SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549


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


                                  FORM 8-K


           CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934



Date of report (date of earliest event reported): May 21, 2001
                                                  (May 18, 2001)


                             McDATA Corporation
------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


        Delaware                         000-31257              84-1421844
------------------------------------------------------------------------------
(State or other Jurisdiction            (Commission           (IRS Employer
      of Incorporation)                  File Number)       Identification No.)


310 Interlocken Parkway, Broomfield, Colorado                     80021
------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


                               (303) 460-9200
------------------------------------------------------------------------------
                       Registrant's telephone number
                            including area code


                               Not Applicable
------------------------------------------------------------------------------
        Former Name or Former Address, if Changed Since Last Report








Item 5.           Other Events.

I.     Adoption of Rights Plan
       -----------------------

          On May 18, 2001, the Board of Directors of McDATA Corporation
(the "Company") declared a dividend distribution of one Right for each
outstanding share of Class A common stock, par value $0.01 per share
("Class A Common Stock"), and for each outstanding share of Class B common
stock, par value $0.01 per share ("Class B Common Stock" and together with
Class A Common Stock, "Common Stock") to stockholders of record of each
such class at the close of business on June 5, 2001 (the "Record Date").
Each Right entitles the registered holder to purchase from the Company a
unit consisting of one ten-thousandth of a share (a "Unit") of Series A
Junior Participating Preferred Stock, par value $0.01 per share (the
"Series A Preferred Stock"), at a purchase price of $200 per Unit, subject
to adjustment. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and The Bank
of New York, N.A., as Rights Agent.

          Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of shares
of Common Stock representing 15% or more of the aggregate number of votes
entitled to be cast by all shares of Common Stock then outstanding (the
"Stock Acquisition Date"), other than as a result of repurchases of stock
by the Company or certain inadvertent actions by institutional or certain
other stockholders or (ii) 10 business days (or such later date as the
Board shall determine) following the commencement of a tender offer or
exchange offer that would result in a person or group becoming an Acquiring
Person. Until the Distribution Date, (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred with and only with
such Common Stock certificates, (ii) new Common Stock certificates issued
after the Record Date will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender or transfer of any
certificates for Common Stock outstanding will also constitute the transfer
of the Rights associated with the Common Stock represented by such
certificate. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised
so that only whole shares of Preferred Stock will be issued.

          The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on June 5, 2011, unless such
date is extended or the Rights are earlier redeemed or exchanged by the
Company as described below.

          If there were to be a Distribution Date, Rights Certificates will
be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date, and thereafter the separate Rights
Certificates alone will represent the Rights. Except as otherwise
determined by the Board, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.

          In the event that a person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair and not inadequate and to
otherwise be in the best interests of the Company and its stockholders,
after receiving advice from one or more investment banking firms (a
"Qualified Offer"), each holder of a Right will thereafter have the right
to receive, upon exercise, shares of Class B Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
value equal to two times the exercise price of the Right. Notwithstanding
any of the foregoing, following the occurrence of the event set forth in
this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of the event set forth above until such time as
the Rights are no longer redeemable by the Company as set forth below.

          For example, at an exercise price of $200 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $400 worth of Class B Common Stock (or other consideration, as
noted above) for $200. Assuming that the Class B Common Stock had a per
share value of $40 at such time, the holder of each valid Right would be
entitled to purchase 10 shares of Class B Common Stock for $200.

          In the event that, at any time following the Stock Acquisition
Date, (i) the Company engages in a merger or other business combination
transaction in which the Company is not the surviving corporation (other
than with an entity which acquired the shares pursuant to a Qualified
Offer), (ii) the Company engages in a merger or other business combination
transaction in which the Company is the surviving corporation and the
Common Stock of the Company is changed or exchanged, or (iii) 50% or more
of the Company's assets, cash flow or earning power is sold or transferred,
each holder of a Right (except Rights which have previously been voided as
set forth above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
exercise price of the Right. The events set forth in this paragraph and in
the second preceding paragraph are referred to as the "Triggering Events."

          At any time after a person becomes an Acquiring Person and prior
to the acquisition by such person or group of shares of Common Stock
representing fifty percent (50%) or more of the aggregate number of votes
entitled to be cast by all shares of Common Stock then outstanding, the
Board may exchange the Rights (other than Rights owned by such person or
group which have become void), in whole or in part, at an exchange ratio of
one share of Class B Common Stock, or one ten-thousandth of a share of
Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per
Right (subject to adjustment).

          At any time until 10 days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$0.01 per Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board). Immediately upon the action of the Board
ordering redemption of the Rights, the Rights will terminate and the only
right of the holders of Rights will be to receive the $0.01 redemption
price.

          Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for shares
of Class B Common Stock (or other consideration) of the Company or for
common stock of the acquiring company or in the event of the redemption of
the Rights as set forth above.

