operating results. At this
time, it is not possible to determine the amount of these charges as they will
be based in part on the fair market value of our common stock at the time the
performance criteria are met.

         All of the non-cash charges referred to above will negatively impact
future operating results. It is possible that some investors might consider the
impact on operating results to be

                                       6
material, which could result in a decline in the price of our common stock.

ECONOMIC RECESSIONS OR DOWNTURNS COULD HARM OUR OPERATING RESULTS.

         Our customers may be susceptible to economic slowdowns or recessions
and could lead to a decrease in revenue. The terrorist attacks of September 11,
2001 on New York City and Washington, D.C., and the continuing acts and threats
of terrorism are having an adverse effect on the U.S. economy and could possibly
induce or accelerate the advent of an economic recession. Our government's
political, social, military and economic policies and policy changes as a result
of these circumstances could have consequences that we cannot predict, including
causing further weakness in the economy. The near- and long-term impact of these
events on our business, including on the industry section in which we focus and
our customers and prospective customers, is uncertain. Our operating results and
financial condition consequently could be materially and adversely affected in
ways we cannot foresee.

RISKS RELATED TO OUR PRODUCTS

OUR PRODUCTS MAY HAVE ERRORS OR DEFECTS THAT WE FIND ONLY AFTER DEPLOYMENT IN
OUR CUSTOMERS' NETWORKS FOR AN EXTENSIVE PERIOD OF TIME, OR PROBLEMS MAY ARISE
FROM THE USE OF OUR PRODUCTS IN CONJUNCTION WITH OTHER VENDORS' PRODUCTS, WHICH
COULD, AMONG OTHER THINGS, MAKE US LOSE CUSTOMERS AND REVENUES.

         Our products are complex and are designed to be deployed in large and
complex networks. Our products can only be fully tested when completely deployed
in these networks with high amounts of traffic. Networking products frequently
contain undetected software or hardware errors when first introduced or as new
versions are released. Our customers may discover errors or defects in our
software or hardware, or our products may not operate as expected after they
have used them extensively in their networks. In addition, service providers
typically use our products in conjunction with products from other vendors. As a
result, if problems occur, it may be difficult to identify the source of the
problem.

         If we are unable to fix any defects or errors or other problems arise,
we could:

         o        lose revenues;

         o        lose existing customers;

         o        fail to attract new customers and achieve market acceptance;

         o        divert development resources;

         o        increase service and repair, warranty and insurance costs; and

         o        be subjected to legal actions for damages by our customers.

IF OUR PRODUCTS DO NOT OPERATE WITHIN OUR CUSTOMERS' NETWORKS, INSTALLATIONS
WILL BE DELAYED OR CANCELLED, REDUCING OUR REVENUES, OR WE MAY HAVE TO MODIFY

                                       7
SOME OF OUR PRODUCT DESIGNS. PRODUCT MODIFICATIONS COULD INCREASE OUR EXPENSES
AND REDUCE THE MARGINS ON OUR PRODUCTS.

         Our customers require that our products be designed to operate within
their existing networks, each of which may have different specifications. Our
customers' networks contain multiple generations of products that have been
added over time as these networks have grown and evolved. If our products do not
operate within our customers' networks, installations could be delayed and
orders for our products could be cancelled, causing our revenues to decline. The
requirement that we modify product designs in order to achieve a sale may result
in a longer sales cycle, increased research and development expense and reduced
margins on our products.

IF OUR PRODUCTS DO NOT MEET INDUSTRY STANDARDS THAT MAY EMERGE, OR IF SOME
INDUSTRY STANDARDS ARE NOT ULTIMATELY ADOPTED, WE WILL NOT GAIN MARKET
ACCEPTANCE AND OUR REVENUES WILL NOT GROW.

         Our success depends, in part, on both the adoption of industry
standards for new technologies in our market and our products' compliance with
industry standards. To date, no industry standards have been adopted related to
some functions of our products. The absence of industry standards may prevent
market acceptance of our products if potential customers delay purchases of new
equipment until standards are adopted. In addition, in developing our products,
we have made, and will continue to make, assumptions about the industry
standards that may be adopted by our competitors and existing and potential
customers. If the standards adopted are different from those which we have
chosen to support, customers may not choose our products, and our sales and
related revenues will be significantly reduced.

IF WE DO NOT ESTABLISH AND INCREASE OUR MARKET SHARE IN THE INTENSIVELY
COMPETITIVE OPTICAL NETWORKING MARKET, WE WILL EXPERIENCE, AMONG OTHER THINGS,
REDUCED REVENUES AND GROSS MARGINS.

         If we do not compete successfully in the intensely competitive market
for public telecommunications network equipment, we may lose any advantage that
we might have by being the first to market with an optical switch prior to
achieving significant market penetration. In addition to losing any competitive
advantage, we may also:

         o        not be able to obtain or retain customers;

         o        experience price reductions for our products;

         o        experience order cancellations;

         o        experience increased expenses; and

         o        experience reduced gross margins.

                                       8
Many of our competitors, in comparison to us, have:

         o        longer operating histories;

         o        greater name recognition;

         o        larger customer bases; and

         o        significantly greater financial, technical, sales, marketing,
                  manufacturing and other resources.

         These competitors may be able to reduce our market share by adopting
more aggressive pricing policies than we can or by developing products that gain
wider market acceptance than our products.

RISKS RELATED TO THE EXPANSION OF OUR BUSINESS

IF THE OPTICAL SWITCHING MARKET DOES NOT DEVELOP AS WE EXPECT, OUR OPERATING
RESULTS WILL BE NEGATIVELY AFFECTED AND OUR STOCK PRICE COULD DECLINE.

         The market for optical switching is extremely new and rapidly evolving.
Optical switching may not be widely adopted as a method by which service
providers address their data capacity requirements. In addition, most service
providers have made substantial investments in their current network and are
typically reluctant to adopt new and unproven technologies. They may elect to
remain with their current network design or to adopt a new design, like ours, in
limited stages or over extended periods of time. A decision by a customer to
purchase our product involves a significant capital investment. We will need to
convince service providers of the benefits of our products for future network
upgrades, and if we are unable to do so, a viable market for our products may
not develop or be sustainable. If the market for optical switching does not
develop, or develops more slowly than we expect, our operating results will be
below our expectations and the price of our stock could decline.

