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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-K/A

(Mark One)

|  |  |                                                                                        
|- |  | ---------------------------------------------------------------------------------------
|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIESEXCHANGE ACT OF 1934    
|  |  | For the Fiscal Year Ended April 30, 2003                                               
|  |  |                                                                                        
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIESEXCHANGE ACT OF 1934
|  |  | For the transition period from  to                                                     
|  |  |                                                                                        
|  |  | Commission File Number: 0-30869                                                        

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

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 36-4360035                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|7444 West Wilson Avenue                                        |  |                                     
|Chicago, Illinois                                              |  | 60706                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (708) 867-9600

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: $.01 par value Common Stock
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes ü No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act). Yes ü No

The aggregate market value of the $.01 par value common stock held by
non-affiliates of the registrant on October 31, 2002, based upon the closing
sale price on that date as reported in The Wall Street Journal was
approximately $39,255,166.

The registrant had 7,353,319 shares of $.01 par value common stock outstanding
as of July 23, 2003.





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TABLE OF CONTENTS



|                                                                                                         |  |  |  |  |  |  |  | 
|-------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|PART III                                                                                                
|Item 10. Directors and Executive Officers of the Registrant                                             
|Item 11. Executive Compensation                                                                         
|Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters
|Item 13. Certain Relationships and Related Transactions                                                 
|Item 14. Controls and Procedures                                                                        



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TABLE OF CONTENTS

|         |  |                                                                |  |     
|-------- |  | -------------------------------------------------------------- |  | ----
|Section  |  |                                                                |  | Page
|         |  |                                                                |  |     
|PART III |  |                                                                |  |     
|Item 10. |  | Directors and Executive Offices of the Registrant              |  | 1   
|Item 11. |  | Executive Compensation                                         |  | 3   
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management |  | 10  
|Item 13. |  | Certain Relationships and Related Transactions                 |  | 12  
|Item 14. |  | Controls and Procedures                                        |  | 12  























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EXPLANATORY NOTE:This Amendment to Form 10-K of Stratos Lightwave, Inc.
(Stratos) is being filed to include information required by Part III of Form
10-K. This information is normally incorporated by reference from Stratos
definitive proxy statement for its annual stockholders meeting. Since the
definitive proxy statement for Stratos 2003 annual stockholders meeting will
not be filed with the Securities and Exchange Commission within 120 days after
Stratos fiscal year end, such information may not be incorporated by reference
and is included herein.




PART III




Item 10. Directors and Executive Officers of the Registrant

Board of Directors

The Stratos board of directors is divided into three classes serving
staggered three-year terms. Directors for each class are elected at the annual
meeting of shareholders held in the year in which the term for their class
expires. Set forth below is a list of the names, ages and principal occupation
of our directors.

Directors Whose Terms Expire in 2003

|                  |  |     |    |  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----------------- |  | --- | -- |  | -------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |  | Age |    |  | Principal Occupation
|                  |  |     |    |  |                     
|Brian J. Jackman  |  |     | 62 |  |                      | Mr. Jackman has been a director of Stratos
since June 2000. Mr. Jackman is a member of
the Stratos compensation committee and audit
committee. Mr. Jackman served as President of
Global Systems and Technologies of Tellabs,
Inc. from 1998 and Executive Vice President of
Tellabs from 1990, until his retirement in
September 2001. Mr. Jackman also served as a
director of Tellabs, Inc. from 1993 until April
2002. From 1993 to 1998, Mr. Jackman served as
President of Tellabs Operations, Inc. Mr.
Jackman is also a director of PCTEL, Inc. and
Opentext Incorporated.
|                  |  |     |    |  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|James W. McGinley |  |     | 48 |  |                      | Mr. McGinley has served as a director of
Stratos since April 2000. Mr. McGinley has
been President and Chief Executive Officer of
Stratos since Stratos inception. Mr. McGinley
was President of Methode Electronics, Inc. from
August 1998 through June 2000, and has been a
director of Methode Electronics since 1993.
Mr. McGinley served as President of Methode
Electronics Optical Interconnect Products
Division from January 1995 through July 1998.                                                                                                                   

Directors Whose Terms Expire in 2004

|                  |  |     |    |  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------------- |  | --- | -- |  | -------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |  | Age |    |  | Principal Occupation
|                  |  |     |    |  |                     
|Michael P. Galvin |  |     | 51 |  |                      | Mr. Galvin has served as a director of
Stratos since June 2000. Mr. Galvin is a
member of the Stratos compensation
committee. Mr. Galvin has been President
of Galvin Enterprises, Inc. since 1992.
Galvin Enterprises manages a venture
capital portfolio of investments. From
1989 to 1992, Mr. Galvin served as
Assistant Secretary of Commerce for Export
Administration under the Bush
Administration. From 1978 to 1989, Mr.
Galvin was an attorney at the law firm of
Winston & Strawn, where he was elected a
corporate finance transactions partner.

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|                      |  |     |    |  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--------------------- |  | --- | -- |  | -------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  | Age |    |  | Principal Occupation
|                      |  |     |    |  |                     
|Charles Daniel Nelsen |  |     | 40 |  |                      | Mr. Nelsen has served as a director of
Stratos since June 2000. Mr. Nelsen is a
member of the Stratos audit committee. Mr.
Nelsen has been Director of Global Supply
Chain Strategy for Motorola Inc.s Global
Telecom Solutions Sector  GTSS since 2000.
From 1998 to 2000, Mr. Nelsen served as
Senior Manager, Supply Chain of A.T.
Kearney, an international consulting firm.
From 1994 to 1998, Mr. Nelsen held the
positions of Managing Associate, Senior
Associate and Associate at Coopers &
Lybrand Consulting.

Director Whose Term Expires in 2005

|                    |  |     |    |  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------------------- |  | --- | -- |  | -------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |  | Age |    |  | Principal Occupation
|                    |  |     |    |  |                     
|Edward J. OConnell |  |     | 51 |  |                      | Mr. OConnell has served as a director of
Stratos since June 2000. Mr. OConnell is a
member of the Stratos compensation committee
and audit committee. Mr. OConnell has been
Chief Financial Officer of Gardner, Carton &
Douglas, a provider of professional legal
services, since 2000. From 1999 to 2000, Mr.
OConnell served as Chief Financial Officer
of Hey Company, LLC, a company involved with
e-commerce. From 1998 to 1999, Mr. OConnell
served as the Senior Vice President of
Finance and Administration, Chief Financial
Officer and Secretary of ebix.com, a
software, consulting services and e-commerce
company. From 1995 to 1998, Mr. OConnell
served as Chief Operating Officer and Chief
Financial Officer for Keck, Mahin & Cate, a
provider of legal professional services.

