<PAGE>
        As filed with the Securities and Exchange Commission on October 30, 2001
                                                    Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                      BROCADE COMMUNICATIONS SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                     77-0409517
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                     Identification Number)

                              1745 Technology Drive
                           San Jose, California 95110
                                 (408) 487-8000
       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)


                        1999 EMPLOYEE STOCK PURCHASE PLAN
                                 1999 STOCK PLAN

                            (Full title of the plans)

                                 Antonio Canova
                             Chief Financial Officer
                      BROCADE COMMUNICATIONS SYSTEMS, INC.
                              1745 Technology Drive
                           San Jose, California 95110
          (Telephone number, including area code, of agent for service)
                                 (408) 487-8000

                                    Copy to:

                            Katharine A. Martin, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300



================================================================================
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                    AMOUNT            PROPOSED MAXIMUM       PROPOSED MAXIMUM
        TITLE OF SECURITIES TO                      TO BE              OFFERING PRICE       AGGREGATE OFFERING       AMOUNT OF
            BE REGISTERED                        REGISTERED (1)          PER SHARE                PRICE           REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                    <C>                 <C>                    <C>
Common Stock to be issued under the 1999           11,498,436               $24.075           $276,824,846.70        $69,206.21
Stock Plan (2)
Common Stock to be issued under the 1999            5,749,218             $20.46375           $117,650,559.85        $29,412.64
Employee Stock Purchase Plan (2)

                                      TOTAL:       17,247,654                                 $394,475,406.55        $98,618.85



</TABLE>
------------------

(1)  Amount of securities to be registered computed in accordance with Rule
     457(h) promulgated under the Securities Act of 1933, as the maximum number
     of the Registrant's Common Stock issuable under the 1999 Employee Stock
     Purchase Plan and the 1999 Stock Plan. This Registration Statement shall
     also cover any additional shares of Registrant's Common Stock that become
     issuable under the 1999 Stock Plan and the 1999 Employee Stock Purchase
     Plan (each a "Plan", and together the "Plans") by reason of any stock
     dividend, stock split, recapitalization or any other similar transaction
     effected without the Registrant's receipt of consideration that results in
     an increase in the number of the Registrant's outstanding shares of Common
     Stock.

(2)  The Proposed Maximum Offering Price Per Share and Proposed Maximum
     Aggregate Offering Price are estimated in accordance with Rule 457(h)
     promulgated under the Securities Act of 1933 solely for the purpose of
     calculating the amount of registration fee based on the average of the high
     and low prices per share of the Common Stock as reported on the Nasdaq
     National Market on October 23, 2001.
<PAGE>

                      BROCADE COMMUNICATIONS SYSTEMS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INFORMATION INCORPORATED BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

         1. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated March 19, 1999, filed
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and any further amendment or report filed hereafter for the purpose of
updating such description.

         2. The Registrant's Annual Report on Form 10-K for the fiscal year
ended October 28, 2000.

         3. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended January 27, 2001.

         4. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 28, 2001.

         5. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 28, 2001.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Larry W. Sonsini, a director of the Registrant, is a member of Wilson
Sonsini Goodrich & Rosati, which has given an opinion upon the validity of the
securities being registered by this Registration Statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "[a] corporation shall have power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person


<PAGE>

acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful." With respect to derivative actions, Section 145(b) of the
DGCL provides in relevant part that "[a] corporation shall have power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor...[by reason of the person's
service in one of the capacities specified in the preceding sentence] against
expenses (including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or suit if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper."

         The Registrant's Amended and Restated Certificate of Incorporation
provides that to the fullest extent permitted by the DGCL, no director of the
Registrant shall be personally liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director. The Restated
Certificate of Incorporation also provides that no amendment or repeal of such
provision shall apply to or have any effect on the right to indemnification
permitted thereunder with respect to claims arising from acts or omissions
occurring in whole or in part before the effective date of such amendment or
repeal whether asserted before or after such amendment or repeal.

         The Registrant's bylaws provide for the indemnification of officers,
directors and third parties acting on behalf of the Registrant if such person
acted in good faith and in a manner reasonably believed to be in and not opposed
to the best interest of the Registrant, and, with respect to any criminal action
or proceeding, the indemnified party had no reason to believe his or her conduct
was unlawful. The Registrant has entered into indemnification agreements with
its directors and executive officers and intends to enter into indemnification
agreements with any new directors and executive officers in the future.