IF WE ARE NOT SUCCESSFUL IN RAPIDLY DEVELOPING NEW AND ENHANCED PRODUCTS THAT
RESPOND TO CUSTOMER REQUIREMENTS AND TECHNOLOGICAL CHANGES, CUSTOMERS WILL NOT
BUY OUR PRODUCTS AND WE COULD LOSE REVENUE.

         The market for optical switching is characterized by rapidly changing
technologies, frequent new product introductions and evolving customer and
industry standards. We may be unable to anticipate or respond quickly or
effectively to rapid technological changes. Also, we may experience design,
manufacturing, marketing and other difficulties that could delay or prevent our
development and introduction of new products and enhancements. In addition, if
our competitors introduce products based on new or alternative technologies, our
existing and future products could become obsolete and our sales could decrease.

         Our customers require some product features and capabilities that our
current products do

                                       9
not have. If we fail to develop or enhance our products or to offer services
that satisfy evolving customer demands, we will not be able to satisfy our
existing customers' requirements or increase demand for our products. If this
happens, we will lose customers and breach our existing contracts with our
customers, our operating results will be negatively impacted and the price of
our stock could decline.

IF WE DO NOT EXPAND OUR SALES, MARKETING AND DISTRIBUTION CHANNELS, WE MAY BE
UNABLE TO INCREASE MARKET AWARENESS AND SALES OF OUR PRODUCTS, WHICH MAY PREVENT
US FROM INCREASING OUR SALES AND ACHIEVING AND MAINTAINING PROFITABILITY.

         Our products require a sophisticated sales and marketing effort
targeted towards a limited number of key individuals within our current and
prospective customers' organizations. Our success will depend, in part, on our
ability to develop and manage these relationships. We continue to build our
direct sales and marketing force and plan to hire additional sales and marketing
personnel and consulting engineers. Competition for these individuals is intense
because there is a limited number of people available with the necessary
technical skills and understanding of the optical switching market. In addition,
we believe that our success will depend on our ability to establish successful
relationships with various distribution partners. If we are unable to expand our
sales, marketing and distribution operations, we may not be able to effectively
market and sell our products, which may prevent us from increasing our sales and
achieving and maintaining profitability.

IF WE DO NOT EXPAND OUR CUSTOMER SERVICE AND SUPPORT ORGANIZATION, WE MAY BE
UNABLE TO INCREASE OUR SALES.

         We currently have a small customer service and support organization and
will need to increase our staff to support new and existing customers. Our
products are complex and our customers need highly-trained customer service and
support personnel to be available at all hours. We are likely to have difficulty
hiring customer service and support personnel because of the limited number of
people available with the necessary technical skills. If we are unable to expand
our customer service and support organization and rapidly train these personnel,
we may not be able to increase our sales, which could cause the price of our
stock to decline.

OUR FAILURE TO MANAGE OUR GROWTH, IMPROVE EXISTING PROCESSES AND IMPLEMENT NEW
SYSTEMS COULD RESULT IN LOST SALES OR DISRUPTIONS TO OUR BUSINESS.

         We have expanded our operations rapidly since our inception in May
1997. Our growth has placed, and we anticipate that our growth will continue to
place, a significant strain on our management systems and resources. Our ability
to successfully sell our products and implement our business plan in a rapidly
evolving market requires an effective planning and management process. From
September 30, 2000 to September 30, 2001, the number of our employees increased
from 308 to 545. We expect that we will need to continue to refine and expand
our financial, managerial and manufacturing controls and reporting systems. If
we are unable to implement adequate control systems in an efficient and timely
manner, our operations could be adversely affected and our growth could be
impaired, which could cause the price of our stock to decline.

                                       10
IF WE ARE NOT ABLE TO HIRE AND RETAIN QUALIFIED PERSONNEL, OR IF WE LOSE KEY
PERSONNEL, WE MAY BE UNABLE TO COMPETE OR GROW OUR BUSINESS.

         We believe our future success will also depend, in large part, on our
ability to identify, attract and retain sufficient numbers of highly-skilled
employees, particularly qualified sales and engineering personnel. We may not
succeed in identifying, attracting and retaining these personnel. Further,
competitors and other entities may attempt to recruit our employees. If we are
unable to hire and retain adequate staffing levels, we may not be able to
increase sales of our products, which could cause the price of our stock to
decline.

         Our future success depends to a significant degree on the skills and
efforts of Harry J. Carr, our Chief Executive Officer and Chairman of the Board,
Krishna Bala, our Chief Technology Officer, and other key executive officers and
members of our senior management. These employees have critical industry
experience and relationships that we rely on to implement our business plan. We
currently do not have "key person" life insurance policies covering any of our
employees. If we lose the services of Mr. Carr, Dr. Bala or one or more of our
other key executive officers and senior management members, we may not be able
to grow our business as we expect, and our ability to compete could be harmed,
causing our stock price to decline.

IF WE BECOME SUBJECT TO UNFAIR HIRING CLAIMS, WE COULD INCUR SUBSTANTIAL COSTS
IN DEFENDING OURSELVES.

         We may become subject to claims from companies in our industry whose
employees accept positions with us that we have engaged in unfair hiring
practices or inappropriately taken or benefited from confidential or proprietary
information. These claims may result in material litigation or judgments against
us. We could incur substantial costs in defending ourselves or our employees
against these claims, regardless of the merits of the claims. In addition,
defending ourselves from these claims could divert the attention of our
management away from our core business, which could cause our financial
performance to suffer.

WE DO NOT HAVE SIGNIFICANT EXPERIENCE IN INTERNATIONAL MARKETS AND MAY HAVE
UNEXPECTED COSTS AND DIFFICULTIES IN DEVELOPING INTERNATIONAL REVENUES.