Board Meetings and Committees

During Stratos 2003 fiscal year, the Stratos board of directors held ten
meetings. During that period, the Stratos audit committee held seven meetings
and the Stratos compensation committee held six meetings. Attendance at board
and committee meetings was at least 75% for each director. Stratos does not
have a standing nominating committee.

The members of the audit committee are Messrs. Jackman, Nelsen and
OConnell. The audit committee recommends the appointment of Stratos
independent auditors, reviews Stratos internal accounting procedures and
financial statements and consults with and reviews the services provided by
Stratos independent auditors, including the results and scope of their audit.
The Stratos board of directors and the audit committee believe the composition
of the audit committee satisfies the standards of the National Association of
Securities Dealers (NASD), including the requirement that the members of the
audit committee be independent within the meaning of the NASDs listing
standards. The audit committee has adopted a written charter.

The members of the compensation committee are Messrs. Galvin, Jackman and
OConnell. The compensation committee reviews and recommends to the Stratos
board of directors the compensation and benefits of all Stratos executive
officers and establishes and reviews general policies relating to compensation
and employee benefits. For additional information about the compensation
committee, see Report of the Compensation Committee on Executive Compensation
below.

Compensation of Directors

Non-employee directors receive an annual retainer of $18,000, plus an
attendance fee of $1,000 for each meeting of the Stratos board of directors at
which they are present. Committee chairs receive an additional annual retainer
of $3,000 and committee members receive an additional $500 for each committee
meeting attended. Stratos also reimburses directors for their reasonable
expenses incurred in attending meetings. Non-employee directors are also
eligible to receive stock options. However, the non-employee directors have
not been granted stock options since 2001. Directors who are employees of
Stratos do not receive any compensation for their services as directors.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires Stratos
executive officers and directors to file initial reports of ownership and
reports of changes in ownership with the SEC. Such persons are required by SEC
regulations to furnish us with copies of all Section 16(a) forms filed.

Based solely on a review of forms furnished to Stratos and written
representations from Stratos executive officers and directors, Stratos believes
that its executive officers and directors complied with all applicable filing
requirements.




Item 11. Executive Compensation

Summary Compensation Table

The following table sets forth compensation information for Stratos chief
executive officer and three other executive officers (the Named Officers).

|                                               |  |        |      |  |        |                     |         |           |                        |  |         |  |  |            |        |  |            |         |         |        |              |  |           |  |  |  |       | 
|---------------------------------------------- |  | ------ | ---- |  | ------ | ------------------- | ------- | --------- | ---------------------- |  | ------- |  |  | ---------- | ------ |  | ---------- | ------- | ------- | ------ | ------------ |  | --------- |  |  |  | ----- | 
|                                               |  |        |      |  |        | Annual Compensation |         |           | Long Term Compensation |  |         |  |  |           
|                                               |  |        |      |  |        |                     |         |           |                        |  |         |  |  |           
|                                               |  |        |      |  |        |                     |         |           |                        |  |         |  |  | Awards     |        |  | Payouts    |         |         |        |              | 
|                                               |  |        |      |  |        |                     |         |           |                        |  |         |  |  |            |        |  |            |         |         |        |              | 
|                                               |  |        |      |  |        |                     |         |           |                        |  |         |  |  | Restricted |        |  |            |         |         |        |              |  |           |  |  |  |      
|                                               |  |        |      |  |        |                     |         |           |                        |  |         |  |  | Stock      |        |  | Securities |         |         |        |              |  |           |  |  | 
|                                               |  |        |      |  |        |                     |         |           |                        |  |         |  |  |            |        |  | Underlying |         |         |        |              |  |           |  |  | 
|                                               |  |        |      |  |        |                     |         |           |                        |  |         |  |  |            |        |  | Options    |         |         |        |              |  |           |  |  | 
|                                               |  |        |      |  |        |                     |         |           |                        |  |         |  |  | Awards(2)  |        |  |            |         |         | LTIP   |              |  | All Other | 
|                                               |  | Fiscal |      |  | Salary |                     |         |           |                        |  |         |  |  |            |        |  |            | Payouts |         |        | Compensation | 
|Name and Position                              |  | Year   |      |  | ($)(1) |                     |         | Bonus ($) |                        |  |         |  |  |            |        |  | ($)(4)     |         |         | ($)(5) |             
|                                               |  |        |      |  |        |                     |         |           |                        |  |         |  |  |            |        |  |            |         |         |        |             
|James W. McGinley                              |  |        | 2003 |  |        |                     | 223,575 |           |                        |  |        |  |  |            | 18,000 |  |            |         | 160,000 | (3)    |              |  | 367,392   |  |  |  | 5,100 | 
|President and Chief                            |  |        | 2002 |  |        |                     | 218,400 |           |                        |  |        |  |  |            |       |  |            |         | 69,765  |        |              |  | 258,362   |  |  |  | 5,100 | 
|Executive Officer                              |  |        | 2001 |  |        |                     | 215,775 |           |                        |  | 301,988 |  |  |            |       |  |            |         | 172,944 |        |              |  | 76,612    |  |  |  | 5,100 | 
|                                               |  |        |      |  |        |                     |         |           |                        |  |         |  |  |            |        |  |            |         |         |        |              |  |           |  |  |  |       | 
|David A. Slack                                 |  |        | 2003 |  |        |                     | 152,404 |           |                        |  |        |  |  |            | 10,000 |  |            |         | 20,395  | (3)    |              |  | 77,645    |  |  |  | 4,491 | 
|Executive Vice President,                      |  |        | 2002 |  |        |                     | 137,550 |           |                        |  | 30,000  |  |  |            |       |  |            |         | 5,909   |        |              |  | 55,145    |  |  |  | 5,100 | 
|Finance and Chief                              |  |        | 2001 |  |        |                     | 137,544 |           |                        |  | 110,291 |  |  |            |       |  |            |         | 12,487  |        |              |  |          |  |  |  | 5,100 | 
|Financial Officer                              |  |        |      |  |        |                     |         |           |                        |  |         |  |  |            |        |  |            |         |         |        |              |  |           |  |  |  |       | 
|                                               |  |        |      |  |        |                     |         |           |                        |  |         |  |  |            |        |  |            |         |         |        |              |  |           |  |  |  |       | 
|Richard C.E. Durrant                           |  |        | 2003 |  |        |                     | 156,995 |           |                        |  | 23,661  |  |  |            | 10,000 |  |            |         | 12,289  | (3)    |              |  |          |  |  |  |      | 
|Executive Vice President,
Passive Subsystems * |  |        |      |  |        |                     |         |           |                        |  |         |  |  |            |        |  |            |         |         |        |              |  |           |  |  |  |       | 
|                                               |  |        |      |  |        |                     |         |           |                        |  |         |  |  |            |        |  |            |         |         |        |              |  |           |  |  |  |       | 
|Robert M. Scharf                               |  |        | 2003 |  |        |                     | 150,257 |           |                        |  |        |  |  |            | 10,000 |  |            |         | 11,441  | (3)    |              |  |          |  |  |  | 3,633 | 
|Executive Vice President,
Active Subsystems *  |  |        |      |  |        |                     |         |           |                        |  |         |  |  |            |        |  |            |         |         |        |              |  |           |  |  |  |       | 

