<PAGE>   1
      As filed with the Securities and Exchange Commission on May 14, 1997

                                                  Registration No. 333-_________

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

                               CIENA CORPORATION
           -----------------------------------------------------
           (Exact name of registrant as specified in its charter)
<TABLE>
     <S>                                                          <C>
                 DELAWARE                                                     23-2725311              
    ----------------------------------                           -------------------------------------
       (State or other jurisdiction                               (I.R.S. employer identification no.)
     of incorporation or organization)
</TABLE>

                            920 ELKRIDGE LANDING ROAD
                              LINTHICUM, MD  21090
                    ----------------------------------------
                    (Address of principal executive offices)

                     CIENA CORPORATION AMENDED AND RESTATED
                        1994 EMPLOYEE STOCK OPTION PLAN
                    CIENA CORPORATION 1996 OUTSIDE DIRECTORS
                               STOCK OPTION PLAN
                 ----------------------------------------------
                            (Full title of the plan)

                               G. ERIC GEORGATOS
                        VICE PRESIDENT, GENERAL COUNSEL
                                 AND SECRETARY
                               CIENA CORPORATION
                           920 ELKRIDGE LANDING ROAD      
                               LINTHICUM, MD  21090
                                 (410) 865-8500
--------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                               MICHAEL J. SILVER
                             HOGAN & HARTSON L.L.P.
                            111 SOUTH CALVERT STREET
                               BALTIMORE, MD 21202
                                 (410) 659-2700

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================================
                                                          Proposed                  Proposed
 Title of securities            Amount to be          maximum offering         maximum aggregate            Amount of
   to be registered              registered          price per share (1)       offering price (1)      registration fee (1)
-----------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                      <C>                      <C>
COMMON STOCK, PAR VALUE        (a) 12,613,955       $(a) 3.0669              $(a)  38,685,738.59      $(a) 11,722.95
         $.01                  (b)  8,186,045       $(b) 32.875              $(b) 269,116,229.38      $(b) 81,550.37
                                                                                                      Total: $93,273.32
=============================================================================================================================
</TABLE>

(1)      Estimated pursuant to Rule 457(c) and (h) solely for purposes of
calculating the amount of the registration fee, based on (a) the weighted
average option exercise price of $3.0669 per share for the 12,613,955 shares
issuable upon exercise of currently outstanding options and (b) the average of
the high and low prices per share of CIENA Corporation Common Stock, par value
$.01 per share, on May 7, 1997, as reported on the Nasdaq National Market with
respect to the other 8,186,045 shares otherwise issuable under the plans
listed above.
<PAGE>   2





                               CIENA CORPORATION

                             SHARES OF COMMON STOCK
                            PAR VALUE $.01 PER SHARE

                         ------------------------------

                            OFFERED PURSUANT TO THE

                               CIENA CORPORATION
              AMENDED AND RESTATED 1994 EMPLOYEE STOCK OPTION PLAN
                    1996 OUTSIDE DIRECTORS STOCK OPTION PLAN

                         ------------------------------

         This Prospectus covers an aggregate of 20,800,000 shares of common
stock, par value $.01 per share (the "Common Stock"), of CIENA Corporation, a
Delaware corporation ("the "Company") which are issuable or have been issued
upon exercise of stock options granted under the Amended and Restated 1994
Employee Stock Option Plan (the "Employee Plan") and the 1996 Outside Directors
Stock Option Plan (the "Directors Plan," and, together with the Employee Plan,
the "Plans").  This Prospectus also covers the resale of (i) the Common Stock
issuable upon exercise of such options and (ii) the restricted Common Stock
previously issued upon the exercise of options granted pursuant to the Plans.
See "General Information."

                         ------------------------------


         NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED HEREIN, IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR IN THE PLANS SINCE THE DATE
HEREOF, OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

                         ------------------------------

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION
                  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                     PROSPECTUS.  ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.

                         ------------------------------

                  The date of this Prospectus is May 14, 1997
<PAGE>   3
                              GENERAL INFORMATION

         THIS DOCUMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT").  The Prospectus does not contain all of the information set
forth in the registration statement filed with the Securities and Exchange
Commission (the "Commission") for registration of such securities (the
"Registration Statement"), certain portions of which have been omitted in
accordance with the rules and regulations of the Commission.  The information
omitted may be obtained from the Commission's Public Reference Room upon
payment of prescribed fees or by accessing the Commission's World Wide Web site
at http://www.sec.gov.  The Company undertakes to provide without charge to
each person to whom a copy of this Prospectus is delivered, upon written or
oral request of such person, a copy of any or all documents or parts thereof
containing information incorporated by reference in Item 3 of Part II of the
Registration Statement, other than the exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents), which
documents are incorporated by reference in this Prospectus.  Such requests
should be directed to CIENA Corporation, Attention:  Eric Georgatos.  The
Company's telephone number is (301) 317-5800.  Additional copies of this
Prospectus also may be obtained upon request at such address or telephone
number.

         This Prospectus covers (i) the sale of shares of Common Stock (the
"Shares") issuable by the Company upon exercise of options granted under the
Plans, (ii) the resale of shares held by affiliates and (iii) the resale of
restricted shares held by affiliates and non-affiliates ("Restricted Shares").
Such shares may be treasury shares or authorized but unissued shares.  Each
option and Restricted Share will be evidenced by a written agreement (an
"Option Agreement") specifying, among other things, the times during which, and
the terms and conditions upon which, the option may be exercised.

         The Employee Plan was adopted by the Board of Directors of the Company
(the "Board") by resolution on August 16, 1994 and was duly approved by the
stockholders of the Company.  The Employee Plan became effective on August 15,
1994.  The Directors Plan was adopted by the Board by resolution on June 21,
1996 and became effective on that date.  Except with respect to options then
outstanding, the Plans will expire on the date as of which the Board, in its
sole discretion, determines that the Plans shall terminate.  The Board may
modify the Plans in any respect but must obtain stockholder approval for
certain modifications.

         Option holders ("Optionees") and stockholders who are affiliates of
the Company may sell the Common Stock acquired under this Prospectus only
pursuant to a registration statement and prospectus or pursuant to an available
exemption from the registration requirements of the Securities Act.  An
"affiliate" is a person who directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Company.  Persons who are affiliates of the Company should consult both
their own and the Company's counsel if they wish to resell shares acquired
under this Prospectus.  Shareholders who acquired Restricted Shares through the
exercise of options or through a restricted stock award may resell the shares
pursuant to this Registration Statement by means of the reoffer prospectus
which is included as part of this Registration Statement.  However, until such
time as the Company meets the registrant requirements of Form S-3, the amount
of securities to be reoffered or resold by means of the reoffer prospectus by
any person (and any other person with whom he or she is acting in concert for
the purpose of selling securities of the Company) may not exceed, during any
three month period, the amount specified in Rule 144(E) of the Securities Act
of 1933.  Optionees who are not affiliates of the Company may sell shares
acquired under this Prospectus without regard to these restrictions.

         In addition, Optionees who are officers or directors of the Company or
beneficial owners of more than 10% of the Common Stock are advised to consult
their counsel as to the applicability of Section 16 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), to their transactions under the
Plans.  Section 16 requires persons subject to its provisions to file reports





                                      -2-
<PAGE>   4
with the Commission of their transactions in the Company's equity securities.
Moreover, persons subject to Section 16 may be required to turn over to the
Company any profits realized upon a purchase and sale of the Company's equity
securities within a period of less than six months.

        THE SUMMARIES HEREIN OF THE PLANS DO NOT PURPORT TO BE COMPLETE, AND
REFERENCE IS MADE TO THE PLANS (COPIES OF WHICH ARE FILED AS EXHIBITS TO THE
REGISTRATION STATEMENT AND ARE INCORPORATED HEREIN BY REFERENCE) FOR A FULL AND
COMPLETE STATEMENT OF THE TERMS AND PROVISIONS THEREOF.  Copies of the Plans
are available from the Company upon request and will be separately sent or
given to participants in the Plans, as specified by Rule 428(b)(1) of the  
Securities Act.  Each Optionee should refer to the Plans and his or her
particular Option Agreement for information concerning the specific terms and
conditions of his or her option.

         The principal executive offices of the Company are located at 8530
Corridor Road, Savage, MD 20763.  Its telephone number is (301) 317-5800.





                                      -3-
<PAGE>   5
                                  RISK FACTORS

         This Prospectus should be read in conjunction with the risk factors
contained in the Company's Form 8-K filed with the Commission on February 19,
1997, as modified by those risk factors contained in subsequent periodic
reports filed with the Commission.





                                      -4-
<PAGE>   6

                              SUMMARY DESCRIPTIONS
                                     OF THE
                               CIENA CORPORATION
              AMENDED AND RESTATED 1994 EMPLOYEE STOCK OPTION PLAN
                                    AND THE
                    1996 OUTSIDE DIRECTORS STOCK OPTION PLAN

         THE QUESTIONS AND ANSWERS SET FORTH BELOW HAVE BEEN PREPARED TO
PROVIDE YOU WITH A BRIEF DESCRIPTION OF THE PLANS IN AN EASY-TO-READ FORMAT.
FOR A DETAILED DESCRIPTION OF YOUR STOCK OPTION BENEFITS, PLEASE REFER TO YOUR
OPTION AGREEMENT AND THE PLANS.  THESE SUMMARY DESCRIPTIONS OF THE PLANS
CONSTITUTE PART OF THE PROSPECTUS COVERING THE SHARES OF THE COMMON STOCK THAT
HAVE BEEN REGISTERED PURSUANT TO THE SECURITIES ACT.

QUESTION:      WHAT IS AN OPTION?

ANSWER:        An option is a right to buy securities, such as shares of common
               stock, subject to terms and conditions specified in an
               underlying agreement.  Stock options can be granted pursuant to
               a stand-alone agreement or, as in this case, under a stock
               option plan.

QUESTION:      HOW LONG MAY OPTIONS BE GRANTED UNDER THE PLANS?

ANSWER:        Options may be granted under the Plans until the Board
               terminates the Plans or any of the following "transfer of
               control" events occur:  (i) the Company's dissolution or
               liquidation, (ii) a merger, consolidation, or reorganization
               with one or more other entities in which the stockholders of the
               Company do not retain at least a majority of the beneficial
               interest in the surviving corporation, (iii) a sale of all or
               substantially all of the assets of the Company to another
               entity, or (iv) the direct or indirect sale or exchange of all
               or substantially all of the capital stock of the Company to
               another entity in which the stockholders of the Company do not
               hold at least a majority of the beneficial interest in such
               entity's voting stock.

QUESTION:      WILL A CHANGE IN CONTROL OF THE COMPANY AFFECT MY OPTION?

ANSWER:        Thirty days prior to the proposed effective date of any transfer
               of control, each Optionee under a stock option agreement
               outstanding for 335 days or more shall be credited, as of the
               proposed effective date of the transfer of control, and if still
               employed by the Company on that date, with 100% of such shares,
               for purposes of determining the percentage of shares which shall
               be immediately exercisable and/or fully vested under each Option
               Agreement.  Furthermore, in the event of a transfer of control,
               the surviving or acquiring corporation shall either assume the
               Company's rights and obligations under outstanding Option
               Agreements or substitute options of the surviving or acquiring
               corporation for such outstanding options.  In the event the
               surviving or acquiring corporation elects not to assume or
               substitute for such outstanding options in connection with the
               transfer of control, any unexercisable and/or unvested shares
               subject to such outstanding stock option agreements shall be





                                      -5-
<PAGE>   7
               immediately exercisable and fully vested as of the date 30 days
               prior to the proposed effective date of the transfer of control.

QUESTION:      WILL A CHANGE IN CAPITALIZATION OF THE COMPANY AFFECT MY OPTION?