         We are expanding the marketing and sales of our products
internationally. This expansion will require significant management attention
and financial resources to successfully develop international sales and support
channels. We will face risks and challenges that we do not have to address in
our U.S. operations, including:

         o        currency fluctuations and exchange control regulations;

         o        changes in regulatory requirements in international markets;

         o        expenses associated with developing and customizing our
                  products for foreign countries;

                                       11
o        reduced protection for intellectual property rights; and

         o        compliance with international technical and regulatory
                  standards that differ from domestic standards.

         If we do not successfully overcome these risks and challenges, our
international business will not achieve the revenue or profits that we expect.

WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL CAPITAL TO FUND OUR EXISTING AND FUTURE
OPERATIONS.

         At September 30, 2001, we had approximately $226.4 million in cash and
cash equivalents. We believe that our available cash, our line of credit
facilities and cash anticipated to be available from future operations, will
enable us to meet our working capital requirements for the next 12 months. The
development and marketing of new products, however, and the expansion of our
direct sales operation and associated customer support organization will require
a significant commitment of resources. As a result, we may need to raise
substantial additional capital. We may not be able to obtain additional capital
at all, or upon acceptable terms. If we are unable to obtain additional capital
on acceptable terms, we may be required to reduce the scope of our planned
product development and marketing and sales efforts. To the extent that we raise
additional capital through the sale of equity or convertible debt securities,
the issuance of additional securities could result in dilution to our existing
stockholders. If additional funds are raised through the issuance of debt
securities, their terms could impose additional restrictions on our operations.

IF WE MAKE ACQUISITIONS, OUR STOCKHOLDERS COULD BE DILUTED AND WE COULD ASSUME
ADDITIONAL CONTINGENT LIABILITIES. IN ADDITION, IF WE FAIL TO SUCCESSFULLY
INTEGRATE OR MANAGE THE ACQUISITIONS WE MAKE, OUR BUSINESS WOULD BE DISRUPTED
AND WE COULD LOSE SALES.

         We may, as we did with the acquisition of Astarte, consider investments
in complementary businesses, products or technologies. In the event of any
future acquisitions, we could:

         o        issue stock that would dilute our current stockholders'
                  percentage ownership;

         o        incur debt that will give rise to interest charges and may
                  impose material restrictions on the manner in which we operate
                  our business;

         o        assume liabilities;

         o        incur amortization expenses related to goodwill and other
                  intangible assets; or

         o        incur large and immediate write-offs.

                                       12
We also face numerous risks, including the following, in operating and
integrating any acquired business:

         o        problems combining the acquired operations, technologies or
                  products;

         o        diversion of management's time and attention from our core
                  business;

         o        adverse effects on existing business relationships with
                  suppliers and customers;

         o        risks associated with entering markets in which we have no or
                  limited prior experience; and

         o        potential loss of key employees, particularly those of
                  acquired companies.

         We may not be able to successfully integrate businesses, products,
technologies or personnel that we might acquire in the future. If we fail to do
so, we could experience lost sales or disruptions to our business.

THE COMMUNICATIONS INDUSTRY IS SUBJECT TO GOVERNMENT REGULATIONS. THESE
REGULATIONS COULD NEGATIVELY AFFECT OUR GROWTH AND REDUCE OUR REVENUES.

         Our products and our customers' products are subject to Federal
Communications Commission rules and regulations. Current and future Federal
Communications Commission rules and regulations affecting communications
services or our customers' businesses or products could negatively affect our
business. In addition, international regulatory standards could impair our
ability to develop products for international service providers in the future.
We may not obtain or maintain all of the regulatory approvals that may, in the
future, be required to operate our business. Our inability to obtain these
approvals, as well as any delays caused by our compliance and our customers'
compliance with regulatory requirements could result in postponements or
cancellations of our product orders, which would significantly reduce our
revenues.

RISKS RELATED TO OUR PRODUCT MANUFACTURING

IF AGERE SYSTEMS INC. STOPS SUPPLYING US WITH COMPONENTS, WE MAY EXPERIENCE
MANUFACTURING DELAYS, WHICH COULD HARM OUR CUSTOMER RELATIONSHIPS.

         We currently contract with Agere Systems to supply us with optical
transceivers, a critical component of our optical switches. Lucent Technologies,
Inc., a major stockholder of Agere, is also one of our major competitors since
it develops and markets products similar to ours. If Agere determines not to
supply us with optical transceivers because of its relationship with Lucent, we
will have to rely on other sources and may experience delays in manufacturing
our products, which could damage our customer relationships.

IF WE FAIL TO PREDICT OUR MANUFACTURING AND COMPONENT REQUIREMENTS ACCURATELY,
WE COULD

                                       13
INCUR ADDITIONAL COSTS OR EXPERIENCE MANUFACTURING DELAYS, WHICH COULD HARM OUR
CUSTOMER RELATIONSHIPS.

         We provide forecasts of our demand to our contract manufacturers and
component vendors up to six months prior to scheduled delivery of products to
our customers. In addition, lead times for materials and components that we
order are long and depend on factors such as the procedures of, or contract
terms with, a specific supplier and demand for each component at a given time.
If we overestimate our requirements, we may have excess inventory, which could
increase our costs and harm our relationship with our contract manufacturers and
component vendors due to unexpectedly reduced future orders. If we underestimate
our requirements, we may have an inadequate inventory of components and optical
assemblies, which could interrupt manufacturing of our products, result in
delays in shipments to our customers and damage our customer relationships.

SOME OF THE OPTICAL COMPONENTS USED IN OUR PRODUCTS MAY BE DIFFICULT TO OBTAIN.
THIS COULD INHIBIT OUR ABILITY TO MANUFACTURE OUR PRODUCTS AND WE COULD LOSE
REVENUE AND MARKET SHARE.