* Elected as an executive officer in September 2002.

(1)  Includes a cash car allowance of $4,950 in 2003 and $3,900 for each of 2002 and 2001 for Mr. McGinley, $4,000 each for Messrs. Slack and Scharf in 2003 and $6,760 for Mr.
Durrant in 2003.

(2)  These shares of restricted stock were awarded pursuant to the Stratos 2000 Stock Plan. Of the 18,000 shares of restricted stock granted to Mr. McGinley, 15,000 shares vest
on September 20, 2004 and 3,000 shares vest on December 13, 2004. The restricted stock awards to Messrs. Slack, Durrant and Scharf vest on September 20, 2004.

(3)  These stock options were issued pursuant to the Stratos option exchange program. See  Option Grants in Fiscal Year 2003 and   Option Exchange Program below for
additional details.

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(4)  All LTIP payments in 2003 and a portion of the LTIP payouts in 2002 represent amounts paid pursuant to the Stratos Longevity Contingent Bonus Plan. The Stratos Longevity
Contingent Bonus Plan is designed to reward continued service to Stratos. This plan awards officers and key management personnel a matching bonus equal to the amount of the
current quarterly bonus. This matching bonus is earned and payable over two years, provided the participant is still employed by Stratos and performance has been satisfactory.
If employment is terminated during the two-year period for any reason other than death, disability or retirement, or if employment performance is not satisfactory, the matching
bonus is forfeited. A portion of the LTIP payouts in 2002 and all LTIP payouts in 2001 represent amounts paid pursuant to the Methode Electronics, Inc. Longevity Contingent Bonus
Program. Stratos assumed the obligation to make these payments in connection with its separation from Methode Electronics in May 2000.

(5)  Represents amounts contributed by Stratos on behalf of the Named Officer to the Stratos 401(k) Savings Plan.

Option Grants in Fiscal Year 2003

The following table sets forth information on grants of options to
purchase Stratos common stock during the 2003 fiscal year to the Named
Officers.

|                     |  |                                       |         |     |                     |  |      |           |       |  |            |  |  |              |            |  |  |            |         | 
|-------------------- |  | ------------------------------------- | ------- | --- | ------------------- |  | ---- | --------- | ----- |  | ---------- |  |  | ------------ | ---------- |  |  | ---------- | ------- | 
|                     |  |                                       |         |     |                     |  |      |           |       |  |            |  |  |              |            |  |  | Grant Date |        
|                     |  | Individual Grants in Fiscal Year 2003 |         |     |                     |  |      |           | Value | 
|                     |  |                                       |         |     |                     |  |      |           |       | 
|                     |  |                                       |         |     | % of Total          |  |      |           |       |  |            |  |  |              |            |  |  |           
|                     |  | Number of                             |         |     | Options             |  |      |           |       |  |            |  |  |              |            |  |  |           
|                     |  | Securities                            |         |     | Granted to          |  |      | Exercise  |       |  |            |  |  |              | Grant Date | 
|                     |  | Underlying Options                    |         |     | Employees In Fiscal |  |      | Price     |       |  | Expiration |  |  | Present      |           
|Name                 |  | Granted (#)                           |         |     | Year (1)            |  |      | ($/Sh)(2) |       |  | Date       |  |  | Value ($)(3) |           
|                     |  |                                       |         |     |                     |  |      |           |       |  |            |  |  |              |           
|James W. McGinley    |  |                                       | 160,000 | (4) |                     |  | 28.7 | %         |       |  | 2.63       |  |  |              | 2/7/13     |  |  |            | 395,200 | 
|David A. Slack       |  |                                       | 20,395  | (4) |                     |  | 3.7  | %         |       |  | 2.63       |  |  |              | 2/7/13     |  |  |            | 50,376  | 
|Richard C.E. Durrant |  |                                       | 12,289  | (4) |                     |  | 2.2  | %         |       |  | 2.63       |  |  |              | 2/7/13     |  |  |            | 30,354  | 
|Robert M. Scharf     |  |                                       | 11,441  | (4) |                     |  | 2.1  | %         |       |  | 2.63       |  |  |              | 2/7/13     |  |  |            | 28,259  | 

(1) Based on 557,905 options granted to all employees.

(2)  The closing price for Stratos common stock on the date of grant.

(3)  The estimated grant date present value reflected in the above table is
determined using the Black-Scholes model. The material assumptions and
adjustments incorporated in the Black-Scholes model include the following: an
option term of 7 years; interest rate of 5.0%, representing the interest rates
on U.S. Treasury securities on the date of grant with maturity dates
corresponding to the vesting of the options; and volatility of 124.8%. There
have been no reductions to reflect the probability of forfeiture due to
termination prior to vesting, or to reflect the probability of a shortened
option term due to termination of employment prior to the option expiration
date. The ultimate values of the options will depend on the future market
price of Stratos common stock, which cannot be forecasted with reasonable
accuracy. The actual value, if any, an optionee will realize upon exercise of
an option will depend on the excess of the market value of Stratos common stock
over the exercise price on the date the option is exercised.