ANSWER:        If the number of outstanding shares of Common Stock is increased
               or decreased or changed into or exchanged for a different number
               or kind of shares or other securities of the Company by reason
               of any recapitalization, reclassification, stock split-up,
               combination of shares, exchange of shares, stock dividend or
               other distribution payable in capital stock, or other increase
               or decrease in such shares effected without receipt of
               consideration by the Company, a proportionate and appropriate
               adjustment shall be made by the Company in the number and class
               of shares of Common Stock subject to the Plans, and to any
               outstanding options and their exercise price.  In the event a
               majority of the shares which are of the same class as the shares
               that are subject to outstanding options are exchanged for,
               converted into, or otherwise become (whether or not pursuant to
               a transfer of control) shares of another corporation, the
               Company may unilaterally amend the outstanding options to
               provide that such options are exercisable for shares in the
               other corporation.  In the event of any such amendment, the
               number of shares and the exercise price will be adjusted in a
               fair and equitable manner.

QUESTION:      AM I ENTITLED TO EXERCISE ANY OF THE STOCK OWNERSHIP RIGHTS FOR
               COMMON STOCK PRIOR TO EXERCISING MY OPTION?

ANSWER:        You will have no dividend, voting or other stockholder rights
               with respect to any Common Stock issuable pursuant to your
               options until you exercise an option, in whole or in part.

QUESTION:      CAN MY OPTION BE AMENDED WITHOUT MY CONSENT?

ANSWER:        No.

QUESTION:      ARE THE SHARES OF COMMON STOCK ISSUABLE UNDER THE PLANS
               REGISTERED WITH THE COMMISSION?

ANSWER:        All shares of Common Stock currently issuable under the Plans
               have been registered with the Commission on a Form S-8
               Registration Statement (the "Registration Statement").

QUESTION:      DOES THE REGISTRATION STATEMENT CONTAIN ANY INFORMATION ABOUT
               THE PLANS AND THE COMPANY'S OPERATIONS AND FINANCIAL CONDITION?

ANSWER:        Part I of the Registration Statement includes this reoffer
               Prospectus and incorporates by reference the Company's final
               prospectus with respect to the Company's initial public offering
               of the Common Stock, dated February 7, 1997, and filed with the
               Commission under the Securities Act, and all reports since
               filed, and to be filed, with the Commission.  Such information
               also is incorporated by reference in and constitutes part of
               this summary description and the Prospectus of which this
               summary description is a part.  The Registration Statement
               contains some disclosure which is not incorporated into this
               summary description, but which may be obtained from the
               Commission's Public Reference Room upon payment of prescribed
               fees or by accessing the Commission's World Wide Web site at
               http://www.sec.gov.





                                      -6-
<PAGE>   8
QUESTION:      HOW CAN I OBTAIN THE INFORMATION INCORPORATED BY REFERENCE INTO
               THE REGISTRATION STATEMENT, AND ANY OTHER RELEVANT INFORMATION?

ANSWER:        The Company undertakes to provide to you and all other
               participating employees, without charge, upon written or oral
               request, a copy of any document or any part of such a document
               containing information incorporated by reference in the
               Registration Statement.  In addition, this summary description
               is accompanied by a copy of the Company's final prospectus dated
               February 7, 1997, which contains audited financial information
               for the Company's latest fiscal year.  Requests for information
               should be directed to Eric Georgatos, 8530 Corridor Road,
               Savage, MD 20763 (telephone number: (301) 317-5800).

QUESTION:      WHEN AND HOW IS THE EXERCISE PRICE OF AN OPTION DETERMINED?

ANSWER:        The exercise price is fixed by the Committee and stated in each
               Option Agreement.  In the case of an incentive stock option, the
               exercise price per share of Common Stock may not be less than
               the fair market value of the Common Stock on the date the option
               is granted (as determined in good faith by the Committee).  In
               the case of certain 10% stockholders, the exercise price
               applicable to an incentive stock option may not be less than
               110% of the fair market value of the Common Stock on the date
               the option is granted.  Options will qualify as incentive stock
               options only to the extent that the aggregate fair market value
               of the Common Stock covered by incentive stock options that
               become exercisable for the first time by any Optionee during any
               calendar year does not exceed $100,000.  In the case of a
               non-incentive stock option, the exercise price per share may not
               be less than 85% of the fair market value of the Common Stock on
               the date the option is granted (as determined in good faith by
               the Committee).

QUESTION:      HOW IS FAIR MARKET VALUE DETERMINED?

ANSWER:        If the Common Stock continues to be quoted on the Nasdaq
               National Market (or is listed on an established national or
               regional stock exchange, or is publicly traded on an established
               securities market), the fair market value will be the closing
               price of the Common Stock in that market (or the highest such
               price if there is more than one such market) on the trading day
               immediately preceding the Grant Date (as defined below) or other
               determination date.  If there is no such closing price, then the
               fair market value will be the mean between the highest bid and
               lowest asked prices, or between the high and low sale prices on
               such date, or, if no sale of the Common Stock has been made on
               such day, on the next preceding day on which any such sale is
               made.  If the Common Stock is not so quoted, listed or traded,
               the fair market value of the Common Stock will be determined in
               good faith by the Board.  "Grant Date" means the later of (i)
               the date as of which the Committee approves the grant and (ii)
               the date as of which the Optionee enters the relationship with
               the Company resulting in his or her being eligible for grants.

QUESTION:      HOW DO I EXERCISE MY OPTION?

ANSWER:        You may exercise your option, in whole or in part, by delivery
               of a written notice to the Committee which specifies the number
               of shares for which the option is being exercised and which is
               accompanied by payment in full of the applicable exercise price.





                                      -7-
<PAGE>   9
QUESTION:      WHAT ARE THE PERMISSIBLE METHODS OF PAYMENT OF THE AGGREGATE
               EXERCISE PRICE?

ANSWER:        Under the Employee Plan, the permissible methods of payment are:
               (i) cash, a check payable to the Company, or a cash equivalent,
               (ii) tender to the Company of shares of Common Stock having a
               fair market value on the date of exercise equal to the aggregate
               exercise price, or (iii) a recourse promissory note in a form
               approved by the Company, (iv) the assignment of the proceeds of
               a sale of some or all of the shares being acquired upon the
               exercise of the option, or (v) some combination of the
               foregoing.  Under the Directors Plan, the  permissible methods
               of payment are: (i) cash, or check payable to the Company, or
               cash equivalent, (ii) tender to the Company of shares of Common
               Stock having a fair market value equal to the aggregate exercise
               price, (iii) by the assignment of the proceeds of a sale or loan
               with respect to some or all of the shares being acquired upon
               exercise of the option or (iv) any combination of the foregoing.

QUESTION:      WHO WILL ISSUE THE SHARES OF COMMON STOCK UPON EXERCISE OF THE
               OPTION?

ANSWER:        The shares will be issued directly by the Company's transfer
               agent and registrar, The First National Bank of Boston, upon the
               written instruction of the Company.

QUESTION:      ARE THERE ANY RESTRICTIONS ON THE SALE OR ISSUANCE OF SHARES OF
               COMMON STOCK BY THE COMPANY?

ANSWER:        The Company is not required to sell or issue any shares of
               Common Stock under any option if the sale or issuance would
               constitute a violation by the Optionee or the Company of any
               provision of any law or regulation of any governmental
               authority, including, without limitation, any federal or state
               securities laws or regulations.

QUESTION:      ARE THERE ANY RESTRICTIONS ON RESALE OF SHARES OF COMMON STOCK
               ISSUABLE UNDER THE PLANS?

ANSWER:        The Securities Act requires every person who offers or sells
               securities to register such securities with the Commission
               unless an exemption from registration is available.  If you are
               an "affiliate" of the Company, you may sell the Common Stock
               acquired under the Plan only pursuant to a registration
               statement and prospectus or pursuant to an available exemption
               from the registration requirements of the Securities Act.  In
               addition, public sales of Common Stock by affiliates that are
               not sold pursuant to a registration statement and prospectus
               generally can be made only in compliance with the applicable
               limitations of Rule 144 under the Securities Act.  These
               limitations (i) restrict the amount of shares that can be sold
               by an affiliate during any three-month period to the greater of
               1% of the then-outstanding shares of Common Stock or the average
               weekly reported trading volume of the Common Stock during the
               four calendar weeks preceding such sale, (ii) require that
               current information about the Company be publicly available at
               the time of sale, (iii) require the sale to be made either in
               unsolicited brokers' transactions or directly to a market maker,
               and (iv) require the seller to file a notice of the proposed
               sale with the Commission at the time the order to sell is placed
               with the broker, unless the amount to be sold neither exceeds
               500 shares nor involves proceeds greater than $10,000.  If you
               are not an affiliate of the Company, you may sell shares
               acquired under the Plans without regard to these restrictions.
               For additional restrictions on resale of your Common Stock, if
               any, please refer to your Option Agreement.





                                      -8-
<PAGE>   10
QUESTION:      MAY OPTIONS BE ASSIGNED OR TRANSFERRED TO THIRD PARTIES?

ANSWER:        Options may not be assigned or transferred, other than by will
               or the laws of descent and distribution.  During an Optionee's
               lifetime, only such Optionee (or, in the event of the Optionee's
               legal incapacity or incompetency, the Optionee's guardian or
               legal representative) may exercise his or her options.

                                    *  *  *


THE EMPLOYEE PLAN

QUESTION:      WHAT IS THE PURPOSE OF THE EMPLOYEE PLAN?

ANSWER:        The purpose of the Employee Plan is to attract, retain and
               reward persons providing services to the Company and to motivate
               such persons to contribute to the growth and profits of the
               Company in the future.

QUESTION:      WHAT OPTIONS MAY BE GRANTED UNDER THE EMPLOYEE PLAN?

ANSWER:        The Employee Plan provides for grants of options to purchase
               shares of Common Stock.  Incentive stock options and
               non-incentive stock options may be granted under the Employee
               Plan, the tax consequences of which to you and the Company are
               slightly different, as outlined below.

QUESTION:      HOW MANY SHARES OF COMMON STOCK ARE ISSUABLE UNDER THE EMPLOYEE
               PLAN?

ANSWER:        20,050,000 shares of Common Stock are issuable under the
               Employee Plan.

QUESTION:      WHO IS ELIGIBLE TO PARTICIPATE IN THE EMPLOYEE PLAN?

ANSWER:        Options may be granted only to employees (including officers)
               and directors of the Company or to individuals who are rendering
               services as consultants, advisors or other independent
               contractors to the Company.  The Board or a duly appointed
               committee of the Board (the "Committee") acting as the Employee
               Plan administrator shall determine who is eligible to receive
               options under the Employee Plan.

QUESTION:      DOES MY STATUS AS AN OPTIONEE GIVE ME ANY RIGHTS AS AN EMPLOYEE?

ANSWER:        Nothing in the Employee Plan or in any option granted or Option
               Agreement entered into pursuant to the Employee Plan shall
               confer on any person any right to remain in the employ of the
               Company or any of its subsidiaries or interfere in any way with
               the right of the Company or any of its subsidiaries either to
               increase or decrease the compensation of any person or to
               terminate any employment or other relationship between any
               person and the Company or any of its subsidiaries.

QUESTION:      HOW ARE OPTIONS GRANTED UNDER THE EMPLOYEE PLAN?

ANSWER:        Subject to the terms and conditions of the Employee Plan, the
               Committee may grant to eligible individuals options to purchase
               such number of shares of Common Stock, on such terms and
               conditions and with such limitations as the Committee may
               determine.  All options granted will be evidenced by a written
               Option Agreement, which shall be executed by the Company and the
               Optionee.





                                      -9-
<PAGE>   11
QUESTION:      WHEN IS MY OPTION EXERCISABLE?

ANSWER:        An option may be granted pursuant to a vesting schedule under
               which an option or portions of any option may not be exercised
               until certain dates or during certain periods of time.  However,
               notwithstanding a specific vesting schedule, the Board may
               choose to accelerate the date on which an option becomes
               exercisable.  You should consult your Option Agreement to
               determine the specific vesting schedule applicable to you.  Once
               your options become exercisable, you may exercise them, in whole
               or in part, at any time, as provided in your Option Agreement,
               prior to the termination of your option or the expiration of a
               ten-year period from the date on which the option was granted,
               or, in the case of certain 10% stockholders, prior to the
               expiration of a five-year period from the date of grant.