         Our industry has experienced shortages of optical components in times
of high demand. For some of these components, there previously were long waiting
periods between placement of an order and receipt of the components. If such
shortages should reoccur, component suppliers could impose allocations that
limit the number of components they supply to a given customer in a specified
time period. These suppliers could choose to increase allocations to larger,
more established companies, which could reduce our allocations and harm our
ability to manufacture our products. If we are not able to manufacture and ship
our products on a timely basis, we could lose revenue, our reputation could be
harmed and customers may find our competitors' products more attractive.

ANY DISRUPTION IN OUR MANUFACTURING RELATIONSHIPS MAY CAUSE US TO FAIL TO MEET
OUR CUSTOMERS' DEMANDS, DAMAGE OUR CUSTOMER RELATIONSHIPS AND CAUSE US TO LOSE
REVENUE.

         We rely on a small number of contract manufacturers to manufacture our
products in accordance with our specifications and to fill orders on a timely
basis. Our contract manufacturers may not always have sufficient quantities of
inventory available to fill our orders or may not allocate their internal
resources to fill these orders on a timely basis.

         We currently do not have long-term contracts with any of our
manufacturers. As a result, our contract manufacturers are not obligated to
supply products to us for any specific period, in any specific quantity or at
any specific price, except as may be provided in a particular purchase order. If
for any reason these manufacturers were to stop satisfying our needs without
providing us with sufficient warning to procure an alternate source, our ability
to sell our products could be harmed. In addition, any failure by our contract
manufacturers to supply us with our products on a timely basis could result in
late deliveries. Our inability to meet our delivery deadlines could adversely
affect our customer relationships and, in some instances, result in termination
of these relationships or potentially subject us to litigation. Qualifying a new
contract manufacturer and

                                       14
commencing volume production is expensive and time-consuming and could
significantly interrupt the supply of our products. If we are required or choose
to change contract manufacturers, we may damage our customer relationships and
lose revenue.

WE PURCHASE SEVERAL OF OUR KEY COMPONENTS FROM SINGLE OR LIMITED SOURCES. IF WE
ARE UNABLE TO OBTAIN THESE COMPONENTS ON A TIMELY BASIS, WE WILL NOT BE ABLE TO
MEET OUR CUSTOMERS' PRODUCT DELIVERY REQUIREMENTS, WHICH COULD HARM OUR
REPUTATION AND DECREASE OUR SALES.

         We purchase several key components from single or, in some cases,
limited sources. We do not have long-term supply contracts for these components.
If any of our sole or limited source suppliers experience capacity constraints,
work stoppages or any other reduction or disruption in output, they may not be
able or may choose not to meet our delivery schedules. Also, our suppliers may:

         o        enter into exclusive arrangements with our competitors;

         o        be acquired by our competitors;

         o        stop selling their products or components to us at
                  commercially reasonable prices;

         o        refuse to sell their products or components to us at any
                  price; or

         o        be unable to obtain or have difficulty obtaining components
                  for their products from their suppliers.

         If supply for these key components is disrupted, we may be unable to
manufacture and deliver our products to our customers on a timely basis, which
could result in lost or delayed revenue, harm to our reputation, increased
manufacturing costs and exposure to claims by our customers. Even if alternate
suppliers are available to us, we may have difficulty identifying them in a
timely manner, we may incur significant additional expense and we may experience
difficulties or delays in manufacturing our products. Any failure to meet our
customers' delivery requirements could harm our reputation and decrease our
sales.

OUR ABILITY TO COMPETE COULD BE JEOPARDIZED AND OUR BUSINESS PLAN SERIOUSLY
COMPROMISED IF WE ARE UNABLE TO PROTECT FROM THIRD-PARTY CHALLENGES THE
DEVELOPMENT AND MAINTENANCE OF THE PROPRIETARY ASPECTS OF THE OPTICAL SWITCHING
PRODUCTS AND TECHNOLOGY WE DESIGN.

         Our products utilize a variety of proprietary rights that are critical
to our competitive position. Because the technology and intellectual property
associated with our optical switching products are evolving and rapidly
changing, our current intellectual property rights may not adequately protect us
in the future. We rely on a combination of patent, copyright, trademark and
trade secret laws and contractual restrictions to protect the intellectual
property utilized in our products. For example, we enter into confidentiality or
license agreements with our employees, consultants, corporate partners and
customers and control access to, and distribution of, our

                                       15
software, documentation and other proprietary information. Despite our efforts
to protect our proprietary rights, unauthorized parties may attempt to copy or
otherwise obtain and use our products or technology. Also, it is possible that
no patents or trademarks will be issued from our currently pending or future
patent or trademark applications. Because legal standards relating to the
validity, enforceability and scope of protection of patent and intellectual
property rights in new technologies are uncertain and still evolving, the future
viability or value of our intellectual property rights is uncertain. Moreover,
effective patent, trademark, copyright and trade secret protection may not be
available in some countries in which we distribute or may anticipate
distributing our products. Furthermore, our competitors may independently
develop similar technologies that limit the value of our intellectual property
or design around patents issued to us. If competitors are able to use our
technology, our competitive edge would be reduced or eliminated.

IF NECESSARY LICENSES OF THIRD-PARTY TECHNOLOGY ARE NOT AVAILABLE TO US OR ARE
VERY EXPENSIVE, OUR PRODUCTS COULD BECOME OBSOLETE AND OUR BUSINESS SERIOUSLY
HARMED BECAUSE WE COULD HAVE TO LIMIT OR CEASE THE DEVELOPMENT OF SOME OF OUR
PRODUCTS.

         We currently license technology from several companies that is
integrated into our products. We may occasionally be required to license
additional technology from third parties or expand the scope of current licenses
to sell or develop our products. Existing and future third-party licenses may
not be available to us on commercially reasonable terms, if at all. The loss of
our current technology licenses or our inability to expand or obtain any
third-party license required to sell or develop our products could require us to
obtain substitute technology of lower quality or performance standards or at
greater cost or limit or cease the sale or development of certain products or
services. If these events occur, we may not be able to increase our sales and
our revenue could decline.

RISKS RELATED TO THIS OFFERING

INSIDERS HAVE SUBSTANTIAL CONTROL OVER US AND COULD LIMIT YOUR ABILITY TO
INFLUENCE THE OUTCOME OF KEY TRANSACTIONS, INCLUDING CHANGES OF CONTROL.