         The Registrant carries officer and director liability insurance with
respect to certain matters, including matters arising under the Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

<TABLE>
Exhibit
Number     Description
-------    -----------
<S>        <C>
4.1*       1999 Stock Plan
4.2*       1999 Employee Stock Purchase Plan
5.1        Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1       Consent of Arthur Andersen, LLP, Independent Public Accountants
23.2       Consent of Counsel (contained in Exhibit 5.1)
24.1       Power of Attorney (see page 6)
</TABLE>

*Incorporated by reference to the Registrant's Registration Statement on Form
S-8 (Commission File No. 333-95653) filed January 28, 2000.
<PAGE>
ITEM 9. UNDERTAKINGS.

A) The undersigned registrant hereby undertakes:

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

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

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

B)   The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, 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.

C)   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 Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 San Jose, State of California, on October 30, 2001.



                         BROCADE COMMUNICATIONS SYSTEMS, INC.


                         By: /s/ Antonio Canova
                             --------------------------------------------------
                             Antonio Canova
                             Vice President, Finance and Chief Financial Officer




<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory L. Reyes and Antonio Canova, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form
S-8 and to perform any acts necessary in order to file such amendments, and each
of the undersigned does hereby ratify and confirm all that said attorneys and
agents, or their or his substitutes, shall 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.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on October 30, 2001 by the following persons in the
capacities indicated.

<TABLE>
<CAPTION>
                SIGNATURE                                            TITLE
<S>                                              <C>
/s/ Gregory L. Reyes                             Chairman of the Board and Chief Executive Officer
----------------------------------------         (Principal Executive Officer)
Gregory L. Reyes


/s/ Antonio Canova                               Vice President, Finance and Chief Financial Officer
----------------------------------------         (Principal Financial and Accounting Officer)
Antonio Canova


/s/ Neal Dempsey
----------------------------------------         Director
Neal Dempsey


/s/ Mark Leslie
----------------------------------------         Director
Mark Leslie


/s/ Seth Neiman
----------------------------------------         Director
Seth Neiman


/s/ Larry W. Sonsini
----------------------------------------         Director
Larry W. Sonsini
</TABLE>



<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
Exhibit
Number     Description
-------    -----------
<S>        <C>
4.1*       1999 Stock Plan
4.2*       1999 Employee Stock Purchase Plan
5.1        Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1       Consent of Arthur Andersen, LLP, Independent Public Accountants
23.2       Consent of Counsel (contained in Exhibit 5.1)
24.1       Power of Attorney (see page 6)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f76530ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17403}]
{"company-data": {"conformed-name": "BROCADE COMMUNICATIONS SYSTEMS INC", "cik": "0001009626", "assigned-sic": "3576", "irs-number": "770409517", "state-of-incorporation": "DE", "fiscal-year-end": "1028"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72480", "film-number": "1770412"}, "business-address": {"street1": "1901 GUADALUPE PARKWAY", "street2": "SUITE E", "city": "SAN JOSE", "state": "CA", "zip": "95131"}, "mail-address": {"street1": "1901 GUADALUPE PARKWAY", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
As filed with the Securities and Exchange Commission on October 30, 2001
                                                    Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                      BROCADE COMMUNICATIONS SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                     77-0409517
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                     Identification Number)

                              1745 Technology Drive
                           San Jose, California 95110
                                 (408) 487-8000
       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                                 1999 STOCK PLAN

                            (Full title of the plans)

                                 Antonio Canova
                             Chief Financial Officer
                      BROCADE COMMUNICATIONS SYSTEMS, INC.
                              1745 Technology Drive
                           San Jose, California 95110
          (Telephone number, including area code, of agent for service)
                                 (408) 487-8000

                                    Copy to:

                            Katharine A. Martin, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300

================================================================================
------------------------------------------------------------------------------------------------------------------------------------
                                                    AMOUNT            PROPOSED MAXIMUM       PROPOSED MAXIMUM
        TITLE OF SECURITIES TO                      TO BE              OFFERING PRICE       AGGREGATE OFFERING       AMOUNT OF
            BE REGISTERED                        REGISTERED (1)          PER SHARE                PRICE           REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock to be issued under the 1999           11,498,436               $24.075           $276,824,846.70        $69,206.21
Stock Plan (2)
Common Stock to be issued under the 1999            5,749,218             $20.46375           $117,650,559.85        $29,412.64
Employee Stock Purchase Plan (2)

                                      TOTAL:       17,247,654                                 $394,475,406.55        $98,618.85
------------------

(1)  Amount of securities to be registered computed in accordance with Rule
     457(h) promulgated under the Securities Act of 1933, as the maximum number
     of the Registrant's Common Stock issuable under the 1999 Employee Stock
     Purchase Plan and the 1999 Stock Plan. This Registration Statement shall
     also cover any additional shares of Registrant's Common Stock that become
     issuable under the 1999 Stock Plan and the 1999 Employee Stock Purchase
     Plan (each a "Plan", and together the "Plans") by reason of any stock
     dividend, stock split, recapitalization or any other similar transaction
     effected without the Registrant's receipt of consideration that results in
     an increase in the number of the Registrant's outstanding shares of Common
     Stock.

