<PAGE>

As filed with the Securities and Exchange Commission on September 11, 2001
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            STRATOS LIGHTWAVE, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                36-4360035
      (State of Incorporation)                   (I.R.S. Employer
                                              Identification Number)

                7444 West Wilson Avenue, Chicago, Illinois 60706
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

                  Stratos Lightwave, Inc. 401 (k) Savings Plan
                            (Full Title of the Plan)

                               James W. McGinley
                                   President
                            Stratos Lightwave, Inc.
                            7444 West Wilson Avenue
                            Chicago, Illinois 60706
                                 (708) 867-9600
           (Name, Address, and Telephone Number of Agent For Service)

                                   Copies to:
                              James W. Ashley, Jr.
                             Lord, Bissell & Brook
                            115 South LaSalle Street
                            Chicago, Illinois 60603
                                 (312) 443-0700

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                                CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
     Title of Securities             Amount to be              Proposed maximum           Proposed maximum         Amount of
      To Be Registered                Registered           offering price per share   aggregate offering price  registration fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                         <C>                        <C>                       <C>
Common Stock, $0.01 par value        165,000 (1)                   $5.65 (2)                  $932,250           $233.06
--------------------------------------------------------------------------------------------------------------------------------
Plan interests related to       An indeterminate amount
 the Stratos Lightwave, Inc.     of plan interests (3)
 401(k) Savings Plan
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Based on an estimate of the number of shares that will be purchased pursuant
    to the Stratos Lightwave 401(k) Savings Plan.  Also includes additional
    shares of common stock necessary to adjust the number of shares reserved for
    issuance pursuant to the Plan as a result of any future stock split, stock
    dividend or similar adjustment of the outstanding common stock pursuant to
    Rule 416(a) of the Securities Act of 1933.
(2) Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933
    solely for the purpose of calculating the registration fee and based on the
    average of the high and low prices of the common stock as reported on the
    Nasdaq National Market on September 7, 2001.
(3) Pursuant to Rule 416(c) of the Securities Act of 1933, this Registration
    Statement covers an indeterminate amount of plan interests to be offered or
    sold pursuant to the Stratos Lightwave, Inc. 401(k) Savings Plan.
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The Registrant and the Stratos Lightwave, Inc. 401 (k) Savings Plan (the
"Plan") hereby incorporate by reference into this registration statement the
documents listed below which have previously been filed with the Securities and
Exchange Commission (the "Commission"):

     1.   The Registrant's Annual Report on Form 10-K for the fiscal year ended
          April 30, 2001; and

     2.   The description of the shares of the Registrant's common stock, $0.01
          par value per share, contained in the Registrant's Forms 8-A filed on
          June 22, 2000 and March 28, 2001, including any amendment or report
          filed for the purpose of updating such descriptions.

     In addition, each document or report subsequently filed by the Registrant
and the Plan with the Commission pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date of this registration statement, but prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered by this registration statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement.  Each document or
report incorporated into this registration statement by reference shall be
deemed to be a part of this registration statement from the date of the filing
of such document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this registration statement or by any subsequently filed
amendment to this registration statement.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

     Section 145 of the Delaware General Corporation Law permits indemnification
of officers, directors and other corporate agents under certain circumstances
and subject to certain limitations.  The Registrant's certificate of
incorporation and bylaws provide that the Registrant shall indemnify its
directors, officers, employees and agents to the full extent permitted by
Delaware General Corporation Law, including in circumstances in which
indemnification is otherwise discretionary under Delaware law.  In addition, the
Registrant has entered into separate indemnification agreements with its
directors and officers which would require the Registrant, among other things,
to indemnify them against certain liabilities which may arise by reason of their
status or service (other than liabilities arising from willful misconduct of a
culpable nature).  The Registrant also maintains director and officer liability
insurance.  These indemnification provisions and the indemnification agreements
may be sufficiently broad to permit indemnification of the Registrant's officers
and directors for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
See also related undertakings in Item 9 below.
<PAGE>

Item 8.   Exhibits.
          --------

4.1       Restated Certificate of Incorporation dated June 5, 2000 (incorporated
          by reference to Exhibit 3.2 to the Registrant's Registration Statement
          on Form S-1, Registration No. 333-34864).

4.2       By-laws (incorporated by reference to Exhibit 3.3 to the Registrant's
          Registration Statement on Form S-1, Registration No. 333-34864).

4.3       Stratos Lightwave, Inc. 401 (k) Savings Plan (filed herewith).

23.1      Consent of Ernst & Young LLP, independent auditors (filed herewith).

24.1      Power of Attorney (included on signature page).

          The undersigned Registrant hereby undertakes to submit the Plan, and
any amendment thereto, to the Internal Revenue Service ("IRS") in a timely
manner and to make all changes required by the IRS in order to qualify the Plan
under Section 401 of the Internal Revenue Code.

Item 9.   Undertakings.
          ------------

     The undersigned Registrant hereby undertakes:

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

     (b)  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.

     (c)  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.