QUESTION:      WHO ADMINISTERS THE EMPLOYEE PLAN?

ANSWER:        The Employee Plan may be administered by the Board or by a duly
               appointed committee of the Board (the "Committee").  At the time
               of appointment to the Committee and during all periods of
               service on the Committee, each Committee member must qualify as
               a "disinterested person," as defined in Rule 16b-3 of the
               Exchange Act.

QUESTION:      WHAT ARE THE POWERS OF THE BOARD AND THE COMMITTEE WITH REGARD
               TO THE EMPLOYEE PLAN?

ANSWER:        The Board may delegate full power and authority to the Committee
               to take all actions and make all determinations that are
               required or that it deems necessary or appropriate under the
               Employee Plan or any Option Agreement.  The Committee also
               prescribes the terms and provisions of each option granted under
               the Employee Plan.  All interpretations of the Committee of the
               Employee Plan, any option granted, or any Option Agreement are
               final.

QUESTION:      CAN THE EMPLOYEE PLAN BE AMENDED WITHOUT MY CONSENT?

ANSWER:        The Board or the Committee may terminate or amend the Employee
               Plan or any option at any time but must obtain the approval of
               stockholders for any modification that (a) increases the total
               number of shares subject to options unless such increase results
               from a change in capitalization, (b) changes the class eligible
               to receive Incentive Stock Options, (c) expands the class
               eligible to receive nonstatutory stock options or (d) requires
               the approval of stockholders pursuant to Rule 16b-3 of the
               Exchange Act.

QUESTION:      MAY THE BOARD ADOPT INCENTIVE COMPENSATION ARRANGEMENTS IN
               ADDITION TO THE EMPLOYEE PLAN?

ANSWER:        Yes.

QUESTION:      UNDER WHAT CIRCUMSTANCES WILL MY OPTION TERMINATE?

ANSWER:        Generally, options expire 10 years from the date of grant (or
               five years in the case of certain 10% stockholders).  Your
               Option Agreement may contain other provisions for termination in
               the event of disability, death or the termination of your
               employment.  In addition, your option may terminate, together
               with the Employee Plan and all other outstanding options issued
               to other employees, following the occurrence of certain transfer
               of control events (as described above).





                                      -10-
<PAGE>   12
QUESTION:      IS THE EMPLOYEE PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
               SECURITY ACT OF 1974 (ERISA) OR IS IT A QUALIFIED PLAN UNDER
               SECTION 401(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
               (THE "INTERNAL REVENUE CODE")?

ANSWER:        No.
                                    *  *  *

THE DIRECTORS PLAN

QUESTION:      WHAT IS THE PURPOSE OF THE DIRECTORS PLAN?

ANSWER:        The purpose of the Directors Plan is to attract and retain the
               best possible non-employee members of the Board and to provide
               additional incentives to those directors to promote the success
               of the Company.

QUESTION:      WHAT OPTIONS MAY BE GRANTED UNDER THE DIRECTORS PLAN?

ANSWER:        The Directors Plan provides for grants of options to purchase
               shares of Common Stock.  The Directors Plan is a "formula" plan
               providing for automatic grants of stock options to eligible
               non-employee directors of the Company.  Options granted under
               the Directors Plan are not intended to qualify as incentive
               stock options for tax law purposes.

QUESTION:      HOW MANY SHARES OF COMMON STOCK ARE ISSUABLE UNDER THE DIRECTORS
               PLAN?

ANSWER:        750,000 shares of Common Stock are issuable under the Directors
               Plan.  If any option granted under the Directors Plan expires,
               terminates or is terminated or canceled for any reason before it
               is exercised in full, the shares of Common Stock that were
               subject to the unexercised portion of such option shall be
               available for future options granted under the Directors Plan.

QUESTION:      WHO IS ELIGIBLE TO PARTICIPATE IN THE DIRECTORS PLAN?

ANSWER:        Options may be granted only to persons who, at the time of
               grant, is a director of the Company who is not an employee (an
               "Outside Director").

QUESTION:      WHO ADMINISTERS THE DIRECTORS PLAN, AND WHAT ARE THE POWERS AND
               RESPONSIBILITIES OF SUCH ENTITY?

ANSWER:        The Directors Plan may be administered by the Board or by the
               Committee.  All questions of interpretation of the Directors
               Plan or of any option shall be determined by the Board, and such
               determination shall be final and binding upon all persons having
               an interest in the Directors Plan or such option.  The Board
               shall have no authority, discretion, or power to select the
               Outside Directors who will receive options, to set the exercise
               price of the options, to determine the number of shares of
               Common Stock to be subject to an option or the time at which an
               option shall be granted, to establish the duration of an option,
               or to alter any other terms or conditions specified in the
               Directors Plan, except in the sense of administering the
               Directors Plan subject to the provisions of the Directors Plan.

QUESTION:      HOW ARE OPTIONS GRANTED UNDER THE DIRECTORS PLAN?

ANSWER:        Options will be granted automatically under the Directors Plan.
               Upon assuming directorship, each new director will automatically
               be granted an initial option to





                                      -11-
<PAGE>   13
               purchase 75,000 shares of Common Stock.  Thereafter, each
               director will receive options to purchase 25,000 shares of
               Common Stock on the date of each annual meeting of stockholders,
               provided that the director continues to serve in such capacity.

QUESTION:      WHEN IS MY OPTION EXERCISABLE?

ANSWER:        Unless your Option Agreement provides otherwise, initial options
               are exercisable over a period of three years and annual grants
               are exercisable in full on the first anniversary of the date of
               grant.

QUESTION:      CAN THE DIRECTORS PLAN BE AMENDED WITHOUT MY CONSENT?

ANSWER:        The Board may modify the Directors Plan from time to time in any
               respect it may deem advisable, provided that the Directors Plan
               may not be amended more than once in any six-month period other
               than to comport with changes in the Internal Revenue Code of
               1986, as amended (the "Internal Revenue Code"), the Employee
               Retirement Income Security Act of 1974 (ERISA), or the rules
               promulgated thereunder.

QUESTION:      UNDER WHAT CIRCUMSTANCES WILL MY OPTION TERMINATE?

ANSWER:        Your options will terminate as provided in your Option
               Agreement.  Your options may also terminate upon transfer of
               control of the Company, as described above.

QUESTION:      DOES MY STATUS AS AN OPTIONEE GIVE ME ANY RIGHTS AS A DIRECTOR?

ANSWER:        Nothing in the Directors Plan will confer on any person any
               right to continue as a member of the Board or interfere in any
               way with the right of the Company to terminate such
               relationship.

QUESTION:      IS THE DIRECTORS PLAN SUBJECT TO ERISA OR IS IT A QUALIFIED PLAN
               UNDER SECTION 401(a) OF THE INTERNAL REVENUE CODE?

ANSWER:        No.
                                    *  *  *





                                      -12-
<PAGE>   14
         The following portion of this summary description that relates to
federal income tax consequences is intended to summarize the general principles
of current federal income tax law applicable to incentive stock options and
non-incentive stock options that may be granted under the Plans.  While it is
believed that the following statements accurately summarize existing provisions
of the Internal Revenue Code and its legislative history and regulations, and
the applicable administrative and judicial interpretations, these statements
are only summaries, and the rules in question are quite detailed and
complicated.  Moreover, legislative, administrative, regulatory or judicial
changes or interpretations may occur that would modify such statements.
Individual financial situations may vary, and state and local tax consequences
may be significant.  Therefore, you should consult your own tax advisors
concerning the tax consequences of the grant, exercise or surrender of options
granted to you under the Plans and the disposition of any shares of Common
Stock acquired pursuant to the exercise of such options.


QUESTION:      WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF AN INCENTIVE
               STOCK OPTION?

ANSWER:        If you are an employee of the Company or any of the Company's
               subsidiaries from the date an option is granted through a date
               within three months before the date of exercise of the option,
               you will not recognize income at the time an incentive stock
               option is exercised (except that the alternative minimum tax may
               apply) and will recognize long term capital gain upon a
               subsequent disposition of the shares if you hold the shares for
               at least two years after the date of grant and for one year
               after the date of exercise. The three-month period is extended
               to one year if your employment is terminated as a result of
               death or disability.  If the one-year and two-year holding
               period mentioned above are not met, you will recognize ordinary
               income upon the disposition of the shares in an amount equal to
               the excess of the fair market value of the shares at the time
               the option was exercised over its exercise price.  The balance
               of the realized gain, if any, will be capital gain.

QUESTION:      WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF TENDERING SHARES
               OF COMMON STOCK IN PAYMENT OF THE EXERCISE PRICE FOR SHARES
               UNDERLYING AN INCENTIVE STOCK OPTION?

ANSWER:        If you exercise an incentive stock option by tendering shares of
               Common Stock with a fair market value equal to part or all of
               the exercise price, the exchange of shares will be treated as a
               nontaxable exchange (except that this treatment would not apply
               if you acquired the shares being transferred pursuant to the
               exercise of an incentive stock option and had not satisfied the
               special holding period requirements summarized above).

QUESTION:      WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF A NON-INCENTIVE
               STOCK OPTION?

ANSWER:        If you are a holder of a non-incentive stock option, you will
               recognize ordinary income in an amount equal to the difference
               between the exercise price and the fair market value of the
               Common Stock at the time of exercise.  If the Company complies
               with applicable reporting requirements, it will generally be
               entitled to a business expense deduction in the same amount and
               at the same time as you recognize any ordinary income on
               exercise (subject to certain limitations).  Upon a subsequent
               sale or exchange of shares acquired pursuant to the exercise of
               a non-incentive stock option, you will have a taxable gain or
               loss, measured by the difference between the amount realized on
               disposition and the tax basis of the shares (generally, the
               amount paid for the shares plus the amount treated as ordinary
               income at the time the option was exercised).





                                      -13-
<PAGE>   15
QUESTION:      WHAT ARE THE FEDERAL TAX CONSEQUENCES OF SURRENDERING SHARES OF
               COMMON STOCK IN PAYMENT OF THE EXERCISE PRICE FOR A
               NON-INCENTIVE STOCK OPTION?

ANSWER:        If you surrender shares of Common Stock in payment of part or
               all of the exercise price of a non-incentive stock option, no
               gain or loss will be recognized with respect to the shares
               surrendered (regardless of whether the shares were acquired
               pursuant to the exercise of an incentive stock option), and you
               will be treated as receiving an equivalent number of shares
               pursuant to the exercise of the option in a nontaxable exchange.
               The basis of the shares surrendered will be treated as the
               substituted tax basis for an equivalent number of shares
               received, and the new shares will be treated as having been held
               for the same holding period as had expired with respect to the
               transferred shares.  The difference between the aggregate
               exercise price and the aggregate fair market value of the shares
               received pursuant to the exercise of the option will be taxed as
               ordinary income (just as if you had paid the exercise price in
               cash).

                                    *  *  *

         The foregoing is only a summary of some of the material provisions and
operational features of the CIENA Corporation Amended and Restated 1994
Employee Stock Option Plan and the 1996 Outside Directors Stock Option Plan.
Please refer to the Plans for further information regarding the Plans and the
rights of Optionees under the Plans.  To the extent that this summary
description conflicts with any provision in the Plans or in any particular
Option Agreement issued thereunder, such conflicting provision of the Plans or
Option Agreement shall control.





                                      -14-
<PAGE>   16
                           INCORPORATION BY REFERENCE

         The Company hereby incorporates by reference into this Prospectus the
following documents filed by it with the Commission:

               (a)   All reports filed by the Company with the Commission
                     pursuant to Section 13(a) or 15(d) of the Securities and
                     Exchange Act of 1934 since October 31, 1996; and

               (c)   The description of the Company's common stock contained in
                     the Company's Registration Statement on Form S-1, No.
                     333-17729, filed with the Commission on December 12, 1996,
                     which is an exhibit to the Company's Form 8-A registration
                     statement filed with the Commission on January 13, 1997.