(4)  These non-qualified stock options were issued pursuant to the Stratos
option exchange program. Each of these options was vested and exercisable on
the grant date as to 1/4th of the shares. As to the remaining shares, 1/6th of
these shares vest each three-month period after the grant date, so that it will
be fully vested and exercisable within 18 months. On death, disability or
retirement under specified conditions, these options become fully vested. See
 Option Exchange Program below for additional details.

Aggregated Option Exercises in Fiscal Year 2003 and Fiscal Year-End Option Values

The following table sets forth for each of the Named Officers the shares
acquired and the value realized on each exercise of stock options during the
fiscal year ended April 30, 2003 and the number and value of securities
underlying unexercised options held by the Named Officers at April 30, 2003.

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|                     |  |          |   |  |          |  |   |             |                        |                      |               |                         |                      |             |         |  |               |  |        |  |  |  |         | 
|-------------------- |  | -------- | - |  | -------- |  | - | ----------- | ---------------------- | -------------------- | ------------- | ----------------------- | -------------------- | ----------- | ------- |  | ------------- |  | ------ |  |  |  | ------- | 
|                     |  |          |   |  |          |  |   |             |                        | Number of Securities |               |                         | Value of Unexercised |            
|                     |  | Shares   |   |  |          |  |   |             | Underlying Unexercised |                      |               | In-the-Money Options at |                     
|                     |  | Acquired |   |  |          |  |   |             | Options at 4/30/03     |                      |               | 4/30/03($)(1)           |                     
|                     |  | on       |   |  | Value    |  |   |             |                        |                      |               |                        
|                     |  | Exercise |   |  | Realized |  |   |             |                        |                      |               |                         |                      |             |         |  |               |  |        |  |  | 
|Name                 |  | (#)      |   |  | ($)      |  |   | Exercisable |                        |                      | Unexercisable |                         |                      | Exercisable |         |  | Unexercisable | 
|                     |  |          |   |  |          |  |   |             |                        |                      |               |                         |                      |             |         |  |               | 
|James W. McGinley    |  |          | 0 |  |          |  | 0 |             |                        |                      | 52,500        |                         |                      |             | 147,500 |  |               |  | 69,200 |  |  |  | 207,600 | 
|David A. Slack       |  |          | 0 |  |          |  | 0 |             |                        |                      | 5,099         |                         |                      |             | 15,296  |  |               |  | 8,821  |  |  |  | 26,462  | 
|Richard C.E. Durrant |  |          | 0 |  |          |  | 0 |             |                        |                      | 3,072         |                         |                      |             | 9,217   |  |               |  | 5,315  |  |  |  | 15,945  | 
|Robert M. Scharf     |  |          | 0 |  |          |  | 0 |             |                        |                      | 2,860         |                         |                      |             | 8,581   |  |               |  | 4,948  |  |  |  | 14,845  | 

(1) Based upon a closing sale price per share of Stratos common stock of $4.36
on April 30, 2003.

Option Exchange Program

In July 2002, Stratos implemented a voluntary stock option exchange
program to address the increasing inability of existing options to serve as a
meaningful incentive for employees. Under the program, other than James W.
McGinley, the Stratos CEO, each employee who held outstanding options to
purchase shares of Stratos common stock was given the opportunity to exchange
those options for a new option for the same number of shares that would be
granted at least six months and one day after the completion of the option
exchange program. Mr. McGinley was able to exchange only a portion of his
eligible options due to limitations included in the Stratos 2000 Stock Plan.

On August 5, 2002, Stratos accepted for exchange and cancellation options
to purchase an aggregate of 617,515 shares of Stratos common stock. On
February 7, 2003, Stratos granted new options to purchase an aggregate of
545,993 shares of Stratos common stock to replace the options that had been
tendered and cancelled under the option exchange program. The exercise price
per share for the new options was $2.63, the last reported trading price of the
Stratos common stock on the grant date.

Each new option granted under the option exchange program was vested and
exercisable on the new grant date as to 1/4th of the shares subject to the new
option. Each new option granted in exchange for a new hire grant made on or
after January 1, 2002 vests as to 1/14th of the remaining shares subject to the
new option each three-month period after the new grant date so that it will be
fully vested and exercisable within 42 months. All other new options shall
vest as to 1/6th of the remaining shares subject to the new option each
three-month period after the new grant date, so that they will be fully vested
and exercisable within 18 months.

In connection with the option exchange program and due to certain
limitations in the 2000 Stock Plan, Mr. McGinley agreed voluntarily to cancel
options to purchase 42,708 shares of Stratos common stock on June 30, 2002.

The table below provides certain information concerning our Named Officers
who tendered eligible options in the option exchange program and the options
that were cancelled pursuant to that program. Except for this option exchange
program, Stratos has not implemented any other option repricing or option
cancellation/regrant programs.