     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 and 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.
<PAGE>

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act 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, the Registrant 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 Act and will be governed by the final adjudication of
such issue.
<PAGE>

                                   SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant 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 Chicago, State of Illinois, on August 28, 2001.

                              STRATOS LIGHTWAVE, INC.


                              By: /s/ James W. McGinley
                                  ----------------------------------------------
                              Name:   James W. McGinley
                              Its:    President and Chief Executive Officer

     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on August 28, 2001.

                              STRATOS LIGHTWAVE, INC. 401 (k) SAVINGS PLAN

                              By: /s/ David A. Slack
                                  ---------------------------------------------
                              Name:   David A. Slack
                              Its:    Plan Administrative Committee Member


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James W. McGinley and David A. Slack and
each of them with power to act without the other, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments and supplements to this Registration
Statement, and to file the same, or cause to be filed the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power 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 or she might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

NAME AND CAPACITY                                                      DATE
-----------------                                                      ----
<S>                                                                    <C>

/s/ James W. McGinley                                                  August 28, 2001
----------------------------------------------------
James W. McGinley
President and Chief Executive Officer (Principal
Executive Officer); Director

/s/ David A. Slack                                                     August 28, 2001
----------------------------------------------------
David A. Slack
Chief Financial Officer (Principal Financial and
Accounting Officer)

/s/ Michael P. Glavin                                                  August 28, 2001
----------------------------------------------------
Michael P. Galvin
Director

/s/ Brian J. Jackman                                                   August 28, 2001
----------------------------------------------------
Brian J. Jackman
Director

/s/ C. Daniel Nelsen                                                   August 28, 2001
----------------------------------------------------
C. Daniel Nelsen
Director

/s/ Edward J. O'Connell                                                August 28, 2001
----------------------------------------------------
Edward J. O'Connell
Director

</TABLE>
<PAGE>

                               INDEX TO EXHIBITS

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

4.1       Restated Certificate of Incorporation dated June 5, 2000 (incorporated
          herein by reference to Exhibit 3.2 to the Registrant's Registration
          Statement on Form S-1, Registration No. 333-34864)

4.2       By-laws (incorporated herein by reference to Exhibit 3.3 to the
          Registrant's Registration Statement on Form S-1, Registration No. 333-
          34864)

4.3       Stratos Lightwave, Inc. 401 (k) Savings Plan (filed herewith)

23.1      Consent of Ernst & Young LLP, independent auditors (filed herewith)

24.1      Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17206}]
{"company-data": {"conformed-name": "STRATOS LIGHTWAVE INC", "cik": "0001111721", "assigned-sic": "3674", "irs-number": "364360035", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69284", "film-number": "1735753"}, "business-address": {"street1": "7444 WEST WILSON AVENUE", "city": "CHICAGO", "state": "IL", "zip": "60656", "phone": "7088679600"}}
As filed with the Securities and Exchange Commission on September 11, 2001
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            STRATOS LIGHTWAVE, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                36-4360035
      (State of Incorporation)                   (I.R.S. Employer
                                              Identification Number)

                7444 West Wilson Avenue, Chicago, Illinois 60706
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

                  Stratos Lightwave, Inc. 401 (k) Savings Plan
                            (Full Title of the Plan)

                               James W. McGinley
                                   President
                            Stratos Lightwave, Inc.
                            7444 West Wilson Avenue
                            Chicago, Illinois 60706
                                 (708) 867-9600
           (Name, Address, and Telephone Number of Agent For Service)

                                   Copies to:
                              James W. Ashley, Jr.
                             Lord, Bissell & Brook
                            115 South LaSalle Street
                            Chicago, Illinois 60603
                                 (312) 443-0700
--------------------------------------------------------------------------------------------------------------------------------
                                                CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
     Title of Securities             Amount to be              Proposed maximum           Proposed maximum         Amount of
      To Be Registered                Registered           offering price per share   aggregate offering price  registration fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value        165,000 (1)                   $5.65 (2)                  $932,250           $233.06
--------------------------------------------------------------------------------------------------------------------------------
Plan interests related to       An indeterminate amount
 the Stratos Lightwave, Inc.     of plan interests (3)
 401(k) Savings Plan
--------------------------------------------------------------------------------------------------------------------------------
(1) Based on an estimate of the number of shares that will be purchased pursuant
    to the Stratos Lightwave 401(k) Savings Plan.  Also includes additional
    shares of common stock necessary to adjust the number of shares reserved for
    issuance pursuant to the Plan as a result of any future stock split, stock
    dividend or similar adjustment of the outstanding common stock pursuant to
    Rule 416(a) of the Securities Act of 1933.
(2) Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933
    solely for the purpose of calculating the registration fee and based on the
    average of the high and low prices of the common stock as reported on the
    Nasdaq National Market on September 7, 2001.
(3) Pursuant to Rule 416(c) of the Securities Act of 1933, this Registration
    Statement covers an indeterminate amount of plan interests to be offered or
    sold pursuant to the Stratos Lightwave, Inc. 401(k) Savings Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The Registrant and the Stratos Lightwave, Inc. 401 (k) Savings Plan (the
"Plan") hereby incorporate by reference into this registration statement the
documents listed below which have previously been filed with the Securities and
Exchange Commission (the "Commission"):

     1.   The Registrant's Annual Report on Form 10-K for the fiscal year ended
          April 30, 2001; and

     2.   The description of the shares of the Registrant's common stock, $0.01
          par value per share, contained in the Registrant's Forms 8-A filed on
          June 22, 2000 and March 28, 2001, including any amendment or report
          filed for the purpose of updating such descriptions.