         In addition, all documents filed by the Company subsequent to the date
hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to
be incorporated by reference in this Prospectus and to be part of hereof from
the date of filing of such documents.

         This Prospectus does not contain all of the information set forth in
the Registration Statement, certain portions of which have been omitted in
accordance with the rules and regulations of the Commission.  The information
omitted may be obtained as described under "General Information."





                                      -15-
<PAGE>   17
                              SELLING STOCKHOLDERS


         The following table sets forth information about certain selling
securityholders.  Excluded from this table are non-affiliates who, as of May
13, 1997, hold the lesser of 1000 shares or one percent of the shares issuable
under the Plans.


NAME OF SELLING STOCKHOLDER                     NUMBER OF SHARES OFFERED

ALEXANDER, STEPHEN B                                           50,000
  [VICE PRESIDENT, TRANSPORT PRODUCTS]
BACHISM, BETH L                                                  7,290 
BAUTISTA, LAURIE N                                              10,000
BILTER, DENNIS L                                                25,000
BOGDAN, FRANCIS J                                                3,000
BURKE, MARGARET A                                               75,000
BUTTS, GILBERT K                                                 5,000
CHADDICK, STEVE                                                300,000
  [SENIOR VICE PRESIDENT, PRODUCTS AND TECHNOLOGIES]
CHAMBERLAIN, MICHELE                                             1,200
CHEN, TAI-SEUNG                                                  37,875
CHINNICI, JOSEPH R                                               7,500
  [VICE PRESIDENT, FINANCIE AND CHIEF FINANCIAL OFFICER]
CHURCHMAN, LISA A                                                6,500
CONDICT, KEITH A                                               100,000
DIROCCO, DAWN M                                                  6,600
DUBLIN, BARBARA                                                  2,000
EVANS, DAVID                                                   116,000
FAGEN, MICHAEL W                                               250,000
  [VICE PRESIDENT, BUSINESS DEVELOPMENT]
FOUST, BRIAN W                                                   4,000
GEORGATOS, G. ERIC                                              20,800
  [VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY]
GOODALL, LINDA P                                                 2,500
GRIMES, WILLIAM F                                                6,165
HARMON, STEPHEN R                                               75,000
HEMING, JOSEPH W                                                 5,000
HOSFORD, THOMAS R                                               12,500
HUANG, LARRY P                                                 600,000
  [SENIOR VICE PRESIDENT, SALES AND MARKETING]
JOHNSON, GARY P                                                 43,750
JOHNSON, PAMELA L                                                1,000
JONES, WESLEY R                                                 75,000
KINAMONT, KAREN R                                                1,000
KIRBY, YVETTE S                                                  2,000
LANE, MICHAEL R                                                  3,125
LEVINSON, LAWRENCE C                                            13,500
LITZ, ROY C                                                     21,800
MADAK, DAWN                                                      7,500
MALIK, IFRAN                                                   100,000
MARLOW, SHIRLEY                                                  1,000
MECKLEY, MICHAEL J                                               6,000
MILNE, DAWN C                                                    7,500
MIZRAHI, VICTOR                                                 50,000
MORAN, DAVID J                                                   1,900
MURRAY, ANNE S                                                   7,500
NACE, WANDA B                                                    2,500
NEWMAN, DONALD T                                                70,000
O'LEARY, MARILYN F                                               2,500
PFEIFFER, VON C                                                  3,500
POLIFKO, DAVID M                                                25,000
POOLADDEJ, JAMSHID                                              79,165
PRADIEU, IVES G                                                  2,000
PRICE, TRACY                                                     2,000
RANSFORD, MICHAEL J                                              5,600
ROOT, JAMES H                                                    1,250
SEIDMAN, REBECCA K                                              12,500
  [VICE PRESIDENT, HUMAN RESOURCES DEVELOPMENT]
SELIG, NANCY G                                                   2,500
SMITH, CECIL D                                                  17,500
SRIDHAR, BALAKRISHNAN                                            5,000
VANDEVERE, JAMES M                                              12,500
WEST, JAMES H                                                   12,500
WHISNANT, JEFFREY K                                             30,000
WIDMAN, RICHARD L                                                5,800
WISEMAN, RONALD L                                              125,000
WOLFF, JOHN P                                                    4,000
YAFFE, HENRY H                                                  17,000
YU, ZHENGCHEN                                                    1,200

Total Shares                                                 2,510,520




                                      -16-
<PAGE>   18


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 CIENA Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents filed by it
with the Commission:

                 (a)      The Registrant's final prospectus dated February 7,
                          1997, as filed with the Commission pursuant to Rule
                          424(b) of the Securities Act and which contains
                          audited financial statements for the fiscal year
                          ended October 31, 1996;

                 (b)      The description of the Registrant's Common Stock,
                          $.01 par value per share (the "Common Stock"),
                          contained in the Registrant's Registration Statement
                          on Form 8-A filed with the Commission on January 13,
                          1997;

                 In addition, all documents and reports filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Exchange Act, and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part of hereof from the date
of filing of such documents or reports.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein 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 subsequent 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 (the Common Stock is registered under Section
12(g) of the Exchange Act).



                                     -17-


<PAGE>   19
ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Item 14 of Part II of the Registration Statement of the
Registrant on Form S-1 (Registration No. 333-17729) is hereby incorporated by
reference into this Registration Statement.

                            *          *          *

                 Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission, such
indemnification is against public policy as expressed in the Securities Act and
therefore is unenforceable.  In the event that a claim for indemnification
against such liabilities is asserted by such person in connection with the
offering of the Common Stock (other than for 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) 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of the issue.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

                 Not applicable.

ITEM 8.          EXHIBITS.

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

                 3.1              Certificate of Amendment to Third Restated
                                  Certificate of Incorporation of Registrant
                                  (filed as Exhibit 3.1 to the Registrant's
                                  Registration Statement on Form S-1 (File No.
                                  333-17729) (the "Initial Form S-1") and
                                  incorporated herein by reference).

                 3.2              Third Restated Certificate of Incorporation
                                  of Registrant (filed as Exhibit 3.2 to the
                                  Initial Form S-1 and incorporated herein by
                                  reference).

                 4.1              Form of Common Stock Certificate (filed as
                                  Exhibit 4.1 to the Initial Form S-1 and
                                  incorporated herein by reference).

                 5.1              Opinion of Hogan & Hartson L.L.P. regarding
                                  the legality of the securities being 
                                  registered.





                                     -18-
<PAGE>   20
                 10.1             Form of Indemnification Agreement for
                                  officers and directors of CIENA Corporation
                                  (filed as Exhibit 10.1 to the Registrant's
                                  Initial Form S-1 and incorporated herein by
                                  reference).

                 10.2             Amended and Restated 1994 Stock Option Plan
                                  (filed as Exhibit 10.2 to the Initial Form
                                  S-1 and incorporated herein by reference).

                 10.3             Forms of Employee Stock Option Agreement
                                  (filed as Exhibit 10.3 to the Initial Form
                                  S-1 and incorporated herein by reference).

                 10.4             1996 Outside Directors Stock Option Plan
                                  (filed as Exhibit 10.4 to the Initial Form
                                  S-1 and incorporated herein by reference).

                 10.5             Forms of 1996 Outside Directors Stock Option
                                  Agreement (filed as Exhibit 10.5 to the
                                  Initial Form S-1 and incorporated herein by
                                  reference).

                 10.6             Form of Amendment No. 1 to Indemnification
                                  Agreement for officers and directors of CIENA
                                  Corporation.

                 23.1             Consent of Price Waterhouse LLP.

                 23.2             Consent of Hogan & Hartson L.L.P. (included
                                  in their opinion filed as Exhibit 5.1 hereto).

                 24.1             Power of Attorney (included on signature 
                                  page).

                 99.2             Section 145 of the Delaware General
                                  Corporation Law.

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;

                                  (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 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;





                                     -19-
<PAGE>   21
                                  (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 Registration Statement is on Form S-3 or
                 Form S-8, and the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed by the Registrant pursuant to Section
                 13 or Section 15(d) of the Exchange Act that are incorporated
                 by reference in the Registration Statement.

                 (b)      That, for the purpose of determining any liability
                 under the Securities Act, 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.

                 The undertaking concerning indemnification is set forth under 
the response to Item 6.





                                     -20-
<PAGE>   22
                                   SIGNATURES

               Pursuant to the requirements of the Securities Act, 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 Savage, State of Maryland, on May 14, 1997.

                                      CIENA CORPORATION
                                      
                                      By:        /s/ Patrick H. Nettles        
                                            -----------------------------------
                                            Patrick H. Nettles
                                            President, Chief Executive Officer

                               POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Patrick H.  Nettles, Joseph R. Chinnici
and G. Eric Georgatos, jointly and severally, each in his own capacity, as true
and lawful attorneys-in-fact, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement (including post-effective
amendments), any Registration Statement relating to this Registration Statement
under Rule 462, 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, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                SIGNATURE                                    TITLE                             DATE
                ---------                                    -----                             ----
   <S>                                      <C>                                            <C>
   /s/ Patrick H. Nettles                   President, Chief Executive Officer and         May 14, 1997
--------------------------------------      Director (Principal Executive Officer)                     
        Patrick H. Nettles                  

   /s/ Joseph R. Chinnici                      Vice President, Finance and Chief           May 14, 1997
--------------------------------------      Financial Officer (Principal Financial                     
        Joseph R. Chinnici                                 Officer)               
</TABLE>





                                     -21-
<PAGE>   23
<TABLE>
   <S>                                        <C>                                          <C>
   /s/ Andrew C. Petrik                       Controller and Treasurer (Principal          May 14, 1997
--------------------------------------                Accounting Officer)                              
        Andrew C. Petrik                              

   /s/ Jon W. Bayless                                      Director                        May 14, 1997
--------------------------------------                                                                 
        Jon W. Bayless

   /s/ Harvey B. Cash                                      Director                        May 14, 1997
--------------------------------------                                                                 
        Harvey B. Cash

   /s/ Clifford W. Higgerson                               Director                        May 14, 1997
--------------------------------------                                                                 
        Clifford W. Higgerson

   /s/ Billy B. Oliver                                     Director                        May 14, 1997
--------------------------------------                                                                 
        Billy B. Oliver

   /s/ Michael J. Zak                                      Director                        May 14, 1997
--------------------------------------                                                                 
        Michael J. Zak

   /s/ David R. Huber, Ph.D.                               Director                        May 14, 1997
--------------------------------------                                                                 
        David R. Huber, Ph.D.
</TABLE>





                                     -22-
<PAGE>   24
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                                     Description                                                Page
------                                     -----------                                                ----
<S>              <C>
3.1              Certificate of Amendment to Third Restated Certificate of Incorporation of
                 Registrant.                                                                            *

3.2              Third Restated Certificate of Incorporation of Registrant.                             *

4.1              Form of Common Stock Certificate.                                                      *

5.1              Opinion of Hogan & Hartson L.L.P. regarding the legality of the securities being
                 registered.                                                                            

10.1             Form of Indemnification Agreement for officers and directors of CIENA Corporation.     *

10.2             Amended and Restated 1994 Stock Option Plan.                                           *

10.3             Forms of Employee Stock Option Agreement.                                              *

10.4             1996 Outside Directors Stock Option Plan.                                              *

10.5             Forms of 1996 Outside Directors Stock Option Agreement.                                *

10.6             Form of Amendment No. 1 to Indemnification Agreement for officers and directors of
                 CIENA Corporation.

23.1             Consent of Price Waterhouse LLP.

23.2             Consent of Hogan & Hartson L.L.P. (included in their opinion filed as Exhibit 5.1
                 hereto).