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TEN YEAR OPTION REPRICINGS

|                             |  |              |        |  |                 |                 |         |              |                 |  |              |                |  |                |                |  |              |              |  |  |      |  |             |           |  |           |  | 
|---------------------------- |  | ------------ | ------ |  | --------------- | --------------- | ------- | ------------ | --------------- |  | ------------ | -------------- |  | -------------- | -------------- |  | ------------ | ------------ |  |  | ---- |  | ----------- | --------- |  | --------- |  | 
|                             |  |              |        |  |                 | Number of       |         |              | Market Price of |  |              |                |  |                |                |  |              |              |  |  |      |  |             | Length of | 
|                             |  |              |        |  |                 | Securities      |         |              | Stratos         |  |              |                |  |                |                |  |              |              |  |  |      |  |             | Original  | 
|                             |  |              |        |  |                 | Underlying      |         |              | Common Stock    |  |              | Exercise Price |  |                |                |  |              |              |  |  |      |  | Option Term |          
|                             |  |              |        |  |                 | Options at time |         |              | at Time of      |  |              | at Time of     |  |                | Exercise Price |  |              | Remaining at | 
|                             |  | Date of      |        |  | of Cancellation |                 |         | Cancellation |                 |  | Cancellation |                |  | of Replacement |                |  | Date of      |             
|Name                         |  | Cancellation |        |  | (#)             |                 |         | ($)          |                 |  | ($)1         |                |  | Options ($)    |                |  | Cancellation |             
|                             |  |              |        |  |                 |                 |         |              |                 |  |              |                |  |                |                |  |              |             
|James W. McGinley            |  |              | 8/5/02 |  |                 |                 | 154,000 |              |                 |  | 7.60         |                |  |                | 210.00         |  |              |              |  |  | 2.63 |  |             |           |  | 7.8 years
|President and Chief          |  |              | 8/5/02 |  |                 |                 | 6,000   |              |                 |  | 7.60         |                |  |                | 106.90         |  |              |              |  |  | 2.63 |  |             |           |  | 8.6 years
|Executive Officer            |  |              |        |  |                 |                 |         |              |                 |  |              |                |  |                |                |  |              |              |  |  |      |  |             |           |  |           |  | 
|David A. Slack               |  |              | 8/5/02 |  |                 |                 | 10,000  |              |                 |  | 7.60         |                |  |                | 210.00         |  |              |              |  |  | 2.63 |  |             |           |  | 7.8 years
|Executive Vice President and |  |              | 8/5/02 |  |                 |                 | 2,486   |              |                 |  | 7.60         |                |  |                | 106.90         |  |              |              |  |  | 2.63 |  |             |           |  | 8.6 years
|Chief Financial Officer      |  |              | 8/5/02 |  |                 |                 | 5,909   |              |                 |  | 7.60         |                |  |                | 52.00          |  |              |              |  |  | 2.63 |  |             |           |  | 9.4 years
|                             |  |              | 8/5/02 |  |                 |                 | 2,000   |              |                 |  | 7.60         |                |  |                | 17.00          |  |              |              |  |  | 2.63 |  |             |           |  | 9.9 years
|Richard C.E. Durrant         |  |              | 8/5/02 |  |                 |                 | 3,200   |              |                 |  | 7.60         |                |  |                | 210.00         |  |              |              |  |  | 2.63 |  |             |           |  | 7.8 years
|Executive Vice President,    |  |              | 8/5/02 |  |                 |                 | 1,604   |              |                 |  | 7.60         |                |  |                | 106.90         |  |              |              |  |  | 2.63 |  |             |           |  | 8.6 years
|Passive Subsystems           |  |              | 8/5/02 |  |                 |                 | 199     |              |                 |  | 7.60         |                |  |                | 163.60         |  |              |              |  |  | 2.63 |  |             |           |  | 8.7 years
|                             |  |              | 8/5/02 |  |                 |                 | 2,286   |              |                 |  | 7.60         |                |  |                | 52.00          |  |              |              |  |  | 2.63 |  |             |           |  | 9.4 years
|                             |  |              | 8/5/02 |  |                 |                 | 5,000   |              |                 |  | 7.60         |                |  |                | 17.00          |  |              |              |  |  | 2.63 |  |             |           |  | 9.9 years
|Robert M. Scharf             |  |              | 8/5/02 |  |                 |                 | 5,000   |              |                 |  | 7.60         |                |  |                | 210.00         |  |              |              |  |  | 2.63 |  |             |           |  | 7.8 years
|Executive Vice President,    |  |              | 8/5/02 |  |                 |                 | 1,884   |              |                 |  | 7.60         |                |  |                | 106.90         |  |              |              |  |  | 2.63 |  |             |           |  | 8.6 years
|Active Subsystems            |  |              | 8/5/02 |  |                 |                 | 4,557   |              |                 |  | 7.60         |                |  |                | 52.00          |  |              |              |  |  | 2.63 |  |             |           |  | 9.4 years



---

| |  | 1 Pursuant to the terms of the option exchange program, all options granted
within six months of the offer date had to be cancelled and exchanged for
new options.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

Long-Term Incentive Plan Awards Table

Stratos did not make any long-term incentive plan awards to the Named
Officers under the Stratos Longevity Contingent Bonus Plan during the 2003
fiscal year.

Equity Compensation Plans

The following table sets forth, for each Stratos equity compensation plan,
the number of outstanding options and the number of shares remaining available
for issuance as of the end of the 2003 fiscal year.

|                                                               |  |                         |         |  |                     |   |       |                         |  |                         |         | 
|-------------------------------------------------------------- |  | ----------------------- | ------- |  | ------------------- | - | ----- | ----------------------- |  | ----------------------- | ------- | 
|                                                               |  |                         |         |  |                     |   |       |                         |  | Number of Securities    |        
|                                                               |  |                         |         |  |                     |   |       |                         |  | Remaining Available for |        
|                                                               |  |                         |         |  |                     |   |       |                         |  | Future Issuance Under   |        
|                                                               |  |                         |         |  |                     |   |       |                         |  | Equity Compensation     |        
|                                                               |  | Number of Securities to |         |  | Weighted-Average    |   |       | Plans (excluding        | 
|                                                               |  | be Issued Upon Exercise |         |  | Exercise Price of   |   |       | securities reflected in | 
|Plan Category                                                  |  | of Outstanding Options  |         |  | Outstanding Options |   |       | first column)           | 
|                                                               |  |                         |         |  |                     |   |       |                         | 
|Equity compensation
plans approved by
security holders (1)     |  |                         | 660,585 |  |                     | $ | 13.81 |                         |  |                         | 239,415 | 
|Equity compensation
plans not approved
by security holders (2) |  |                         | 74,639  |  |                     | $ | 4.69  |                         |  |                         | 40,361  | 
|Total                                                          |  |                         | 735,224 |  |                     | $ | 12.88 |                         |  |                         | 279,776 | 

(1) Stratos only equity compensation plan approved by security holders is the
Stratos 2000 Stock Plan. The 2000 Stock Plan permits Stratos to award stock
options, restricted stock and stock appreciation rights to present and future
directors, officers and employees of Stratos and its subsidiaries. The maximum
number of shares for which awards may be issued under the 2000 Stock Plan is
900,000 shares, and the number of shares for which restricted stock awards may
be issued under the 2000 Stock Plan may not exceed 187,500 shares.

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(2)  Stratos only equity compensation plan not approved by the security holders
is the Stratos Lightwave, Inc. 2002 Stock Plan for Acquired Companies. The
2002 Stock Plan permits awards of stock options, restricted stock and stock
appreciation rights to present and future directors, officers and employees of
Stratos and its subsidiaries. The maximum number of shares for which awards
may be issued under the 2002 Stock Plan is 115,000 shares, and the number of
shares for which restricted stock awards may be issued under the 2002 Stock
Plan may not exceed 10,000 shares.