          Any of the provisions of the Rights Agreement may be amended by
the Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to
cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights, or to shorten or lengthen any time period
under the Rights Agreement. The foregoing notwithstanding, no amendment may
be made at such time as the Rights are not redeemable.

          The Rights Agreement, dated as of May 18, 2001, between the
Company and The Bank of New York, N.A., as Rights Agent, specifying the
terms of the Rights and including the form of the Certificate of
Designation, Preferences and Rights, and the press release announcing the
declaration of the Rights are incorporated herein by reference. The
foregoing description of the Rights and the descriptions of the Rights
Agreement and the Rights set forth in such press release are qualified in
their entirety by reference to the full text of the Rights Agreement.





Item 7.     Financial Statements and Exhibits.
            ---------------------------------

 4          Rights Agreement, dated as of May 18, 2001, between
            McDATA Corporation and The Bank of New York, N.A., as
            Rights Agent, including all exhibits thereto,
            incorporated herein by reference to Exhibit 1 to the
            Company's Registration Statement on Form 8-A dated May
            21, 2001.

 20(a)      Press Release of the Company dated May 18, 2001,
            incorporated herein by reference to Exhibit 2 to the
            Company's Registration Statement on Form 8-A dated May
            21, 2001.








                                 SIGNATURE


          Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereto duly authorized.


                                     MCDATA CORPORATION



Date:  May 21, 2001                  By: /s/ Thomas O. McGimpsey
                                        -------------------------------------
                                        Name:  Thomas O. McGimpsey
                                        Title: Vice President, General
                                               Counsel and Secretary







                               EXHIBIT INDEX


Exhibit         Description
-------         -----------

4               Rights Agreement, dated as of May 18, 2001, between McDATA
                Corporation and The Bank of New York, N.A., as Rights Agent,
                including all exhibits thereto, incorporated herein by
                reference to Exhibit 1 to the Company's Registration
                Statement on Form 8-A dated May 21, 2001.

20(a)           Press Release of the Company dated May 18, 2001, incorporated
                herein by reference to Exhibit 2 to the Company's
                Registration Statement on Form 8-A dated May 21, 2001.
[{"type": "8-K", "sequence": "1", "filename": "s203985.txt", "description": "8-K", "secsgml_size_bytes": 12475}]
{"company-data": {"conformed-name": "MCDATA CORP", "cik": "0000731502", "assigned-sic": "3669", "irs-number": "841421844", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-31257", "film-number": "1645044"}, "business-address": {"street1": "310 INTERLOCKEN PARKWAY", "city": "BROOMFIELD", "state": "CO", "zip": "80021", "phone": "3034609200"}, "mail-address": {"street1": "310 INTERLOCKEN PARKWAY", "city": "BROOMFIELD", "state": "CO", "zip": "80021"}}
SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

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

                                  FORM 8-K

           CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): May 21, 2001
                                                  (May 18, 2001)

                             McDATA Corporation
------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

        Delaware                         000-31257              84-1421844
------------------------------------------------------------------------------
(State or other Jurisdiction            (Commission           (IRS Employer
      of Incorporation)                  File Number)       Identification No.)

310 Interlocken Parkway, Broomfield, Colorado                     80021
------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

                               (303) 460-9200
------------------------------------------------------------------------------
                       Registrant's telephone number
                            including area code

                               Not Applicable
------------------------------------------------------------------------------
        Former Name or Former Address, if Changed Since Last Report

Item 5.           Other Events.

I.     Adoption of Rights Plan
       -----------------------

          On May 18, 2001, the Board of Directors of McDATA Corporation
(the "Company") declared a dividend distribution of one Right for each
outstanding share of Class A common stock, par value $0.01 per share
("Class A Common Stock"), and for each outstanding share of Class B common
stock, par value $0.01 per share ("Class B Common Stock" and together with
Class A Common Stock, "Common Stock") to stockholders of record of each
such class at the close of business on June 5, 2001 (the "Record Date").
Each Right entitles the registered holder to purchase from the Company a
unit consisting of one ten-thousandth of a share (a "Unit") of Series A
Junior Participating Preferred Stock, par value $0.01 per share (the
"Series A Preferred Stock"), at a purchase price of $200 per Unit, subject
to adjustment. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and The Bank
of New York, N.A., as Rights Agent.

          Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of shares
of Common Stock representing 15% or more of the aggregate number of votes
entitled to be cast by all shares of Common Stock then outstanding (the
"Stock Acquisition Date"), other than as a result of repurchases of stock
by the Company or certain inadvertent actions by institutional or certain
other stockholders or (ii) 10 business days (or such later date as the
Board shall determine) following the commencement of a tender offer or
exchange offer that would result in a person or group becoming an Acquiring
Person. Until the Distribution Date, (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred with and only with
such Common Stock certificates, (ii) new Common Stock certificates issued
after the Record Date will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender or transfer of any
certificates for Common Stock outstanding will also constitute the transfer
of the Rights associated with the Common Stock represented by such
certificate. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised
so that only whole shares of Preferred Stock will be issued.