     Our directors, executive officers and principal stockholders and entities
affiliated with them own approximately 45% of the outstanding shares of our
common stock. As a result, these stockholders, if acting together, may influence
matters requiring approval by our stockholders, including the election of
directors and the approval of mergers or other business combination
transactions. These stockholders or their affiliates may acquire additional
equity in the future. The concentration of ownership may also have the effect of
delaying, preventing or deterring a change of control of our company, could
deprive our stockholders of an opportunity to receive a premium for their common
stock as part of a sale of our company and might ultimately affect the market
price of our common stock.

THE TRADING PRICE FOR OUR COMMON STOCK IS LIKELY TO BE HIGHLY VOLATILE. THIS
MAKES YOUR INVESTMENT IN OUR COMMON STOCK MORE RISKY AND LITIGATION MORE LIKELY.

                                       16
We cannot assure you that an active trading market, if any, will be
sustained. The price of our common stock may be highly volatile and may
fluctuate substantially depending on many factors, some of which are beyond our
control. In particular, the limited amount of our product sales and the limited
number of customers and/or the announcement of any significant customer
developments, awards or losses or of any significant partnerships or
acquisitions by us or our competitors could have a material adverse effect on
our trading price. In addition, the market for technology companies, including
companies whose business involves some aspect of optical networking, has
recently experienced substantial price and volume fluctuations, which often have
been unrelated or disproportionate to the operating performance of those
companies. In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been brought
against that company. Due to the potential volatility of our stock price, we may
be the target of securities litigation in the future. Securities litigation
could result in substantial costs and divert management's attention and
resources from our business.

                           FORWARD-LOOKING STATEMENTS

         This reoffer prospectus contains forward-looking statements that
involve substantial risks and uncertainties. These forward-looking statements
are not historical facts, but rather are based on current expectations,
estimates and projections about our industry, our beliefs and our assumptions.
Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks"
and "estimates" and variations of these words and similar expressions are
intended to identify forward-looking statements. These statements are not
guarantees of future performance and are subject to risks, uncertainties and
other factors, some of which are beyond our control and difficult to predict,
and could cause actual results to differ materially from those expressed or
forecasted in the forward-looking statements. These risks and uncertainties
include those described in "Risk Factors" and elsewhere in this reoffer
prospectus. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this reoffer prospectus.

                                 USE OF PROCEEDS

         Tellium will not receive any proceeds when the selling stockholders
sell their common stock to others. All sale proceeds will be received by the
selling stockholders.

                                    DILUTION

         Because our selling stockholders will offer and sell the common stock
covered by this reoffer prospectus at various times and at prices and terms then
prevailing or at prices related to the then current market price or in
negotiated transactions, we have not included in this reoffer prospectus
information about the dilution, if any, to the public arising from these sales.

                              SELLING STOCKHOLDERS

                                       17
The selling stockholders are current or former officers and other
employees of Tellium, and their "family members," as that term is defined in
General Instruction A.1(a)(5) of Form S-8.
Number of Shares of Common Stock  Number of Shares of Common Stock
               Name                                 Owned Prior to Offering (1)     Being Registered for Sale Hereby
----------------------------------------------- ----------------------------------- ----------------------------------
Michael Albers (2)                                                 480,000                             480,000

Albers Family LLC (3)                                              120,000                             120,000

Krishna Bala and Simrat K. Bala, as Joint
Tenants (4)*                                                       150,000                             150,000

Krishna Bala LLC (5)*                                            1,209,000                           1,209,000

Richard W. Barcus (6)*                                             447,500                             447,500

Barcus Family Limited Partnership No. 1, LLLP (7)*                 300,000                             300,000

Barcus Family Limited Partnership No. 2, LLLP (8)*                 300,000                             300,000

Julie C. Barcus (9)*                                               447,500                             447,500

Darren Beers (10)*                                                 300,000                             300,000

Beers Family L.L.C. (11)*                                          300,000                             300,000

Pankaj H. Bhatt (12)*                                              257,000                             257,000

Smita Bhatt (13)*                                                   25,000                              25,000

The Bhatt Family Limited Partnership (14)*                         135,000                             135,000

Pankaj H. Bhatt and Smita Bhatt(15)*                               110,500                             110,500

E. Thomas Biehl (16)*                                              240,000                             240,000

Biehl Family, L.P. (17)*                                            60,000                              60,000

Grace Carr (18)*                                                   750,000                             750,000

Carr 2000 Trust (19)*                                               54,000                              54,000

Carr Family Trust (20)*                                             45,000                              45,000

Harry J. Carr (21)*                                              5,713,426                           5,713,426

Deborah A. Carr 2000 Family Trust (22)                             344,037                             344,037

Marietta Partners LLC (23)                                         233,787                             233,787

Pluto Partners LLC (24)                                             54,000                              54,000

Thomas J. Cassa (25)                                               385,125                             385,125
18
The Cassa Family Trust (26)                                         90,000                              90,000

Anthony J. DeMambro (27)                                           278,800                             278,800

Judith A. DeMambro (28)                                                800                                 800

The Anthony J. DeMambro Annuity Trust Indenture (29)                35,200                              35,200

The Judith Ann DeMambro Annuity Trust Indenture (30)                35,200                              35,200

Nicholas DeVito (31)*                                              325,200                             325,200

KD Family LLC (32)*                                                 85,800                              85,800

NCAL, LLC (33)*                                                    489,000                             489,000

John Gamelin (34)*                                                 795,510                             795,510

The Gamelin Family Limited Partnership (35)*                       150,000                             150,000

The Nancy Gamelin Trust (36)*                                       18,684                              18,684

Jack B. Kurtz (37)*                                                807,000                             807,000

Kurtz Family Limited Partnership (38)*                              75,000                              75,000

Michael J. Losch (39)*                                             596,316                             596,316

Michael Losch 2000 GRAT (40)*                                      295,184                             295,184

CJL Family LLC (41)*                                               240,000                             240,000

Other Selling Stockholders (42)                                  1,737,500                           1,737,500
*   These shares are subject to a lock-up agreement with the Company and cannot
     be resold until the third day after the Company releases its earnings for
     the year ending December 31, 2001.