Employment, Severance and Change of Control Arrangements

2000 Stock Plan and 2002 Stock Plan. Both the 2000 Stock Plan and the
2002 Stock Plan provide that if in the year following a change of control a
participant is terminated without cause or resigns for reasons relating to
relocation or decreased responsibilities or compensation, all stock options
would vest. In the event of an extraordinary transaction such as a merger, the
committee of the Stratos board of directors administering the 2000 Stock Plan
and the 2002 Stock Plan could provide a cash payment or substitute award to be
delivered to participants in exchange for their outstanding options.

Under both the 2000 Stock Plan and the 2002 Stock Plan, a change of
control shall be deemed to have occurred if (1) any person (other than any
subsidiary or any employee benefit plan of Stratos) is or becomes a beneficial
owner, directly or indirectly, of Stratos shares representing 25% or more of
the total voting power of Stratos then outstanding stock; (2) a tender offer
is made for the Stratos shares; or (3) individuals who were the Stratos boards
nominees for election as directors immediately prior to a meeting of the
Stratos shareholders involving a contest for the election of directors shall
not constitute a majority of the Stratos board following the election.

The closing of the proposed merger with Sterling Holding Company
(Sterling) will constitute a change of control for purposes of the 2000 Stock
Plan and the 2002 Stock Plan.

Stratos Severance Plan. The Stratos Severance Plan provides for certain
severance benefits to be paid to an eligible employee (generally salaried
employees excluding executive officers) if, within 24 months following a change
of control (as defined below), the eligible employees employment is terminated
(1) involuntarily by Stratos other than for cause, death or disability or (2)
voluntarily by the eligible employee for good reason. Severance benefits under
the Stratos Severance Plan vary depending on whether the eligible employee is
classified as a Class I Eligible Employee (vice presidents and general managers
compensated on a salaried basis), Class II Eligible Employee (managers
compensated on a salaried basis), or Class III Eligible Employee (all other
salaried employees). The Stratos Severance Plan excludes from its
participation James W. McGinley, David A. Slack, Robert M. Scharf and Richard
C. E. Durrant, the four executives with Management Retention Agreements
described below.

The Severance Plan defines several events any one of which will constitute
a change of control. One event that constitutes a change of control is any
merger or consolidation with Stratos unless after the merger or consolidation
the holders of Stratos voting stock immediately before the merger or
consolidation own a specified percentage of the voting securities of the
surviving entity or its parent immediately after such merger or consolidation.

In July 2003, the portion of the definition of change of control
regarding mergers and consolidations was amended to increase from 50% to 60%
the amount of voting securities of the surviving entity or its parent that must
be retained by the holders of Stratos voting stock to avoid the merger or
consolidation being a change of control. As a result of this amendment, the
closing of the merger with Sterling will constitute a change of control for
purposes of the Stratos Severance Plan. In addition, the Stratos Severance
Plan was amended to clarify that an eligible employee will not be eligible for
any severance benefits under the Stratos Severance Plan with respect to a
change of control unless he or she was an employee of Stratos immediately prior
to the change of control.

Stratos Management Retention Agreements. In October 2002, Stratos entered
into Management Retention Agreements with each of James W. McGinley, David A.
Slack, Robert M. Scharf and Richard C. E. Durrant. Each Management Retention
Agreement provides certain severance benefits if, within 36 months following a
change of control, the executives employment with Stratos is terminated (1)
involuntarily by Stratos other than for cause, death or disability, or (2)
voluntarily by the executive for good reason.

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Similar to the Severance Plan, each Management Retention Agreement defines
several events any one of which will constitute a change of control. One
event constituting a change of control is any merger or consolidation with
Stratos unless after the merger or consolidation the holders of Stratos voting
stock immediately before the merger or consolidation own a specified percentage
of the voting securities of the surviving entity or its parent immediately
after such merger or consolidation. In July 2003, each Management Retention
Agreement was amended to increase from 50% to 60% the amount of voting
securities of the surviving entity or its parent that must be retained by the
holders of Stratos voting stock to avoid a merger or consolidation being a
change of control. As a result of this amendment, the merger with Sterling
will constitute a change of control under the Management Retention Agreements.

Compensation Committee Interlocks and Insider Participation in Compensation Decisions

The Stratos compensation committee during the 2003 fiscal year was
composed of Messrs. Galvin, Jackman and OConnell. No interlocking
relationships exist between any member of the Stratos compensation committee
and any member of any other companys board of directors or compensation
committee.

Report of the Compensation Committee on Executive Compensation

Stratos executive compensation program is administered by the
compensation committee of the Stratos board of directors. The compensation
committee is composed of three non-employee directors, Messrs. Galvin, Jackman
and OConnell. The compensation committee has furnished the following report
on executive compensation for the 2003 fiscal year.

Compensation Philosophy

The Stratos compensation program is designed to attract, retain, inspire
and reward executive officers who contribute to the companys overall success.
The compensation program also seeks to motivate executives to achieve Stratos
goals and to align the interests of management with the long-term interests of
Stratos shareholders.

Compensation Components

The compensation package for executive officers consists of base salary,
bonuses, long-term incentives and participation in benefit plans generally
available to other employees. In setting total compensation, the compensation
committee considers individual and company performance, as well as market
information regarding compensation paid by other companies in the industry in
which Stratos operates.

Base Salary. Stratos executive officers base salaries are determined
based on individual and company performance and salaries for comparable
positions in the industry in which Stratos operates. Salaries are reviewed
annually by the compensation committee.

Quarterly Bonuses. Historically, a significant portion of each executive
officers potential annual compensation is a performance-based quarterly bonus.
The compensation committee, in consultation with James W. McGinley as Chief
Executive Officer, determines whether bonuses should be awarded to Stratos
executive vice presidents, and if so, the amount of any such bonus. Based on
Stratos financial performance for the 2003 fiscal year and individual
performance objectives, neither Mr. Slack nor Mr. Scharf was awarded a bonus
for the 2003 fiscal year. Mr. Durrant was awarded a bonus based on the Passive
Subsystems division achieving certain performance objectives. Stratos Chief
Executive Officers bonus is determined by the compensation committee, without
participation by him. Based on Stratos financial performance and individual
performance objectives, Mr. McGinley was not awarded a bonus for the 2003 or
the 2002 fiscal year.

