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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-K/A

(Amendment No. 1)


|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|          
|           |  | For the Fiscal Year Ended April 30,
    2004                                                
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from           to                                             

Commission File Number: 0-30869



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Stratos International, 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(Address of Principal Executive
    Offices) |  | 60706(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 þ          No o

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 o          No þ

The
aggregate market value of the $.01 par value common stock
of the registrant held by non-affiliates on October 31,
2003, based upon the closing sale price on that date as reported
in The Wall Street Journal was approximately $40,976,174.

The
registrant had 14,157,907 shares of $.01 par value common stock
outstanding as of August 23, 2004.



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EXPLANATORY NOTE

This amendment to Form 10-K of Stratos
International, Inc. (Stratos) is being filed to
include information required by Part III of Form 10-K,
to amend Part IV, Item 15 Exhibits, Financial
Statement Schedules, and Reports on Form 8-K and to
amend the Exhibit Index to the annual report on
Form 10-K. In addition, as required by Rule 12b-15
under the Securities Exchange Act of 1934, as amended, updated
Rule 13a-14(a)/15d-14(a) certifications by the Stratos
principal executive officer and principal financial officer are
being filed as exhibits to this Form 10-K/A.

This amendment does not amend any other Items
except those indicated above and except as expressly provided
herein. The filing of this Form 10-K/A shall not be deemed
an admission that the original or amended filings, when made,
included any untrue statement of a material fact or omitted to
state a material fact necessary to make a statement not
misleading.



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TABLE OF CONTENTS

|                                                   |  |                                                                                                        |  |      |    | 
|-------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------ |  | ---- | -- | 
|Section                                            |  |                                                                                                        |  | Page
|                                                   |  |                                                                                                        |  |     
|PART III                                          
|Item 10.                                           |  | Directors and Executive
    Offices of the Registrant                                                  |  |      | 2  | 
|Item 11.                                           |  | Executive Compensation                                                                                 |  |      | 5  | 
|Item 12.                                           |  | Security Ownership of
    Certain Beneficial Owners and Management and Related Stockholder
    Matters |  |      | 10 | 
|Item 13.                                           |  | Certain Relationships and
    Related Transactions                                                     |  |      | 13 | 
|Item 14.                                           |  | Principal Accountant Fees
    and Services                                                             |  |      | 13 | 
|PART IV                                           
|Item 15.                                           |  | Exhibits, Financial
    Statement Schedules, and Reports on Form 8-K                                   |  |      | 14 | 
|Employment, Confidentiality & Noncompete Agreement
|Salary Continuation Agreement                     
|Amendment to Salary Continuation Agreement        
|Salary Continuation Agreement                     
|Amendment to Management Retention Agreement       
|Certification of Principal Executive Officer      
|Certification of Principal Financial Officer      



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PART III




Item 10.     Directors
and Executive Officers of the Registrant.

Information Concerning Our 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 are the names, ages and principal occupations of our
directors.



| |                                         
| | ----------------------------------------
| | Directors Whose Terms Expire in
    2004

|                        |  |     |    |                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----------------------- |  | --- | -- | -------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                        |  | Age |    | Principal Occupation
|                        |  |     |    |                     
|Charles Daniel Nelsen   |  |     | 41 |                      |  | Mr. Nelsen has served as a director of Stratos
    since June 2000. Mr. Nelsen is a member of the Stratos
    corporate development and governance committees. 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.                                                                                                                                                                                                                                                                                                                                                                                          
|Philip A. Harris        |  |     | 57 |                      |  | Mr. Harris has served as a director of
    Stratos since November 2003. Mr. Harris is Chairman of the
    governance committee and a member of the compensation committee.
    Mr. Harris was a director of Sterling Holding Company
    (Sterling) from 2002 through the closing of
    Stratos acquisition of Sterling in November 2003.
    Mr. Harris was Executive Vice President and Chief Operating
    Officer of Sprint North Supply (telecommunications equipment
    distributor) from 1993 until his retirement in 2001. From 1978
    until 1993, Mr. Harris held a number of senior operating
    positions with Sprint Corporation (a telecommunications
    provider).                                                                                                                                                                                                                                                                                               
|William T. Comfort, III |  |     | 38 |                      |  | Mr. Comfort has served as a director of Stratos
    since November 2003. Mr. Comfort is a member of the Stratos
    corporate development and governance committees. Since February
    2003, Mr. Comfort has been a principal of Conversion
    Capital Partners Limited, an investment fund currently in the
    formation stage headquartered in London, England. From 2001
    until January 2003, Mr. Comfort was a consultant to
    Citicorp Venture Capital Ltd.s (a private equity firm)
    (CVC) London office. From 1995 until 2000,
    Mr. Comfort was a private equity investor with CVC Capital
    Partners, a private equity firm based in London.
    Mr. Comfort is currently a director of J.L. Halsey
    Corporation (previously a provider of physical rehabilitation
    services and employee services which has no current operations)
    and Ergo Science Corporation (previously a drug manufacturer
    that plans to transition to other businesses).