(1)  For purposes of this table, the number of shares of common stock owned
     prior to this offering includes all shares of common stock owned as of the
     date of this reoffer prospectus. It does not include options, exercisable
     or unexercisable, granted under the other stock option plans maintained by
     Tellium.

(2)  Mr. Albers is a former officer.

(3)  Mr. Albers controls the Albers Family LLC.

(4)  All of the shares listed in the table are vested under Restricted Stock
     Agreements. Dr. Bala is the Chief Technology Officer of Tellium. Simrat K.
     Bala is Dr. Bala's spouse.

(5)  Of the shares listed in the table, 527,400 are currently unvested under
     Restricted Stock Agreements. Dr. Bala is the managing partner of Krishna
     Bala LLC.

(6)  Of the shares listed in the table, 175,339 are currently unvested under
     Restricted Stock Agreements. Mr. Barcus is a former officer.

(7)  Of the shares listed in the table, 117,546 are currently unvested under
     Restricted Stock Agreements. Mr. Barcus is the General Partner of the
     Barcus Family Limited Partnership No. 1, LLLP.

                                       19
(8)  Of the shares listed in the table, 117,546 are currently unvested under
     Restricted Stock Agreements. Mr. Barcus is the General Partner of the
     Barcus Family Limited Partnership No. 2, LLLP.

(9)  Of the shares listed in the table, 175,339 are currently unvested under
     Restricted Stock Agreements. Julie C. Barcus is Mr. Barcus' spouse.

(10) Of the shares listed in the table, 175,000 are currently unvested under
     Restricted Stock Agreements. Mr. Beers is the Vice President -- Systems
     Engineering and Customer Support.

(11) Of the shares listed in the table, 212,500 are currently unvested under
     Restricted Stock Agreements. Mr. Beers is the president of, and controls,
     Beers Family L.L.C.

(12) Of the shares listed in the table, 117,173 are currently unvested under
     Restricted Stock Agreements.

(13) Of the shares listed in the table, 11,398 are currently unvested under
     Restricted Stock Agreements.

(14) Of the shares listed in the table, 61,550 are currently unvested under
     Restricted Stock Agreements.

(15) Of the shares listed in the table, 50,380 are currently unvested under
     Restricted Stock Agreements.

(16) Of the shares listed in the table, 108,750 are currently unvested under
     Restricted Stock Agreements.

(17) Of the shares listed in the table, 60,000 are currently unvested under
     Restricted Stock Agreements. Mr. Biehl controls the Biehl Family L.P.

(18) Of the shares listed in the table, 510,000 are currently unvested under
     Restricted Stock Agreements.

(19) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Ms. Carr controls the Carr 2000 Trust.

(20) Of the shares listed in the table, 15,000 are currently unvested under
     Restricted Stock Agreements. Ms. Carr controls the Carr Family Trust.

(21) Of the shares listed in the table, 1,562,500 are currently unvested under
     Restricted Stock Agreements. Mr. Carr is Chief Executive Officer and
     Chairman of the Board of Directors of Tellium.

(22) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Deborah A. Carr is Mr. Carr's spouse and controls the Deborah
     A. Carr 2000 Family Trust.

(23) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Mr. Carr controls Marietta Partners LLC.

(24) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Mr. Carr controls Pluto Partners LLC.

(25) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Mr. Cassa is a former officer.

(26) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Mr. Cassa controls The Cassa Family Trust.

(27) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Mr. DeMambro is a former officer.

(28) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Judith A. DeMambro is Mr. DeMambro's spouse.

(29) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Mr. DeMambro controls The Anthony J. DeMambro Annuity
     Trust Indenture.

(30) All of the shares listed in the table are vested under Restricted Stock
     Agreements. Mrs. DeMambro controls The Judith A. DeMambro
     Annuity Trust Indenture.

(31) Of the shares listed in the table, 173,938 are currently unvested under
     Restricted Stock Agreements. Mr. DeVito is Vice President -- Business
     Development of Tellium.

(32) Of the shares listed in the table, 50,050 are currently unvested under
     Restricted Stock Agreements. Mr. DeVito controls the KD Family LLC.

(33) Of the shares listed in the table, 268,075 are currently unvested under
     Restricted Stock Agreements. Mr. DeVito controls the NCAL, LLC.

(34) Of the shares listed in the table, 344,870 are currently unvested under
     Restricted Stock Agreements.

                                       20
(35) Of the shares listed in the table, 80,139 are currently unvested under
     Restricted Stock Agreements. Mr. Gamelin is a General Partner of
     The Gamelin Family Limited Partnership.

(36) Of the shares listed in the table, 9,982 are currently unvested under
     Restricted Stock Agreements. Nancy Gamelin is Mr. Gamelin's spouse and is
     the trustee.

(37) Of the shares listed in the table, 275,000 are currently unvested under
     Restricted Stock Agreements. Mr. Kurtz is a Vice President -- International
     Sales of Tellium.

(38) Of the shares listed in the table, 75,000 are currently unvested under
     Restricted Stock Agreements. Mr. Kurtz is a partner of the Kurtz Family
     Trust, which owns The Kurtz Family Limited Partnership.

(39) Of the shares listed in the table, 349,250 are currently unvested under
     Restricted Stock Agreements. Mr. Losch is Chief Financial Officer,
     Secretary and Treasurer of Tellium.

(40) Of the shares listed in the table, 178,875 are currently unvested under
     Restricted Stock Agreements. Mr. Losch controls the Michael Losch
     2000 GRAT.

(41) Of the shares listed in the table, 150,000 are currently unvested under
     Restricted Stock Agreements. Clifford Lynch controls the CJL Family LLC.