Stock Option Grants and Option Exchange Program. The Stratos stock option
program is designed to encourage equity ownership by Stratos executives and
other key employees. In July 2002, Stratos implemented a voluntary stock
option exchange program to address the increasing inability of existing options
to serve as a meaningful incentive for employees. Under the program, other
than James W. McGinley, the Stratos CEO, each employee who held outstanding
options to purchase shares of Stratos common stock was given the opportunity to

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exchange those options for a new option for the same number of shares that
would be granted at least six months and one day after the completion of the
option exchange program. Mr. McGinley was only able exchange a portion of his
eligible options due to limitations included in the Stratos 2000 Stock Plan.

On August 5, 2002 Stratos accepted for exchange and cancellation options
to purchase an aggregate of 617,515 shares of Stratos common stock. On
February 7, 2003, Stratos granted new options to purchase an aggregate of
617,515 shares of Stratos common stock to replace the eligible options that had
been tendered and cancelled under the program. The exercise price per share
for the new options was $2.63, the last reported trading price of the Stratos
common stock on the grant date.

Each new option granted under the option exchange program was vested and
exercisable on the new grant date as to 1/4th of the shares subject to the new
option. Each new option granted in exchange for a new hire grant made on or
after January 1, 2002 vests as to 1/14th of the remaining shares subject to the
new option each three-month period after the new grant date so that it will be
fully vested and exercisable within 42 months. All other new options,
including those granted to the Named Officers, shall vest as to 1/6th of the
remaining shares subject to the new option each three-month period after the
new grant date, so that it will be fully vested and exercisable within 18
months.

In connection with the option exchange program and due to certain
limitations in the 2000 Stock Plan, Mr. McGinley agreed voluntarily to cancel
options to purchase 42,708 shares of Stratos common stock on June 30, 2002.
Pursuant to the option exchange program, Mr. McGinley surrendered options to
purchase 160,000 shares of Stratos common stock and was granted an option for
160,000 shares of Stratos common stock. See  Option Exchange Program above
for additional details regarding these options.

The only options granted to the Named Officers in the 2003 fiscal year
were in connection with the Stratos option exchange program.

Restricted Stock. Grants of restricted stock are designed to encourage
the creation of long-term value for Stratos shareholders and equity ownership
by Stratos executives and other key employees. During the 2003 fiscal year,
Stratos made grants of restricted stock to the Named Officers. Grants were
based upon each executives position, responsibilities and historical and
expected future contributions to Stratos. The shares of restricted stock vest
two years after the grant date.

Longevity Contingent Bonus Plan. The Stratos Longevity Contingent Bonus
Plan is designed to reward continued service to Stratos. This plan awards
officers and key management personnel a matching bonus equal to the amount of
the current quarterly bonus. This matching bonus is earned and payable over
two years, provided the participant is still employed by Stratos and
performance has been satisfactory. If employment is terminated during the
two-year period for any reason other than death, disability or retirement, or
if employment performance is not satisfactory, the matching bonus is forfeited.
Since Mr. Durrant was the only Named Officer to receive a bonus for the 2003
fiscal year, he is the only Named Officer eligible to receive matching bonuses
under this plan with respect to the 2003 fiscal year.

Compensation for Chief Executive Officer

James W. McGinley has served as Stratos President and Chief Executive
Officer since April 2000. The compensation committee used the executive
compensation practices described above to determine Mr. McGinleys compensation
for the 2003 fiscal year. The compensation committee considered Mr. McGinleys
leadership in developing Stratos strategic, operational and business goals.
Mr. McGinleys total compensation reflects both competitive considerations and
Stratos common stock performance.

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As part of the review process, the compensation committee examined the
compensation packages of chief executive officers of other high technology
companies. The compensation committee also reviewed Stratos financial and
business results compared to its competitors and compared to Stratos
performance in prior periods.



| | COMPENSATION COMMITTEE
Michael P. Galvin
Brian J. Jackman
Edward J. OConnell
| | -----------------------------------------------------------------------------

Comparison of Shareholder Return

The graph below sets forth Stratos cumulative total shareholder returns
as compared with the Nasdaq Stock Market (U.S. companies), Nasdaq Electronic
Components Stocks (SIC Codes 3670-3679), a peer group used by Stratos for the
performance graph for the prior proxy statement (the Old Peer Group) and a
new peer group selected in good faith by Stratos (the New Peer Group).
Stratos chose to replace the Old Peer Group with the New Peer Group because
Stratos feels that the New Peer Group more closely reflects its competitors in
its business of manufacturing optical subsystems and components. In addition to
Stratos, the Old Peer Group includes the following companies: 3Com Corporation,
Altera Corp., Anadigics, Inc., Avanex Corporation, Bookham Technology, plc,
Cisco Systems, Inc., Emcore Corporation, Finisar Corporation, Foundry Networks,
Inc., Innovex, Inc., LSI Logic Corporation, Marvell Technology Group Ltd.,
Molex, Inc., New Focus, Inc., Oplink Communications, Inc., Optical
Communication Products, Inc., QLogic Corporation, and Vitesse Semiconductor
Corp. In addition to Stratos, the New Peer Group includes the following
companies: Alliance Fiber Optic Products, Inc., Avanex Corporation, Bookham
Technology, plc., Finisar Corporation, New Focus, Inc., Oplink Communications,
Inc., and Optical Communication Products, Inc.

The graph covers the period from June 27, 2000, the date Stratos common stock
started trading, through April 30, 2003, and assumes that $100 was invested on
June 27, 2000, and any dividends were reinvested.

GRAPH




Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

Security Ownership of Five Percent Beneficial Owners

The following table sets forth all persons known to Stratos to be the
beneficial owner of more than five percent of the outstanding shares of Stratos
common stock as of July 22, 2003.

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|                                                                                      |  |                             |           |  |                  |  |      |  
|------------------------------------------------------------------------------------- |  | --------------------------- | --------- |  | ---------------- |  | ---- | -
|                                                                                      |  | Number of Shares and Nature |           |  |                  |  |     
|Name and Address of Beneficial Owner                                                  |  | of Beneficial Ownership     |           |  | Percent of Class | 
|                                                                                      |  |                             |           |  |                  | 
|State of Wisconsin Investment Board (1)
P.O. Box 7842
Madison, Wisconsin 53707        |  |                             | 1,059,999 |  |                  |  | 14.4 | %
|Amaranth L.L.C. (2)
One American Lane
Greenwich, Connecticut 06831                    |  |                             | 728,556   |  |                  |  | 9.9  | %
|Private Capital Management, L.P. (3)
8889 Pelican Bay Boulevard
Naples, Florida 34108 |  |                             | 567,371   |  |                  |  | 7.7  | %

(1) Based solely on a Schedule 13G filed with the SEC on February 13, 2003.
The State of Wisconsin Investment Board, in its capacity as a public pension
fund, has sole voting and dispositive power with respect to the 1,059,999
shares of Stratos common stock.