24.1             Power of Attorney (included on signature page).

99.2             Section 145 of the Delaware General Corporation Law.
</TABLE>

*incorporated by reference
[{"type": "S-8", "sequence": "1", "description": "CIENA CORPORATION FORM S-8.", "secsgml_size_bytes": 73428}]
{"company-data": {"conformed-name": "CIENA CORP", "cik": "0000936395", "assigned-sic": "3661", "irs-number": "232725311", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27131", "film-number": "97605598"}, "business-address": {"street1": "8530 CORRIDOR RD", "city": "SAVAGE", "state": "MD", "zip": "20763", "phone": "3013175800"}, "mail-address": {"street1": "8530 CORRIDOR RD", "city": "SAVAGE", "state": "MD", "zip": "20763"}}
1
      As filed with the Securities and Exchange Commission on May 14, 1997

                                                  Registration No. 333-_________

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

                               CIENA CORPORATION
           -----------------------------------------------------
           (Exact name of registrant as specified in its charter)
DELAWARE                                                     23-2725311              
    ----------------------------------                           -------------------------------------
       (State or other jurisdiction                               (I.R.S. employer identification no.)
     of incorporation or organization)
920 ELKRIDGE LANDING ROAD
                              LINTHICUM, MD  21090
                    ----------------------------------------
                    (Address of principal executive offices)

                     CIENA CORPORATION AMENDED AND RESTATED
                        1994 EMPLOYEE STOCK OPTION PLAN
                    CIENA CORPORATION 1996 OUTSIDE DIRECTORS
                               STOCK OPTION PLAN
                 ----------------------------------------------
                            (Full title of the plan)

                               G. ERIC GEORGATOS
                        VICE PRESIDENT, GENERAL COUNSEL
                                 AND SECRETARY
                               CIENA CORPORATION
                           920 ELKRIDGE LANDING ROAD      
                               LINTHICUM, MD  21090
                                 (410) 865-8500
--------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                               MICHAEL J. SILVER
                             HOGAN & HARTSON L.L.P.
                            111 SOUTH CALVERT STREET
                               BALTIMORE, MD 21202
                                 (410) 659-2700

                        CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                          Proposed                  Proposed
 Title of securities            Amount to be          maximum offering         maximum aggregate            Amount of
   to be registered              registered          price per share (1)       offering price (1)      registration fee (1)
-----------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, PAR VALUE        (a) 12,613,955       $(a) 3.0669              $(a)  38,685,738.59      $(a) 11,722.95
         $.01                  (b)  8,186,045       $(b) 32.875              $(b) 269,116,229.38      $(b) 81,550.37
                                                                                                      Total: $93,273.32
=============================================================================================================================
(1)      Estimated pursuant to Rule 457(c) and (h) solely for purposes of
calculating the amount of the registration fee, based on (a) the weighted
average option exercise price of $3.0669 per share for the 12,613,955 shares
issuable upon exercise of currently outstanding options and (b) the average of
the high and low prices per share of CIENA Corporation Common Stock, par value
$.01 per share, on May 7, 1997, as reported on the Nasdaq National Market with
respect to the other 8,186,045 shares otherwise issuable under the plans
listed above.
2

                               CIENA CORPORATION

                             SHARES OF COMMON STOCK
                            PAR VALUE $.01 PER SHARE

                         ------------------------------

                            OFFERED PURSUANT TO THE

                               CIENA CORPORATION
              AMENDED AND RESTATED 1994 EMPLOYEE STOCK OPTION PLAN
                    1996 OUTSIDE DIRECTORS STOCK OPTION PLAN

                         ------------------------------

         This Prospectus covers an aggregate of 20,800,000 shares of common
stock, par value $.01 per share (the "Common Stock"), of CIENA Corporation, a
Delaware corporation ("the "Company") which are issuable or have been issued
upon exercise of stock options granted under the Amended and Restated 1994
Employee Stock Option Plan (the "Employee Plan") and the 1996 Outside Directors
Stock Option Plan (the "Directors Plan," and, together with the Employee Plan,
the "Plans").  This Prospectus also covers the resale of (i) the Common Stock
issuable upon exercise of such options and (ii) the restricted Common Stock
previously issued upon the exercise of options granted pursuant to the Plans.
See "General Information."

                         ------------------------------

         NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED HEREIN, IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR IN THE PLANS SINCE THE DATE
HEREOF, OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

                         ------------------------------

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION
                  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                     PROSPECTUS.  ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.

                         ------------------------------

                  The date of this Prospectus is May 14, 1997
3
                              GENERAL INFORMATION

         THIS DOCUMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT").  The Prospectus does not contain all of the information set
forth in the registration statement filed with the Securities and Exchange
Commission (the "Commission") for registration of such securities (the
"Registration Statement"), certain portions of which have been omitted in
accordance with the rules and regulations of the Commission.  The information
omitted may be obtained from the Commission's Public Reference Room upon
payment of prescribed fees or by accessing the Commission's World Wide Web site
at http://www.sec.gov.  The Company undertakes to provide without charge to
each person to whom a copy of this Prospectus is delivered, upon written or
oral request of such person, a copy of any or all documents or parts thereof
containing information incorporated by reference in Item 3 of Part II of the
Registration Statement, other than the exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents), which
documents are incorporated by reference in this Prospectus.  Such requests
should be directed to CIENA Corporation, Attention:  Eric Georgatos.  The
Company's telephone number is (301) 317-5800.  Additional copies of this
Prospectus also may be obtained upon request at such address or telephone
number.

         This Prospectus covers (i) the sale of shares of Common Stock (the
"Shares") issuable by the Company upon exercise of options granted under the
Plans, (ii) the resale of shares held by affiliates and (iii) the resale of
restricted shares held by affiliates and non-affiliates ("Restricted Shares").
Such shares may be treasury shares or authorized but unissued shares.  Each
option and Restricted Share will be evidenced by a written agreement (an
"Option Agreement") specifying, among other things, the times during which, and
the terms and conditions upon which, the option may be exercised.

         The Employee Plan was adopted by the Board of Directors of the Company
(the "Board") by resolution on August 16, 1994 and was duly approved by the
stockholders of the Company.  The Employee Plan became effective on August 15,
1994.  The Directors Plan was adopted by the Board by resolution on June 21,
1996 and became effective on that date.  Except with respect to options then
outstanding, the Plans will expire on the date as of which the Board, in its
sole discretion, determines that the Plans shall terminate.  The Board may
modify the Plans in any respect but must obtain stockholder approval for
certain modifications.

         Option holders ("Optionees") and stockholders who are affiliates of
the Company may sell the Common Stock acquired under this Prospectus only
pursuant to a registration statement and prospectus or pursuant to an available
exemption from the registration requirements of the Securities Act.  An
"affiliate" is a person who directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Company.  Persons who are affiliates of the Company should consult both
their own and the Company's counsel if they wish to resell shares acquired
under this Prospectus.  Shareholders who acquired Restricted Shares through the
exercise of options or through a restricted stock award may resell the shares
pursuant to this Registration Statement by means of the reoffer prospectus
which is included as part of this Registration Statement.  However, until such
time as the Company meets the registrant requirements of Form S-3, the amount
of securities to be reoffered or resold by means of the reoffer prospectus by
any person (and any other person with whom he or she is acting in concert for
the purpose of selling securities of the Company) may not exceed, during any
three month period, the amount specified in Rule 144(E) of the Securities Act
of 1933.  Optionees who are not affiliates of the Company may sell shares
acquired under this Prospectus without regard to these restrictions.

         In addition, Optionees who are officers or directors of the Company or
beneficial owners of more than 10% of the Common Stock are advised to consult
their counsel as to the applicability of Section 16 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), to their transactions under the
Plans.  Section 16 requires persons subject to its provisions to file reports

                                      -2-
4
with the Commission of their transactions in the Company's equity securities.
Moreover, persons subject to Section 16 may be required to turn over to the
Company any profits realized upon a purchase and sale of the Company's equity
securities within a period of less than six months.

        THE SUMMARIES HEREIN OF THE PLANS DO NOT PURPORT TO BE COMPLETE, AND
REFERENCE IS MADE TO THE PLANS (COPIES OF WHICH ARE FILED AS EXHIBITS TO THE
REGISTRATION STATEMENT AND ARE INCORPORATED HEREIN BY REFERENCE) FOR A FULL AND
COMPLETE STATEMENT OF THE TERMS AND PROVISIONS THEREOF.  Copies of the Plans
are available from the Company upon request and will be separately sent or
given to participants in the Plans, as specified by Rule 428(b)(1) of the  
Securities Act.  Each Optionee should refer to the Plans and his or her
particular Option Agreement for information concerning the specific terms and
conditions of his or her option.

         The principal executive offices of the Company are located at 8530
Corridor Road, Savage, MD 20763.  Its telephone number is (301) 317-5800.

                                      -3-
5
                                  RISK FACTORS

         This Prospectus should be read in conjunction with the risk factors
contained in the Company's Form 8-K filed with the Commission on February 19,
1997, as modified by those risk factors contained in subsequent periodic
reports filed with the Commission.

                                      -4-
6

                              SUMMARY DESCRIPTIONS
                                     OF THE
                               CIENA CORPORATION
              AMENDED AND RESTATED 1994 EMPLOYEE STOCK OPTION PLAN
                                    AND THE
                    1996 OUTSIDE DIRECTORS STOCK OPTION PLAN

         THE QUESTIONS AND ANSWERS SET FORTH BELOW HAVE BEEN PREPARED TO
PROVIDE YOU WITH A BRIEF DESCRIPTION OF THE PLANS IN AN EASY-TO-READ FORMAT.
FOR A DETAILED DESCRIPTION OF YOUR STOCK OPTION BENEFITS, PLEASE REFER TO YOUR
OPTION AGREEMENT AND THE PLANS.  THESE SUMMARY DESCRIPTIONS OF THE PLANS
CONSTITUTE PART OF THE PROSPECTUS COVERING THE SHARES OF THE COMMON STOCK THAT
HAVE BEEN REGISTERED PURSUANT TO THE SECURITIES ACT.

QUESTION:      WHAT IS AN OPTION?

ANSWER:        An option is a right to buy securities, such as shares of common
               stock, subject to terms and conditions specified in an
               underlying agreement.  Stock options can be granted pursuant to
               a stand-alone agreement or, as in this case, under a stock
               option plan.

QUESTION:      HOW LONG MAY OPTIONS BE GRANTED UNDER THE PLANS?

ANSWER:        Options may be granted under the Plans until the Board
               terminates the Plans or any of the following "transfer of
               control" events occur:  (i) the Company's dissolution or
               liquidation, (ii) a merger, consolidation, or reorganization
               with one or more other entities in which the stockholders of the
               Company do not retain at least a majority of the beneficial
               interest in the surviving corporation, (iii) a sale of all or
               substantially all of the assets of the Company to another
               entity, or (iv) the direct or indirect sale or exchange of all
               or substantially all of the capital stock of the Company to
               another entity in which the stockholders of the Company do not
               hold at least a majority of the beneficial interest in such
               entity's voting stock.

QUESTION:      WILL A CHANGE IN CONTROL OF THE COMPANY AFFECT MY OPTION?

ANSWER:        Thirty days prior to the proposed effective date of any transfer
               of control, each Optionee under a stock option agreement
               outstanding for 335 days or more shall be credited, as of the
               proposed effective date of the transfer of control, and if still
               employed by the Company on that date, with 100% of such shares,
               for purposes of determining the percentage of shares which shall
               be immediately exercisable and/or fully vested under each Option
               Agreement.  Furthermore, in the event of a transfer of control,
               the surviving or acquiring corporation shall either assume the
               Company's rights and obligations under outstanding Option
               Agreements or substitute options of the surviving or acquiring
               corporation for such outstanding options.  In the event the
               surviving or acquiring corporation elects not to assume or
               substitute for such outstanding options in connection with the
               transfer of control, any unexercisable and/or unvested shares
               subject to such outstanding stock option agreements shall be

                                      -5-
7
               immediately exercisable and fully vested as of the date 30 days
               prior to the proposed effective date of the transfer of control.