          The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on June 5, 2011, unless such
date is extended or the Rights are earlier redeemed or exchanged by the
Company as described below.

          If there were to be a Distribution Date, Rights Certificates will
be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date, and thereafter the separate Rights
Certificates alone will represent the Rights. Except as otherwise
determined by the Board, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.

          In the event that a person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair and not inadequate and to
otherwise be in the best interests of the Company and its stockholders,
after receiving advice from one or more investment banking firms (a
"Qualified Offer"), each holder of a Right will thereafter have the right
to receive, upon exercise, shares of Class B Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
value equal to two times the exercise price of the Right. Notwithstanding
any of the foregoing, following the occurrence of the event set forth in
this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of the event set forth above until such time as
the Rights are no longer redeemable by the Company as set forth below.

          For example, at an exercise price of $200 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $400 worth of Class B Common Stock (or other consideration, as
noted above) for $200. Assuming that the Class B Common Stock had a per
share value of $40 at such time, the holder of each valid Right would be
entitled to purchase 10 shares of Class B Common Stock for $200.

          In the event that, at any time following the Stock Acquisition
Date, (i) the Company engages in a merger or other business combination
transaction in which the Company is not the surviving corporation (other
than with an entity which acquired the shares pursuant to a Qualified
Offer), (ii) the Company engages in a merger or other business combination
transaction in which the Company is the surviving corporation and the
Common Stock of the Company is changed or exchanged, or (iii) 50% or more
of the Company's assets, cash flow or earning power is sold or transferred,
each holder of a Right (except Rights which have previously been voided as
set forth above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
exercise price of the Right. The events set forth in this paragraph and in
the second preceding paragraph are referred to as the "Triggering Events."

          At any time after a person becomes an Acquiring Person and prior
to the acquisition by such person or group of shares of Common Stock
representing fifty percent (50%) or more of the aggregate number of votes
entitled to be cast by all shares of Common Stock then outstanding, the
Board may exchange the Rights (other than Rights owned by such person or
group which have become void), in whole or in part, at an exchange ratio of
one share of Class B Common Stock, or one ten-thousandth of a share of
Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per
Right (subject to adjustment).

          At any time until 10 days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$0.01 per Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board). Immediately upon the action of the Board
ordering redemption of the Rights, the Rights will terminate and the only
right of the holders of Rights will be to receive the $0.01 redemption
price.

          Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for shares
of Class B Common Stock (or other consideration) of the Company or for
common stock of the acquiring company or in the event of the redemption of
the Rights as set forth above.

          Any of the provisions of the Rights Agreement may be amended by
the Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to
cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights, or to shorten or lengthen any time period
under the Rights Agreement. The foregoing notwithstanding, no amendment may
be made at such time as the Rights are not redeemable.

          The Rights Agreement, dated as of May 18, 2001, between the
Company and The Bank of New York, N.A., as Rights Agent, specifying the
terms of the Rights and including the form of the Certificate of
Designation, Preferences and Rights, and the press release announcing the
declaration of the Rights are incorporated herein by reference. The
foregoing description of the Rights and the descriptions of the Rights
Agreement and the Rights set forth in such press release are qualified in
their entirety by reference to the full text of the Rights Agreement.

Item 7.     Financial Statements and Exhibits.
            ---------------------------------

 4          Rights Agreement, dated as of May 18, 2001, between
            McDATA Corporation and The Bank of New York, N.A., as
            Rights Agent, including all exhibits thereto,
            incorporated herein by reference to Exhibit 1 to the
            Company's Registration Statement on Form 8-A dated May
            21, 2001.

 20(a)      Press Release of the Company dated May 18, 2001,
            incorporated herein by reference to Exhibit 2 to the
            Company's Registration Statement on Form 8-A dated May
            21, 2001.

                                 SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereto duly authorized.

                                     MCDATA CORPORATION

Date:  May 21, 2001                  By: /s/ Thomas O. McGimpsey
                                        -------------------------------------
                                        Name:  Thomas O. McGimpsey
                                        Title: Vice President, General
                                               Counsel and Secretary

                               EXHIBIT INDEX

Exhibit         Description
-------         -----------

4               Rights Agreement, dated as of May 18, 2001, between McDATA
                Corporation and The Bank of New York, N.A., as Rights Agent,
                including all exhibits thereto, incorporated herein by
                reference to Exhibit 1 to the Company's Registration
                Statement on Form 8-A dated May 21, 2001.

20(a)           Press Release of the Company dated May 18, 2001, incorporated
                herein by reference to Exhibit 2 to the Company's
                Registration Statement on Form 8-A dated May 21, 2001.