(2)  Based solely on a Schedule 13G filed with the SEC on July 8, 2003.
Amaranth L.L.C. (Amaranth) shares voting and dispositive power of the 728,556
shares of Stratos common stock. Nicholas M. Maounis is the controlling person
of Amaranth Advisors L.L.C., the managing member of Amaranth, and is therefore
deemed to share beneficial ownership of the shares of Stratos common stock
beneficially owned by Amaranth by virtue of his power to direct the vote and/or
direct the disposition of the shares of Stratos common stock owned by Amaranth.

(3)  Based solely on Amendment No. 2 to a Schedule 13G filed with the SEC on
February 14, 2003. According to the Amendment, Private Capital Management is
an investment adviser registered under Section 203 of the Investment Advisers
Act of 1940. Bruce S. Sherman, as Chief Executive Officer, and Gregg J.
Powers, as President, exercise shared voting and dispositive power with respect
to the shares of Stratos common stock held by Private Capital Managements
clients and managed by it. Messrs. Sherman and Powers disclaim beneficial
ownership of the 567,371 shares held by Private Capital Managements clients
and disclaim the existence of a group. Mr. Sherman has sole voting and
dispositive power with respect to an additional 30,420 shares of Stratos common
stock and shared voting and dispositive power with respect to an additional
2,000 shares of Stratos common stock.

Ownership of Stratos Common Stock by Stratos Directors and Executive Officers

The following table sets forth the number of shares of Stratos common
stock beneficially owned as of August 15, 2003 by each of Stratos directors
and executive officers, and by all directors and executive officers as a group.
Except as otherwise noted, the individual director or executive officer or his
or her family members had sole voting and investment power with respect to such
securities.

|                                                                |  |                      |         |     |            |  |     |  
|--------------------------------------------------------------- |  | -------------------- | ------- | --- | ---------- |  | --- | -
|                                                                |  | Number of Shares and |         |     |            |  |    
|                                                                |  | Nature of Beneficial |         |     | Percent of | 
|Name of Beneficial Owner                                        |  | Ownership            |         |     | Class      | 
|                                                                |  |                      |         |     |            | 
|Richard C.E. Durrant                                            |  |                      | 16,144  | (1) |            |  | *   |  
|Michael P. Galvin                                               |  |                      | 4,031   | (2) |            |  | *   |  
|Brian J. Jackman                                                |  |                      | 3,031   | (3) |            |  | *   |  
|James W. McGinley                                               |  |                      | 280,610 | (4) |            |  | 3.8 | %
|Charles Daniel Nelsen                                           |  |                      | 2,916   | (5) |            |  | *   |  
|Edward J. OConnell                                             |  |                      | 2,611   | (6) |            |  | *   |  
|Robert M. Scharf                                                |  |                      | 15,720  | (7) |            |  | *   |  
|David A. Slack                                                  |  |                      | 23,118  | (8) |            |  | *   |  
|All Directors and Executive Officers as a Group (8 individuals) |  |                      | 348,201 | (9) |            |  | 4.7 | %

* Percentage represents less than 1% of the total shares of Stratos common
stock outstanding as of August 15, 2003.

(1)  Includes 6,144 shares subject to options exercisable within sixty days and
10,000 shares of restricted stock.

(2)  Includes 1,500 shares held by the Michael P. Galvin 1994 Trust and 2,531
shares subject to options exercisable within sixty days.

(3)  Includes 2,531 shares subject to options exercisable within sixty days.

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(4)  Includes 1,854 shares held in the Stratos 401(k) Savings Plan, 121 shares
held by his wife, 1,511 shares held as co-trustee under The Jane R. McGinley
Trust dated 9/18/01, 154,474 shares held as special fiduciary and beneficiary
under The William J. McGinley Trust No. 2, 100,000 shares subject to options
exercisable within sixty days and 18,000 shares of restricted stock.

(5)  Includes 385 shares held in an individual retirement account and 2,531
shares subject to options exercisable within sixty days.

(6)  Includes 50 shares held jointly with his wife, 30 shares held in an
individual retirement account and 2,531 shares subject to options exercisable
within sixty days.

(7)  Includes 5,720 shares subject to options exercisable within sixty days and
10,000 shares of restricted stock.

(8)  Includes 2,326 shares held in an individual retirement account, 495 shares
held jointly with his wife, 100 shares held by his wife, 10,197 shares subject
to options exercisable within sixty days and 10,000 shares of restricted stock.

(9)  Includes 132,185 shares subject to options exercisable within sixty days,
4,595 shares held in retirement plans, 1,500 shares held in trust, 545 shares
held jointly, 221 shares held by a spouse and 48,000 shares of restricted
stock.

Information regarding equity compensation plans is included in Item 5 above.




Item 13. Certain Relationships and Related Transactions




None.

Item 14. Controls and Procedures

(a)  Evaluation of disclosure controls and procedures.Our Chief
Executive Officer and our Chief Financial Officer have concluded, based on
their evaluation within 90 days before the filing date of this annual report,
that the Companys disclosure controls and procedures (as defined in the
Securities Exchange Act of 1934 Rules 13a-15(e) and 15-d-15(e)) are effective
to ensure that information required to be disclosed in the reports that we file
or submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commissions rules and forms.

(b)  Changes in internal controls.There have been no significant changes
in our internal controls or in other factors that could significantly affect
our disclosure controls and procedures subsequent to the date of the previously
mentioned evaluation.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to annual
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                      |  |                         |  |                                                                             
|--------------------- |  | ----------------------- |  | ----------------------------------------------------------------------------
|Date: August 26, 2003 |  |                         |  |                                                                             
|                     
|                      |  | STRATOS LIGHTWAVE, INC.
|                     
|                      |  | By:                     |  | /s/ James W. McGinleyJames W. McGinley
President and Chief Executive Officer