QUESTION:      WILL A CHANGE IN CAPITALIZATION OF THE COMPANY AFFECT MY OPTION?

ANSWER:        If the number of outstanding shares of Common Stock is increased
               or decreased or changed into or exchanged for a different number
               or kind of shares or other securities of the Company by reason
               of any recapitalization, reclassification, stock split-up,
               combination of shares, exchange of shares, stock dividend or
               other distribution payable in capital stock, or other increase
               or decrease in such shares effected without receipt of
               consideration by the Company, a proportionate and appropriate
               adjustment shall be made by the Company in the number and class
               of shares of Common Stock subject to the Plans, and to any
               outstanding options and their exercise price.  In the event a
               majority of the shares which are of the same class as the shares
               that are subject to outstanding options are exchanged for,
               converted into, or otherwise become (whether or not pursuant to
               a transfer of control) shares of another corporation, the
               Company may unilaterally amend the outstanding options to
               provide that such options are exercisable for shares in the
               other corporation.  In the event of any such amendment, the
               number of shares and the exercise price will be adjusted in a
               fair and equitable manner.

QUESTION:      AM I ENTITLED TO EXERCISE ANY OF THE STOCK OWNERSHIP RIGHTS FOR
               COMMON STOCK PRIOR TO EXERCISING MY OPTION?

ANSWER:        You will have no dividend, voting or other stockholder rights
               with respect to any Common Stock issuable pursuant to your
               options until you exercise an option, in whole or in part.

QUESTION:      CAN MY OPTION BE AMENDED WITHOUT MY CONSENT?

ANSWER:        No.

QUESTION:      ARE THE SHARES OF COMMON STOCK ISSUABLE UNDER THE PLANS
               REGISTERED WITH THE COMMISSION?

ANSWER:        All shares of Common Stock currently issuable under the Plans
               have been registered with the Commission on a Form S-8
               Registration Statement (the "Registration Statement").

QUESTION:      DOES THE REGISTRATION STATEMENT CONTAIN ANY INFORMATION ABOUT
               THE PLANS AND THE COMPANY'S OPERATIONS AND FINANCIAL CONDITION?

ANSWER:        Part I of the Registration Statement includes this reoffer
               Prospectus and incorporates by reference the Company's final
               prospectus with respect to the Company's initial public offering
               of the Common Stock, dated February 7, 1997, and filed with the
               Commission under the Securities Act, and all reports since
               filed, and to be filed, with the Commission.  Such information
               also is incorporated by reference in and constitutes part of
               this summary description and the Prospectus of which this
               summary description is a part.  The Registration Statement
               contains some disclosure which is not incorporated into this
               summary description, but which may be obtained from the
               Commission's Public Reference Room upon payment of prescribed
               fees or by accessing the Commission's World Wide Web site at
               http://www.sec.gov.

                                      -6-
8
QUESTION:      HOW CAN I OBTAIN THE INFORMATION INCORPORATED BY REFERENCE INTO
               THE REGISTRATION STATEMENT, AND ANY OTHER RELEVANT INFORMATION?

ANSWER:        The Company undertakes to provide to you and all other
               participating employees, without charge, upon written or oral
               request, a copy of any document or any part of such a document
               containing information incorporated by reference in the
               Registration Statement.  In addition, this summary description
               is accompanied by a copy of the Company's final prospectus dated
               February 7, 1997, which contains audited financial information
               for the Company's latest fiscal year.  Requests for information
               should be directed to Eric Georgatos, 8530 Corridor Road,
               Savage, MD 20763 (telephone number: (301) 317-5800).

QUESTION:      WHEN AND HOW IS THE EXERCISE PRICE OF AN OPTION DETERMINED?

ANSWER:        The exercise price is fixed by the Committee and stated in each
               Option Agreement.  In the case of an incentive stock option, the
               exercise price per share of Common Stock may not be less than
               the fair market value of the Common Stock on the date the option
               is granted (as determined in good faith by the Committee).  In
               the case of certain 10% stockholders, the exercise price
               applicable to an incentive stock option may not be less than
               110% of the fair market value of the Common Stock on the date
               the option is granted.  Options will qualify as incentive stock
               options only to the extent that the aggregate fair market value
               of the Common Stock covered by incentive stock options that
               become exercisable for the first time by any Optionee during any
               calendar year does not exceed $100,000.  In the case of a
               non-incentive stock option, the exercise price per share may not
               be less than 85% of the fair market value of the Common Stock on
               the date the option is granted (as determined in good faith by
               the Committee).

QUESTION:      HOW IS FAIR MARKET VALUE DETERMINED?

ANSWER:        If the Common Stock continues to be quoted on the Nasdaq
               National Market (or is listed on an established national or
               regional stock exchange, or is publicly traded on an established
               securities market), the fair market value will be the closing
               price of the Common Stock in that market (or the highest such
               price if there is more than one such market) on the trading day
               immediately preceding the Grant Date (as defined below) or other
               determination date.  If there is no such closing price, then the
               fair market value will be the mean between the highest bid and
               lowest asked prices, or between the high and low sale prices on
               such date, or, if no sale of the Common Stock has been made on
               such day, on the next preceding day on which any such sale is
               made.  If the Common Stock is not so quoted, listed or traded,
               the fair market value of the Common Stock will be determined in
               good faith by the Board.  "Grant Date" means the later of (i)
               the date as of which the Committee approves the grant and (ii)
               the date as of which the Optionee enters the relationship with
               the Company resulting in his or her being eligible for grants.

QUESTION:      HOW DO I EXERCISE MY OPTION?

ANSWER:        You may exercise your option, in whole or in part, by delivery
               of a written notice to the Committee which specifies the number
               of shares for which the option is being exercised and which is
               accompanied by payment in full of the applicable exercise price.

                                      -7-
9
QUESTION:      WHAT ARE THE PERMISSIBLE METHODS OF PAYMENT OF THE AGGREGATE
               EXERCISE PRICE?

ANSWER:        Under the Employee Plan, the permissible methods of payment are:
               (i) cash, a check payable to the Company, or a cash equivalent,
               (ii) tender to the Company of shares of Common Stock having a
               fair market value on the date of exercise equal to the aggregate
               exercise price, or (iii) a recourse promissory note in a form
               approved by the Company, (iv) the assignment of the proceeds of
               a sale of some or all of the shares being acquired upon the
               exercise of the option, or (v) some combination of the
               foregoing.  Under the Directors Plan, the  permissible methods
               of payment are: (i) cash, or check payable to the Company, or
               cash equivalent, (ii) tender to the Company of shares of Common
               Stock having a fair market value equal to the aggregate exercise
               price, (iii) by the assignment of the proceeds of a sale or loan
               with respect to some or all of the shares being acquired upon
               exercise of the option or (iv) any combination of the foregoing.

QUESTION:      WHO WILL ISSUE THE SHARES OF COMMON STOCK UPON EXERCISE OF THE
               OPTION?

ANSWER:        The shares will be issued directly by the Company's transfer
               agent and registrar, The First National Bank of Boston, upon the
               written instruction of the Company.

QUESTION:      ARE THERE ANY RESTRICTIONS ON THE SALE OR ISSUANCE OF SHARES OF
               COMMON STOCK BY THE COMPANY?

ANSWER:        The Company is not required to sell or issue any shares of
               Common Stock under any option if the sale or issuance would
               constitute a violation by the Optionee or the Company of any
               provision of any law or regulation of any governmental
               authority, including, without limitation, any federal or state
               securities laws or regulations.

QUESTION:      ARE THERE ANY RESTRICTIONS ON RESALE OF SHARES OF COMMON STOCK
               ISSUABLE UNDER THE PLANS?

ANSWER:        The Securities Act requires every person who offers or sells
               securities to register such securities with the Commission
               unless an exemption from registration is available.  If you are
               an "affiliate" of the Company, you may sell the Common Stock
               acquired under the Plan only pursuant to a registration
               statement and prospectus or pursuant to an available exemption
               from the registration requirements of the Securities Act.  In
               addition, public sales of Common Stock by affiliates that are
               not sold pursuant to a registration statement and prospectus
               generally can be made only in compliance with the applicable
               limitations of Rule 144 under the Securities Act.  These
               limitations (i) restrict the amount of shares that can be sold
               by an affiliate during any three-month period to the greater of
               1% of the then-outstanding shares of Common Stock or the average
               weekly reported trading volume of the Common Stock during the
               four calendar weeks preceding such sale, (ii) require that
               current information about the Company be publicly available at
               the time of sale, (iii) require the sale to be made either in
               unsolicited brokers' transactions or directly to a market maker,
               and (iv) require the seller to file a notice of the proposed
               sale with the Commission at the time the order to sell is placed
               with the broker, unless the amount to be sold neither exceeds
               500 shares nor involves proceeds greater than $10,000.  If you
               are not an affiliate of the Company, you may sell shares
               acquired under the Plans without regard to these restrictions.
               For additional restrictions on resale of your Common Stock, if
               any, please refer to your Option Agreement.

                                      -8-
10
QUESTION:      MAY OPTIONS BE ASSIGNED OR TRANSFERRED TO THIRD PARTIES?

ANSWER:        Options may not be assigned or transferred, other than by will
               or the laws of descent and distribution.  During an Optionee's
               lifetime, only such Optionee (or, in the event of the Optionee's
               legal incapacity or incompetency, the Optionee's guardian or
               legal representative) may exercise his or her options.

                                    *  *  *

THE EMPLOYEE PLAN

QUESTION:      WHAT IS THE PURPOSE OF THE EMPLOYEE PLAN?

ANSWER:        The purpose of the Employee Plan is to attract, retain and
               reward persons providing services to the Company and to motivate
               such persons to contribute to the growth and profits of the
               Company in the future.

QUESTION:      WHAT OPTIONS MAY BE GRANTED UNDER THE EMPLOYEE PLAN?

ANSWER:        The Employee Plan provides for grants of options to purchase
               shares of Common Stock.  Incentive stock options and
               non-incentive stock options may be granted under the Employee
               Plan, the tax consequences of which to you and the Company are
               slightly different, as outlined below.

QUESTION:      HOW MANY SHARES OF COMMON STOCK ARE ISSUABLE UNDER THE EMPLOYEE
               PLAN?

ANSWER:        20,050,000 shares of Common Stock are issuable under the
               Employee Plan.

QUESTION:      WHO IS ELIGIBLE TO PARTICIPATE IN THE EMPLOYEE PLAN?

ANSWER:        Options may be granted only to employees (including officers)
               and directors of the Company or to individuals who are rendering
               services as consultants, advisors or other independent
               contractors to the Company.  The Board or a duly appointed
               committee of the Board (the "Committee") acting as the Employee
               Plan administrator shall determine who is eligible to receive
               options under the Employee Plan.

QUESTION:      DOES MY STATUS AS AN OPTIONEE GIVE ME ANY RIGHTS AS AN EMPLOYEE?

ANSWER:        Nothing in the Employee Plan or in any option granted or Option
               Agreement entered into pursuant to the Employee Plan shall
               confer on any person any right to remain in the employ of the
               Company or any of its subsidiaries or interfere in any way with
               the right of the Company or any of its subsidiaries either to
               increase or decrease the compensation of any person or to
               terminate any employment or other relationship between any
               person and the Company or any of its subsidiaries.

QUESTION:      HOW ARE OPTIONS GRANTED UNDER THE EMPLOYEE PLAN?

ANSWER:        Subject to the terms and conditions of the Employee Plan, the
               Committee may grant to eligible individuals options to purchase
               such number of shares of Common Stock, on such terms and
               conditions and with such limitations as the Committee may
               determine.  All options granted will be evidenced by a written
               Option Agreement, which shall be executed by the Company and the
               Optionee.

                                      -9-
11
QUESTION:      WHEN IS MY OPTION EXERCISABLE?