     In addition, each document or report subsequently filed by the Registrant
and the Plan with the Commission pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date of this registration statement, but prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered by this registration statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement.  Each document or
report incorporated into this registration statement by reference shall be
deemed to be a part of this registration statement from the date of the filing
of such document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this registration statement or by any subsequently filed
amendment to this registration statement.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

     Section 145 of the Delaware General Corporation Law permits indemnification
of officers, directors and other corporate agents under certain circumstances
and subject to certain limitations.  The Registrant's certificate of
incorporation and bylaws provide that the Registrant shall indemnify its
directors, officers, employees and agents to the full extent permitted by
Delaware General Corporation Law, including in circumstances in which
indemnification is otherwise discretionary under Delaware law.  In addition, the
Registrant has entered into separate indemnification agreements with its
directors and officers which would require the Registrant, among other things,
to indemnify them against certain liabilities which may arise by reason of their
status or service (other than liabilities arising from willful misconduct of a
culpable nature).  The Registrant also maintains director and officer liability
insurance.  These indemnification provisions and the indemnification agreements
may be sufficiently broad to permit indemnification of the Registrant's officers
and directors for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
See also related undertakings in Item 9 below.
Item 8.   Exhibits.
          --------

4.1       Restated Certificate of Incorporation dated June 5, 2000 (incorporated
          by reference to Exhibit 3.2 to the Registrant's Registration Statement
          on Form S-1, Registration No. 333-34864).

4.2       By-laws (incorporated by reference to Exhibit 3.3 to the Registrant's
          Registration Statement on Form S-1, Registration No. 333-34864).

4.3       Stratos Lightwave, Inc. 401 (k) Savings Plan (filed herewith).

23.1      Consent of Ernst & Young LLP, independent auditors (filed herewith).

24.1      Power of Attorney (included on signature page).

          The undersigned Registrant hereby undertakes to submit the Plan, and
any amendment thereto, to the Internal Revenue Service ("IRS") in a timely
manner and to make all changes required by the IRS in order to qualify the Plan
under Section 401 of the Internal Revenue Code.

Item 9.   Undertakings.
          ------------

     The undersigned Registrant hereby undertakes:

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

     (b)  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.

     (c)  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.

     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 and 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act 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, the Registrant 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant 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 Chicago, State of Illinois, on August 28, 2001.

                              STRATOS LIGHTWAVE, INC.

                              By: /s/ James W. McGinley
                                  ----------------------------------------------
                              Name:   James W. McGinley
                              Its:    President and Chief Executive Officer

     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on August 28, 2001.

                              STRATOS LIGHTWAVE, INC. 401 (k) SAVINGS PLAN

                              By: /s/ David A. Slack
                                  ---------------------------------------------
                              Name:   David A. Slack
                              Its:    Plan Administrative Committee Member

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James W. McGinley and David A. Slack and
each of them with power to act without the other, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments and supplements to this Registration
Statement, and to file the same, or cause to be filed the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power 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 or she might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME AND CAPACITY                                                      DATE
-----------------                                                      ----
/s/ James W. McGinley                                                  August 28, 2001
----------------------------------------------------
James W. McGinley
President and Chief Executive Officer (Principal
Executive Officer); Director

/s/ David A. Slack                                                     August 28, 2001
----------------------------------------------------
David A. Slack
Chief Financial Officer (Principal Financial and
Accounting Officer)

/s/ Michael P. Glavin                                                  August 28, 2001
----------------------------------------------------
Michael P. Galvin
Director

/s/ Brian J. Jackman                                                   August 28, 2001
----------------------------------------------------
Brian J. Jackman
Director

/s/ C. Daniel Nelsen                                                   August 28, 2001
----------------------------------------------------
C. Daniel Nelsen
Director

/s/ Edward J. O'Connell                                                August 28, 2001
----------------------------------------------------
Edward J. O'Connell
Director
INDEX TO EXHIBITS

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

4.1       Restated Certificate of Incorporation dated June 5, 2000 (incorporated
          herein by reference to Exhibit 3.2 to the Registrant's Registration
          Statement on Form S-1, Registration No. 333-34864)

4.2       By-laws (incorporated herein by reference to Exhibit 3.3 to the
          Registrant's Registration Statement on Form S-1, Registration No. 333-
          34864)

4.3       Stratos Lightwave, Inc. 401 (k) Savings Plan (filed herewith)

23.1      Consent of Ernst & Young LLP, independent auditors (filed herewith)

24.1      Power of Attorney (included on signature page)