(42) Information regarding these persons or entities will be added by further
     supplement to this prospectus

         The selling stockholders will determine the actual number of shares, if
any, that they will sell. Because the selling stockholders may sell all, some or
none of the shares of common stock that they hold, we are unable to estimate the
amount or percentage of shares of common stock that they will hold after
completion of the offering.

                              PLAN OF DISTRIBUTION

         The selling stockholders and any of their pledgees, donees, assignees,
transferees or successors-in-interest selling shares received from a named
selling stockholder as a gift, partnership distribution or other non-sale
related transfer after the date of this reoffer prospectus (collectively, the
"selling stockholders") may, from time to time, sell any or all of the shares of
common stock offered hereby on the Nasdaq Stock Market or any stock exchange,
market or trading facility on which the shares are traded, or in private
transactions. These sales may be made at market prices prevailing at the time of
the sale or at negotiated or fixed prices. The selling stockholders will act
independently of Tellium in making decisions with respect to the timing, manner
and size of each sale. The selling stockholders may use any one or more of the
following methods when selling shares:

         o        ordinary brokerage transactions and transactions in which the
                  broker-dealer solicits purchasers;

         o        block trades in which the broker-dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a broker-dealer as principal and resale by the
                  broker-dealer for its account;

         o        an exchange distribution in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        underwritten offerings;

         o        short sales;

                                       21
o        agreements by the broker-dealer and the selling stockholders
                  to sell a specified number of such shares at a stipulated
                  price per share;

         o        a combination of any such methods of sale; and

         o        any other method permitted by applicable law.

         The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, under Section 4(1) of the Securities Act or
directly to the Company in certain circumstances rather than under this reoffer
prospectus.

         Unless otherwise prohibited, the selling stockholders may enter into
hedging transactions with broker-dealers or other financial institutions in
connection with distributions of the shares or otherwise. In such transactions,
broker-dealers or financial institutions may engage in short sales of the shares
in the course of hedging the position they assume with the selling stockholders.
The selling stockholders may also engage in short sales, puts and calls,
forward-exchange contracts, collars and other transactions in our securities or
derivatives of our securities and may sell or deliver shares in connection with
these trades. If the selling stockholders sell shares short, they may redeliver
the shares to close out such short positions. The selling stockholders may also
enter into option or other transactions with broker-dealers or financial
institutions which require the delivery to the broker-dealer or the financial
institution of the shares. The broker-dealer or financial institution may then
resell or otherwise transfer such shares pursuant to this reoffer prospectus. In
addition, the selling stockholders may loan their shares to broker-dealers or
financial institutions who are counterparties to hedging transactions and the
broker-dealers, financial institutions or counterparties may sell the borrowed
shares into the public market. The selling stockholders may also pledge their
shares to their brokers or financial institutions and under the margin loan the
broker or financial institution may, from time to time, offer and sell the
pledged shares. The selling stockholders have advised us that they have not
entered into any agreements, understandings or arrangements with any
underwriters, broker-dealers or financial institutions regarding the sale of
their shares other than ordinary course brokerage arrangements, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of shares by the selling stockholders.

         The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and complied with.

         Tellium will file a supplement to this reoffer prospectus, if required,
under Rule 424(b) under the Securities Act upon being notified by a selling
stockholder that any material arrangement has been entered into with a
broker-dealer or financial institution for the sale of shares through a block
trade, special or underwritten offering, exchange distribution or secondary
distribution or a purchase by a broker, dealer or financial institution. Such
supplement will disclose:

         o        the name of each selling stockholder and of the participating
                  broker-dealer(s) or financial institution(s),

         o        the number of shares involved,

                                       22
o        the price at which such shares were sold,

         o        the commissions paid or discounts or concessions allowed to
                  such broker-dealer(s) or financial institution(s), where
                  applicable,

         o        that such broker-dealer(s) or financial institution(s) did not
                  conduct any investigation to verify the information set out or
                  incorporated by reference in this reoffer prospectus, and

         o        other facts material to the transaction.

         In addition, upon being notified by a selling stockholder that a donee
or pledgee intends to sell more than 500 shares, Tellium will file a supplement
to this reoffer prospectus.

         We will not pay any of the expense associated with sales by the selling
stockholders. The selling stockholders may agree to indemnify any broker-dealer
or agent that participates in transactions involving sales of the shares against
certain liabilities in connection with the offering of the shares arising under
the Securities Act of 1933.

         The selling stockholders and any underwriters, brokers, dealers,
financial institutions or agents that participate in the distribution of the
common stock may be deemed to be "underwriters" under the Securities Act, and
any profit on the sale of the common stock by them and any discounts,
commissions or concessions received by any such underwriters, dealers, financial
institutions or agents might be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.

         The selling stockholders and any other person participating in the
distribution will be subject to the applicable provisions of the Securities
Exchange Act of 1934 and the rules and regulations under the Exchange Act. The
Exchange Act rules include, without limitation, Regulation M, which may limit
the timing of any other person participating in the distribution. In addition,
Regulation M of the Exchange Act may restrict the ability of any person engaged
in the distribution of the common stock to engage in market-making activities
with respect to the particular shares of common stock being distributed for a
period of up to five business days prior to the commencement of the
distribution. This may affect the marketability of the shares of common stock
and the ability of any person or entity to engage in market-making activities
with respect to the shares of common stock.

                                 LEGAL MATTERS

         The validity of the shares of our common stock offered by this reoffer
prospectus will be passed upon for Tellium by Fried, Frank, Harris, Shriver &
Jacobson (a partnership including professional corporations), Washington, D.C.

                                    EXPERTS

     The financial statements and the related financial statement schedule as of
December 31, 2000 and 1999, and for the years then ended, incorporated by
reference in this reoffer prospectus, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports,

                                       23
which are incorporated by reference herein, and have been so incorporated in
reliance upon the reports of Deloitte & Touche LLP given upon their authority as
experts in accounting and auditing.

     The financial statements and schedule for the year ended December 31, 1998
appearing in Tellium, Inc.'s Registration Statement (No. 333-46362) on Form S-1
and incorporated by reference in the prospectus under Rule 462(b) filed on May
17, 2001 with the Securities and Exchange Commission, have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such financial statements and
schedule are incorporated herein in reliance upon the reports of Ernst & Young
LLP pertaining to such financial statements and schedule given on the authority
of such firm as experts in accounting and auditing.