ANSWER:        An option may be granted pursuant to a vesting schedule under
               which an option or portions of any option may not be exercised
               until certain dates or during certain periods of time.  However,
               notwithstanding a specific vesting schedule, the Board may
               choose to accelerate the date on which an option becomes
               exercisable.  You should consult your Option Agreement to
               determine the specific vesting schedule applicable to you.  Once
               your options become exercisable, you may exercise them, in whole
               or in part, at any time, as provided in your Option Agreement,
               prior to the termination of your option or the expiration of a
               ten-year period from the date on which the option was granted,
               or, in the case of certain 10% stockholders, prior to the
               expiration of a five-year period from the date of grant.

QUESTION:      WHO ADMINISTERS THE EMPLOYEE PLAN?

ANSWER:        The Employee Plan may be administered by the Board or by a duly
               appointed committee of the Board (the "Committee").  At the time
               of appointment to the Committee and during all periods of
               service on the Committee, each Committee member must qualify as
               a "disinterested person," as defined in Rule 16b-3 of the
               Exchange Act.

QUESTION:      WHAT ARE THE POWERS OF THE BOARD AND THE COMMITTEE WITH REGARD
               TO THE EMPLOYEE PLAN?

ANSWER:        The Board may delegate full power and authority to the Committee
               to take all actions and make all determinations that are
               required or that it deems necessary or appropriate under the
               Employee Plan or any Option Agreement.  The Committee also
               prescribes the terms and provisions of each option granted under
               the Employee Plan.  All interpretations of the Committee of the
               Employee Plan, any option granted, or any Option Agreement are
               final.

QUESTION:      CAN THE EMPLOYEE PLAN BE AMENDED WITHOUT MY CONSENT?

ANSWER:        The Board or the Committee may terminate or amend the Employee
               Plan or any option at any time but must obtain the approval of
               stockholders for any modification that (a) increases the total
               number of shares subject to options unless such increase results
               from a change in capitalization, (b) changes the class eligible
               to receive Incentive Stock Options, (c) expands the class
               eligible to receive nonstatutory stock options or (d) requires
               the approval of stockholders pursuant to Rule 16b-3 of the
               Exchange Act.

QUESTION:      MAY THE BOARD ADOPT INCENTIVE COMPENSATION ARRANGEMENTS IN
               ADDITION TO THE EMPLOYEE PLAN?

ANSWER:        Yes.

QUESTION:      UNDER WHAT CIRCUMSTANCES WILL MY OPTION TERMINATE?

ANSWER:        Generally, options expire 10 years from the date of grant (or
               five years in the case of certain 10% stockholders).  Your
               Option Agreement may contain other provisions for termination in
               the event of disability, death or the termination of your
               employment.  In addition, your option may terminate, together
               with the Employee Plan and all other outstanding options issued
               to other employees, following the occurrence of certain transfer
               of control events (as described above).

                                      -10-
12
QUESTION:      IS THE EMPLOYEE PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
               SECURITY ACT OF 1974 (ERISA) OR IS IT A QUALIFIED PLAN UNDER
               SECTION 401(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
               (THE "INTERNAL REVENUE CODE")?

ANSWER:        No.
                                    *  *  *

THE DIRECTORS PLAN

QUESTION:      WHAT IS THE PURPOSE OF THE DIRECTORS PLAN?

ANSWER:        The purpose of the Directors Plan is to attract and retain the
               best possible non-employee members of the Board and to provide
               additional incentives to those directors to promote the success
               of the Company.

QUESTION:      WHAT OPTIONS MAY BE GRANTED UNDER THE DIRECTORS PLAN?

ANSWER:        The Directors Plan provides for grants of options to purchase
               shares of Common Stock.  The Directors Plan is a "formula" plan
               providing for automatic grants of stock options to eligible
               non-employee directors of the Company.  Options granted under
               the Directors Plan are not intended to qualify as incentive
               stock options for tax law purposes.

QUESTION:      HOW MANY SHARES OF COMMON STOCK ARE ISSUABLE UNDER THE DIRECTORS
               PLAN?

ANSWER:        750,000 shares of Common Stock are issuable under the Directors
               Plan.  If any option granted under the Directors Plan expires,
               terminates or is terminated or canceled for any reason before it
               is exercised in full, the shares of Common Stock that were
               subject to the unexercised portion of such option shall be
               available for future options granted under the Directors Plan.

QUESTION:      WHO IS ELIGIBLE TO PARTICIPATE IN THE DIRECTORS PLAN?

ANSWER:        Options may be granted only to persons who, at the time of
               grant, is a director of the Company who is not an employee (an
               "Outside Director").

QUESTION:      WHO ADMINISTERS THE DIRECTORS PLAN, AND WHAT ARE THE POWERS AND
               RESPONSIBILITIES OF SUCH ENTITY?

ANSWER:        The Directors Plan may be administered by the Board or by the
               Committee.  All questions of interpretation of the Directors
               Plan or of any option shall be determined by the Board, and such
               determination shall be final and binding upon all persons having
               an interest in the Directors Plan or such option.  The Board
               shall have no authority, discretion, or power to select the
               Outside Directors who will receive options, to set the exercise
               price of the options, to determine the number of shares of
               Common Stock to be subject to an option or the time at which an
               option shall be granted, to establish the duration of an option,
               or to alter any other terms or conditions specified in the
               Directors Plan, except in the sense of administering the
               Directors Plan subject to the provisions of the Directors Plan.

QUESTION:      HOW ARE OPTIONS GRANTED UNDER THE DIRECTORS PLAN?

ANSWER:        Options will be granted automatically under the Directors Plan.
               Upon assuming directorship, each new director will automatically
               be granted an initial option to

                                      -11-
13
               purchase 75,000 shares of Common Stock.  Thereafter, each
               director will receive options to purchase 25,000 shares of
               Common Stock on the date of each annual meeting of stockholders,
               provided that the director continues to serve in such capacity.

QUESTION:      WHEN IS MY OPTION EXERCISABLE?

ANSWER:        Unless your Option Agreement provides otherwise, initial options
               are exercisable over a period of three years and annual grants
               are exercisable in full on the first anniversary of the date of
               grant.

QUESTION:      CAN THE DIRECTORS PLAN BE AMENDED WITHOUT MY CONSENT?

ANSWER:        The Board may modify the Directors Plan from time to time in any
               respect it may deem advisable, provided that the Directors Plan
               may not be amended more than once in any six-month period other
               than to comport with changes in the Internal Revenue Code of
               1986, as amended (the "Internal Revenue Code"), the Employee
               Retirement Income Security Act of 1974 (ERISA), or the rules
               promulgated thereunder.

QUESTION:      UNDER WHAT CIRCUMSTANCES WILL MY OPTION TERMINATE?

ANSWER:        Your options will terminate as provided in your Option
               Agreement.  Your options may also terminate upon transfer of
               control of the Company, as described above.

QUESTION:      DOES MY STATUS AS AN OPTIONEE GIVE ME ANY RIGHTS AS A DIRECTOR?

ANSWER:        Nothing in the Directors Plan will confer on any person any
               right to continue as a member of the Board or interfere in any
               way with the right of the Company to terminate such
               relationship.

QUESTION:      IS THE DIRECTORS PLAN SUBJECT TO ERISA OR IS IT A QUALIFIED PLAN
               UNDER SECTION 401(a) OF THE INTERNAL REVENUE CODE?

ANSWER:        No.
                                    *  *  *

                                      -12-
14
         The following portion of this summary description that relates to
federal income tax consequences is intended to summarize the general principles
of current federal income tax law applicable to incentive stock options and
non-incentive stock options that may be granted under the Plans.  While it is
believed that the following statements accurately summarize existing provisions
of the Internal Revenue Code and its legislative history and regulations, and
the applicable administrative and judicial interpretations, these statements
are only summaries, and the rules in question are quite detailed and
complicated.  Moreover, legislative, administrative, regulatory or judicial
changes or interpretations may occur that would modify such statements.
Individual financial situations may vary, and state and local tax consequences
may be significant.  Therefore, you should consult your own tax advisors
concerning the tax consequences of the grant, exercise or surrender of options
granted to you under the Plans and the disposition of any shares of Common
Stock acquired pursuant to the exercise of such options.

QUESTION:      WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF AN INCENTIVE
               STOCK OPTION?

ANSWER:        If you are an employee of the Company or any of the Company's
               subsidiaries from the date an option is granted through a date
               within three months before the date of exercise of the option,
               you will not recognize income at the time an incentive stock
               option is exercised (except that the alternative minimum tax may
               apply) and will recognize long term capital gain upon a
               subsequent disposition of the shares if you hold the shares for
               at least two years after the date of grant and for one year
               after the date of exercise. The three-month period is extended
               to one year if your employment is terminated as a result of
               death or disability.  If the one-year and two-year holding
               period mentioned above are not met, you will recognize ordinary
               income upon the disposition of the shares in an amount equal to
               the excess of the fair market value of the shares at the time
               the option was exercised over its exercise price.  The balance
               of the realized gain, if any, will be capital gain.

QUESTION:      WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF TENDERING SHARES
               OF COMMON STOCK IN PAYMENT OF THE EXERCISE PRICE FOR SHARES
               UNDERLYING AN INCENTIVE STOCK OPTION?

ANSWER:        If you exercise an incentive stock option by tendering shares of
               Common Stock with a fair market value equal to part or all of
               the exercise price, the exchange of shares will be treated as a
               nontaxable exchange (except that this treatment would not apply
               if you acquired the shares being transferred pursuant to the
               exercise of an incentive stock option and had not satisfied the
               special holding period requirements summarized above).

QUESTION:      WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF A NON-INCENTIVE
               STOCK OPTION?

ANSWER:        If you are a holder of a non-incentive stock option, you will
               recognize ordinary income in an amount equal to the difference
               between the exercise price and the fair market value of the
               Common Stock at the time of exercise.  If the Company complies
               with applicable reporting requirements, it will generally be
               entitled to a business expense deduction in the same amount and
               at the same time as you recognize any ordinary income on
               exercise (subject to certain limitations).  Upon a subsequent
               sale or exchange of shares acquired pursuant to the exercise of
               a non-incentive stock option, you will have a taxable gain or
               loss, measured by the difference between the amount realized on
               disposition and the tax basis of the shares (generally, the
               amount paid for the shares plus the amount treated as ordinary
               income at the time the option was exercised).

                                      -13-
15
QUESTION:      WHAT ARE THE FEDERAL TAX CONSEQUENCES OF SURRENDERING SHARES OF
               COMMON STOCK IN PAYMENT OF THE EXERCISE PRICE FOR A
               NON-INCENTIVE STOCK OPTION?

ANSWER:        If you surrender shares of Common Stock in payment of part or
               all of the exercise price of a non-incentive stock option, no
               gain or loss will be recognized with respect to the shares
               surrendered (regardless of whether the shares were acquired
               pursuant to the exercise of an incentive stock option), and you
               will be treated as receiving an equivalent number of shares
               pursuant to the exercise of the option in a nontaxable exchange.
               The basis of the shares surrendered will be treated as the
               substituted tax basis for an equivalent number of shares
               received, and the new shares will be treated as having been held
               for the same holding period as had expired with respect to the
               transferred shares.  The difference between the aggregate
               exercise price and the aggregate fair market value of the shares
               received pursuant to the exercise of the option will be taxed as
               ordinary income (just as if you had paid the exercise price in
               cash).

                                    *  *  *

         The foregoing is only a summary of some of the material provisions and
operational features of the CIENA Corporation Amended and Restated 1994
Employee Stock Option Plan and the 1996 Outside Directors Stock Option Plan.
Please refer to the Plans for further information regarding the Plans and the
rights of Optionees under the Plans.  To the extent that this summary
description conflicts with any provision in the Plans or in any particular
Option Agreement issued thereunder, such conflicting provision of the Plans or
Option Agreement shall control.