(2)  The Proposed Maximum Offering Price Per Share and Proposed Maximum
     Aggregate Offering Price are estimated in accordance with Rule 457(h)
     promulgated under the Securities Act of 1933 solely for the purpose of
     calculating the amount of registration fee based on the average of the high
     and low prices per share of the Common Stock as reported on the Nasdaq
     National Market on October 23, 2001.
BROCADE COMMUNICATIONS SYSTEMS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INFORMATION INCORPORATED BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

         1. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated March 19, 1999, filed
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and any further amendment or report filed hereafter for the purpose of
updating such description.

         2. The Registrant's Annual Report on Form 10-K for the fiscal year
ended October 28, 2000.

         3. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended January 27, 2001.

         4. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 28, 2001.

         5. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 28, 2001.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Larry W. Sonsini, a director of the Registrant, is a member of Wilson
Sonsini Goodrich & Rosati, which has given an opinion upon the validity of the
securities being registered by this Registration Statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "[a] corporation shall have power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful." With respect to derivative actions, Section 145(b) of the
DGCL provides in relevant part that "[a] corporation shall have power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor...[by reason of the person's
service in one of the capacities specified in the preceding sentence] against
expenses (including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or suit if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper."

         The Registrant's Amended and Restated Certificate of Incorporation
provides that to the fullest extent permitted by the DGCL, no director of the
Registrant shall be personally liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director. The Restated
Certificate of Incorporation also provides that no amendment or repeal of such
provision shall apply to or have any effect on the right to indemnification
permitted thereunder with respect to claims arising from acts or omissions
occurring in whole or in part before the effective date of such amendment or
repeal whether asserted before or after such amendment or repeal.

         The Registrant's bylaws provide for the indemnification of officers,
directors and third parties acting on behalf of the Registrant if such person
acted in good faith and in a manner reasonably believed to be in and not opposed
to the best interest of the Registrant, and, with respect to any criminal action
or proceeding, the indemnified party had no reason to believe his or her conduct
was unlawful. The Registrant has entered into indemnification agreements with
its directors and executive officers and intends to enter into indemnification
agreements with any new directors and executive officers in the future.

         The Registrant carries officer and director liability insurance with
respect to certain matters, including matters arising under the Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number     Description
-------    -----------
4.1*       1999 Stock Plan
4.2*       1999 Employee Stock Purchase Plan
5.1        Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1       Consent of Arthur Andersen, LLP, Independent Public Accountants
23.2       Consent of Counsel (contained in Exhibit 5.1)
24.1       Power of Attorney (see page 6)
*Incorporated by reference to the Registrant's Registration Statement on Form
S-8 (Commission File No. 333-95653) filed January 28, 2000.
ITEM 9. UNDERTAKINGS.

A) The undersigned registrant hereby undertakes:

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

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

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

B)   The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, 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.

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

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 San Jose, State of California, on October 30, 2001.

                         BROCADE COMMUNICATIONS SYSTEMS, INC.

                         By: /s/ Antonio Canova
                             --------------------------------------------------
                             Antonio Canova
                             Vice President, Finance and Chief Financial Officer
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory L. Reyes and Antonio Canova, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form
S-8 and to perform any acts necessary in order to file such amendments, and each
of the undersigned does hereby ratify and confirm all that said attorneys and
agents, or their or his substitutes, shall 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.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on October 30, 2001 by the following persons in the
capacities indicated.
SIGNATURE                                            TITLE
/s/ Gregory L. Reyes                             Chairman of the Board and Chief Executive Officer
----------------------------------------         (Principal Executive Officer)
Gregory L. Reyes

/s/ Antonio Canova                               Vice President, Finance and Chief Financial Officer
----------------------------------------         (Principal Financial and Accounting Officer)
Antonio Canova

/s/ Neal Dempsey
----------------------------------------         Director
Neal Dempsey

/s/ Mark Leslie
----------------------------------------         Director
Mark Leslie

/s/ Seth Neiman
----------------------------------------         Director
Seth Neiman

/s/ Larry W. Sonsini
----------------------------------------         Director
Larry W. Sonsini
INDEX TO EXHIBITS

Exhibit
Number     Description
-------    -----------
4.1*       1999 Stock Plan
4.2*       1999 Employee Stock Purchase Plan
5.1        Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1       Consent of Arthur Andersen, LLP, Independent Public Accountants
23.2       Consent of Counsel (contained in Exhibit 5.1)
24.1       Power of Attorney (see page 6)