     The audited financial statements for Astarte Fiber Networks, Inc. as of and
for the years ended December 31, 1998 and December 31, 1999, incorporated by
reference in this reoffer prospectus, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report incorporated by
reference herein, and are incorporated by reference herein in reliance upon the
authority of Arthur Andersen LLP as experts in accounting and auditing in giving
said reports.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

         We file annual, quarterly and special reports and other information
with the SEC. You can read and copy any document filed by us at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may request copies of these documents, upon payment
of a duplicating fee, by writing the SEC at this address. Please call the SEC at
1-800-SEC-0330 for further information on the operation of its public reference
room.

         Our SEC filings are also available on the SEC's website at www.sec.gov.
We have filed with the SEC a registration statement on Form S-8, of which this
reoffer prospectus is a part, under the Securities Act of 1933 with respect to
the securities being offered. This reoffer prospectus does not contain all of
the information set forth in the registration statement. We have omitted
information as permitted by the rules and regulations of the SEC. Statements
contained in this reoffer prospectus as to the contents of any contract or other
document are not necessarily complete, and in each instance we refer you to the
copy of the contract or other document filed as an exhibit to the registration
statement. Each statement made in this reoffer prospectus is qualified in all
respects by the contents of the exhibits and schedules to the registration
statement.

                           INCORPORATION BY REFERENCE

         The SEC allows us to "incorporate by reference" information from other
documents that we file with it, which means that we can disclose important
information by referring you to those documents. The information incorporated by
reference is an important part of this reoffer prospectus, and information that
we file later with the SEC will automatically

                                       24
update and supersede this information. We incorporate by reference the following
documents that have been filed with the SEC:

         o        Current Report on Form 8-K filed on October 25, 2001;

         o        Quarterly Report on Form 10-Q for the quarter ended September
                  30, 2001;

         o        Quarterly Report on Form 10-Q for the quarter ended June 30,
                  2001;

         o        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;

         o        Registration Statement on Form 8-A, filed on May 11, 2001,
                  under Section 12 of the Securities Exchange Act of 1934; and

         o        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.

                                 INDEMNIFICATION

      Our amended and restated certificate of incorporation provides for us to
indemnify our directors and officers to the fullest extent authorized by
Delaware law. This indemnification would cover all expenses and liabilities
reasonably incurred in connection with their services for or on behalf of us. In
addition, our amended and restated certificate of incorporation provides that
our directors will not be personally liable for monetary damages to us for
breaches of their fiduciary duty as directors, unless they violated their duty
of loyalty to us or our stockholders, acted in bad faith, knowingly or
intentionally violated the law, authorized illegal dividends or redemptions or
derived an improper personal benefit from their action as directors.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted under our amended and restated certificate of
incorporation or otherwise to our

                                       25
directors, officers or controlling persons of Tellium, we have 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 us of expenses incurred or paid by a
director, officer or controlling person of Tellium 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, we will,
unless in the opinion of our 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.

                                       26
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:

         o        Current Report on Form 8-K filed on October 25, 2001;

         o        Quarterly Report on Form 10-Q for the quarter ended September
                  30, 2001;

         o        Quarterly Report on Form 10-Q for the quarter ended June 30,
                  2001;

         o        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;

         o        Registration Statement on Form 8-A, filed on May 11, 2001,
                  under Section 12 of the Securities Exchange Act of 1934; and

         o        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.

                                       II-1
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.

         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.

                                       II-2
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         The shares to be offered and sold under the reoffer prospectus were
initially issued by Tellium in transactions deemed exempt from registration
under the Securities Act in reliance on either (1) Rule 701 promulgated under
the Securities Act as offers and sales of securities pursuant to an employee
benefit plan or contract relating to compensation, (2) Section 4(2) of the
Securities Act as transactions by an issuer not involving any public offering,
or (3) Rule 504 or Rule 506 under Regulation D of the Securities Act.

ITEM 8. EXHIBITS.

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

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

4.1      Special 2001 Stock Incentive Plan.

4.2      Form of Special 2001 Stock Incentive Plan Option Agreement.

4.4      Form of Restricted Stock Agreement for Employees, filed as Exhibit
         10.12 to Tellium's Registration Statement (File No. 333-46362) on Form
         S-1.*

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-3
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.

                                       II-4
(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-5
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 November 14, 2001.

                                  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 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-6
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                       November 14, 2001
-----------------------------------         Chairman of the Board of Directors
Harry J. Carr                               (Principal Executive Officer)

   /s/ William Proetta                      President and Chief Operating Officer             November 14, 2001
-----------------------------------
William Proetta

   /s/ William B. Bunting                   Director                                          November 14, 2001
-----------------------------------
William B. Bunting

   /s/ Michael M. Connors                   Director                                          November 14, 2001
-----------------------------------
Michael M. Connors

   /s/ Jeffrey A. Feldman                   Director                                          November 14, 2001
-----------------------------------
Jeffrey A. Feldman

   /s/ Edward F. Glassmeyer                 Director                                          November 14, 2001
-----------------------------------
Edward F. Glassmeyer

   /s/ William A. Roper                     Director                                          November 14, 2001
-----------------------------------
William A. Roper
II-7
/s/ Richard C. Smith                     Director                                          November 14, 2001
-----------------------------------
Richard C. Smith

   /s/ Michael J. Losch                     Chief Financial Officer (Principal                November 14, 2001
-----------------------------------         Financial and Accounting Officer)
Michael J. Losch
II-8
EXHIBIT INDEX

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

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

4.1      Special 2001 Stock Incentive Plan.

4.2      Form of Special 2001 Stock Incentive Plan Option Agreement.

4.5      Form of Restricted Stock Agreement for Employees, filed as Exhibit
         10.12 to Tellium's Registration Statement (File No. 333-46362) on Form
         S-1.*

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