                                      -14-
16
                           INCORPORATION BY REFERENCE

         The Company hereby incorporates by reference into this Prospectus the
following documents filed by it with the Commission:

               (a)   All reports filed by the Company with the Commission
                     pursuant to Section 13(a) or 15(d) of the Securities and
                     Exchange Act of 1934 since October 31, 1996; and

               (c)   The description of the Company's common stock contained in
                     the Company's Registration Statement on Form S-1, No.
                     333-17729, filed with the Commission on December 12, 1996,
                     which is an exhibit to the Company's Form 8-A registration
                     statement filed with the Commission on January 13, 1997.

         In addition, all documents filed by the Company subsequent to the date
hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to
be incorporated by reference in this Prospectus and to be part of hereof from
the date of filing of such documents.

         This Prospectus does not contain all of the information set forth in
the Registration Statement, certain portions of which have been omitted in
accordance with the rules and regulations of the Commission.  The information
omitted may be obtained as described under "General Information."

                                      -15-
17
                              SELLING STOCKHOLDERS

         The following table sets forth information about certain selling
securityholders.  Excluded from this table are non-affiliates who, as of May
13, 1997, hold the lesser of 1000 shares or one percent of the shares issuable
under the Plans.

NAME OF SELLING STOCKHOLDER                     NUMBER OF SHARES OFFERED

ALEXANDER, STEPHEN B                                           50,000
  [VICE PRESIDENT, TRANSPORT PRODUCTS]
BACHISM, BETH L                                                  7,290 
BAUTISTA, LAURIE N                                              10,000
BILTER, DENNIS L                                                25,000
BOGDAN, FRANCIS J                                                3,000
BURKE, MARGARET A                                               75,000
BUTTS, GILBERT K                                                 5,000
CHADDICK, STEVE                                                300,000
  [SENIOR VICE PRESIDENT, PRODUCTS AND TECHNOLOGIES]
CHAMBERLAIN, MICHELE                                             1,200
CHEN, TAI-SEUNG                                                  37,875
CHINNICI, JOSEPH R                                               7,500
  [VICE PRESIDENT, FINANCIE AND CHIEF FINANCIAL OFFICER]
CHURCHMAN, LISA A                                                6,500
CONDICT, KEITH A                                               100,000
DIROCCO, DAWN M                                                  6,600
DUBLIN, BARBARA                                                  2,000
EVANS, DAVID                                                   116,000
FAGEN, MICHAEL W                                               250,000
  [VICE PRESIDENT, BUSINESS DEVELOPMENT]
FOUST, BRIAN W                                                   4,000
GEORGATOS, G. ERIC                                              20,800
  [VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY]
GOODALL, LINDA P                                                 2,500
GRIMES, WILLIAM F                                                6,165
HARMON, STEPHEN R                                               75,000
HEMING, JOSEPH W                                                 5,000
HOSFORD, THOMAS R                                               12,500
HUANG, LARRY P                                                 600,000
  [SENIOR VICE PRESIDENT, SALES AND MARKETING]
JOHNSON, GARY P                                                 43,750
JOHNSON, PAMELA L                                                1,000
JONES, WESLEY R                                                 75,000
KINAMONT, KAREN R                                                1,000
KIRBY, YVETTE S                                                  2,000
LANE, MICHAEL R                                                  3,125
LEVINSON, LAWRENCE C                                            13,500
LITZ, ROY C                                                     21,800
MADAK, DAWN                                                      7,500
MALIK, IFRAN                                                   100,000
MARLOW, SHIRLEY                                                  1,000
MECKLEY, MICHAEL J                                               6,000
MILNE, DAWN C                                                    7,500
MIZRAHI, VICTOR                                                 50,000
MORAN, DAVID J                                                   1,900
MURRAY, ANNE S                                                   7,500
NACE, WANDA B                                                    2,500
NEWMAN, DONALD T                                                70,000
O'LEARY, MARILYN F                                               2,500
PFEIFFER, VON C                                                  3,500
POLIFKO, DAVID M                                                25,000
POOLADDEJ, JAMSHID                                              79,165
PRADIEU, IVES G                                                  2,000
PRICE, TRACY                                                     2,000
RANSFORD, MICHAEL J                                              5,600
ROOT, JAMES H                                                    1,250
SEIDMAN, REBECCA K                                              12,500
  [VICE PRESIDENT, HUMAN RESOURCES DEVELOPMENT]
SELIG, NANCY G                                                   2,500
SMITH, CECIL D                                                  17,500
SRIDHAR, BALAKRISHNAN                                            5,000
VANDEVERE, JAMES M                                              12,500
WEST, JAMES H                                                   12,500
WHISNANT, JEFFREY K                                             30,000
WIDMAN, RICHARD L                                                5,800
WISEMAN, RONALD L                                              125,000
WOLFF, JOHN P                                                    4,000
YAFFE, HENRY H                                                  17,000
YU, ZHENGCHEN                                                    1,200

Total Shares                                                 2,510,520

                                      -16-
18

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 CIENA Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents filed by it
with the Commission:

                 (a)      The Registrant's final prospectus dated February 7,
                          1997, as filed with the Commission pursuant to Rule
                          424(b) of the Securities Act and which contains
                          audited financial statements for the fiscal year
                          ended October 31, 1996;

                 (b)      The description of the Registrant's Common Stock,
                          $.01 par value per share (the "Common Stock"),
                          contained in the Registrant's Registration Statement
                          on Form 8-A filed with the Commission on January 13,
                          1997;

                 In addition, all documents and reports filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Exchange Act, and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part of hereof from the date
of filing of such documents or reports.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein 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 subsequent 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 (the Common Stock is registered under Section
12(g) of the Exchange Act).

                                     -17-
19
ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Item 14 of Part II of the Registration Statement of the
Registrant on Form S-1 (Registration No. 333-17729) is hereby incorporated by
reference into this Registration Statement.

                            *          *          *

                 Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission, such
indemnification is against public policy as expressed in the Securities Act and
therefore is unenforceable.  In the event that a claim for indemnification
against such liabilities is asserted by such person in connection with the
offering of the Common Stock (other than for 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) 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of the issue.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

                 Not applicable.

ITEM 8.          EXHIBITS.

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

                 3.1              Certificate of Amendment to Third Restated
                                  Certificate of Incorporation of Registrant
                                  (filed as Exhibit 3.1 to the Registrant's
                                  Registration Statement on Form S-1 (File No.
                                  333-17729) (the "Initial Form S-1") and
                                  incorporated herein by reference).

                 3.2              Third Restated Certificate of Incorporation
                                  of Registrant (filed as Exhibit 3.2 to the
                                  Initial Form S-1 and incorporated herein by
                                  reference).

                 4.1              Form of Common Stock Certificate (filed as
                                  Exhibit 4.1 to the Initial Form S-1 and
                                  incorporated herein by reference).

                 5.1              Opinion of Hogan & Hartson L.L.P. regarding
                                  the legality of the securities being 
                                  registered.

                                     -18-
20
                 10.1             Form of Indemnification Agreement for
                                  officers and directors of CIENA Corporation
                                  (filed as Exhibit 10.1 to the Registrant's
                                  Initial Form S-1 and incorporated herein by
                                  reference).

                 10.2             Amended and Restated 1994 Stock Option Plan
                                  (filed as Exhibit 10.2 to the Initial Form
                                  S-1 and incorporated herein by reference).

                 10.3             Forms of Employee Stock Option Agreement
                                  (filed as Exhibit 10.3 to the Initial Form
                                  S-1 and incorporated herein by reference).

                 10.4             1996 Outside Directors Stock Option Plan
                                  (filed as Exhibit 10.4 to the Initial Form
                                  S-1 and incorporated herein by reference).

                 10.5             Forms of 1996 Outside Directors Stock Option
                                  Agreement (filed as Exhibit 10.5 to the
                                  Initial Form S-1 and incorporated herein by
                                  reference).

                 10.6             Form of Amendment No. 1 to Indemnification
                                  Agreement for officers and directors of CIENA
                                  Corporation.

                 23.1             Consent of Price Waterhouse LLP.

                 23.2             Consent of Hogan & Hartson L.L.P. (included
                                  in their opinion filed as Exhibit 5.1 hereto).

                 24.1             Power of Attorney (included on signature 
                                  page).

                 99.2             Section 145 of the Delaware General
                                  Corporation Law.

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;

                                  (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 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;

                                     -19-
21
                                  (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 Registration Statement is on Form S-3 or
                 Form S-8, and the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed by the Registrant pursuant to Section
                 13 or Section 15(d) of the Exchange Act that are incorporated
                 by reference in the Registration Statement.

                 (b)      That, for the purpose of determining any liability
                 under the Securities Act, 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.

                 The undertaking concerning indemnification is set forth under 
the response to Item 6.

                                     -20-
22
                                   SIGNATURES

               Pursuant to the requirements of the Securities Act, 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 Savage, State of Maryland, on May 14, 1997.

                                      CIENA CORPORATION
                                      
                                      By:        /s/ Patrick H. Nettles        
                                            -----------------------------------
                                            Patrick H. Nettles
                                            President, Chief Executive Officer

                               POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Patrick H.  Nettles, Joseph R. Chinnici
and G. Eric Georgatos, jointly and severally, each in his own capacity, as true
and lawful attorneys-in-fact, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement (including post-effective
amendments), any Registration Statement relating to this Registration Statement
under Rule 462, 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, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
SIGNATURE                                    TITLE                             DATE
                ---------                                    -----                             ----
/s/ Patrick H. Nettles                   President, Chief Executive Officer and         May 14, 1997
--------------------------------------      Director (Principal Executive Officer)                     
        Patrick H. Nettles                  

   /s/ Joseph R. Chinnici                      Vice President, Finance and Chief           May 14, 1997
--------------------------------------      Financial Officer (Principal Financial                     
        Joseph R. Chinnici                                 Officer)
-21-
23
/s/ Andrew C. Petrik                       Controller and Treasurer (Principal          May 14, 1997
--------------------------------------                Accounting Officer)                              
        Andrew C. Petrik                              

   /s/ Jon W. Bayless                                      Director                        May 14, 1997
--------------------------------------                                                                 
        Jon W. Bayless

   /s/ Harvey B. Cash                                      Director                        May 14, 1997
--------------------------------------                                                                 
        Harvey B. Cash

   /s/ Clifford W. Higgerson                               Director                        May 14, 1997
--------------------------------------                                                                 
        Clifford W. Higgerson

   /s/ Billy B. Oliver                                     Director                        May 14, 1997
--------------------------------------                                                                 
        Billy B. Oliver

   /s/ Michael J. Zak                                      Director                        May 14, 1997
--------------------------------------                                                                 
        Michael J. Zak

   /s/ David R. Huber, Ph.D.                               Director                        May 14, 1997
--------------------------------------                                                                 
        David R. Huber, Ph.D.
-22-
24
                                 EXHIBIT INDEX
Exhibit
Number                                     Description                                                Page
------                                     -----------                                                ----
3.1              Certificate of Amendment to Third Restated Certificate of Incorporation of
                 Registrant.                                                                            *

3.2              Third Restated Certificate of Incorporation of Registrant.                             *

4.1              Form of Common Stock Certificate.                                                      *

5.1              Opinion of Hogan & Hartson L.L.P. regarding the legality of the securities being
                 registered.                                                                            

10.1             Form of Indemnification Agreement for officers and directors of CIENA Corporation.     *

10.2             Amended and Restated 1994 Stock Option Plan.                                           *

10.3             Forms of Employee Stock Option Agreement.                                              *

10.4             1996 Outside Directors Stock Option Plan.                                              *

10.5             Forms of 1996 Outside Directors Stock Option Agreement.                                *

10.6             Form of Amendment No. 1 to Indemnification Agreement for officers and directors of
                 CIENA Corporation.

23.1             Consent of Price Waterhouse LLP.

23.2             Consent of Hogan & Hartson L.L.P. (included in their opinion filed as Exhibit 5.1
                 hereto).

24.1             Power of Attorney (included on signature page).

99.2             Section 145 of the Delaware General Corporation Law.
*incorporated by reference