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| |                                         
| | ----------------------------------------
| | Directors Whose Terms Expire in
    2005

|                    |  |     |    |                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------- |  | --- | -- | -------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |  | Age |    | Principal Occupation
|                    |  |     |    |                     
|Edward J. OConnell |  |     | 52 |                      |  | 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 Chairman of the 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.
|Reginald W. Barrett |  |     | 76 |                      |  | Mr. Barrett has served as a director of Stratos
    since November 2003. Mr. Barrett is Chairman of the Stratos
    Board of Directors and Chairman of its compensation committee.
    Mr. Barrett is President and Chief Executive Officer of
    Clements National Company (a manufacturer of electrical and hot
    air products). Mr. Barrett was a director of Sterling from
    1991 through the closing of Stratos acquisition of
    Sterling in November 2003. From 1982 until his retirement in
    1990, Mr. Barrett served as President of Pyle National,
    which became part of Brintec Corporation (a connector
    manufacturer).                                                                                                                                                                                                                             
|David Y. Howe       |  |     | 40 |                      |  | Mr. Howe has served as a director of Stratos
    since November 2003. Mr. Howe is a member of the Stratos
    audit and governance committees. Mr. Howe is a director of
    Private Business, Inc., a supplier of financial technology to
    community banks and small businesses. Mr. Howe was a
    director of Sterling from 1997 through the closing of
    Stratos acquisition of Sterling in November 2003.
    Mr. Howe is a Managing Director and Partner at Lightyear
    Capital, a private equity firm. From 1993 until joining
    Lightyear in 2003, Mr. Howe was employed by CVC, most
    recently as a Partner.                                                                                                                                                                                                                                              

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| |                                         
| | ----------------------------------------
| | Directors Whose Terms Expire in
    2006

|                  |  |     |    |                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------------- |  | --- | -- | -------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |  | Age |    | Principal Occupation
|                  |  |     |    |                     
|Brian J. Jackman  |  |     | 63 |                      |  | Mr. Jackman has been a director of Stratos since
    June 2000. Mr. Jackman is Chairman of the Stratos corporate
    development committee and a member of the 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, in each case, until his
    retirement in September 2001. Mr. Jackman also served as a
    director 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 |  |     | 49 |                      |  | Mr. McGinley has served as President and Chief
    Executive Officer and as a Director of Stratos since April 2000.
    Mr. McGinley was President of Methode Electronics, Inc.
    (Methode) from August 1998 through June 2000.
    Mr. McGinley served as President of Methodes Optical
    Interconnect Products Division from January 1995 through July
    1998. Mr. McGinley was a director of Methode until 2004.                                                                                                                                                                                                                                                                                                                
|Newell V. Starks  |  |     | 53 |                      |  | Mr. Starks has served as a director of Stratos
    since November 2003. Mr. Starks is Vice Chairman of the
    Board of Directors and Chief Strategic Officer of Stratos. Mr.
    Starks was Chairman of Sterlings board of directors in
    2003 and was a director of Sterling from its organization in
    1989 through the closing of Stratos acquisition of
    Sterling in November 2003. From 1984 until 1991, Mr. Starks
    was at CVC, most recently as Vice President, where he was in
    charge of CVCs initial investment in Sterling. Since
    leaving CVC, Mr. Starks has served as a private consultant
    to technology companies, including Sterling, on strategic
    matters and also has been a private investor.

Audit Committee

The audit committee recommends the appointment of
Stratos independent registered public accounting firm,
reviews Stratos internal accounting procedures and
financial statements and consults with and reviews the services
provided by Stratos independent registered public
accounting firm, including the results and scope of their audit.
The members of the audit committee are Messrs. Jackman,
Howe and OConnell. The Board of Directors has determined
that each member of the audit committee is independent, as
independence for audit committee members is defined in the
listing standards of the National Association of Securities
Dealers. The audit committee has adopted a written charter.

The Board of Directors has determined that
Mr. OConnell, the audit committees Chairman, is
an audit committee financial expert as such term is defined by
the rules of the Securities and Exchange Commission.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the Securities Exchange Act
of 1934, as amended, and the regulations of the Securities and
Exchange Commission (the SEC) thereunder require
Stratos executive officers and directors, and persons who
beneficially own more than 10% of a registered class of our
equity securities to file initial statements of beneficial
ownership (Form 3) and statements of changes in ownership
(Forms 4 and 5) with

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the SEC. Such persons are required by SEC
regulations to furnish us with copies of all Section 16(a)
forms they file.


Based solely on a review of the copies of such
forms furnished to Stratos and written representations that no
additional forms were required for those persons, we believe
that all of our officers, directors and greater than 10%
beneficial owners filed all such required forms with respect to
fiscal 2004 transactions, except that (i) each of our
directors and Named Officers filed one late report on
Form 4 with respect to one late transaction which consisted
of a grant of restricted stock and (ii) the initial
Form 3 filed by Newell V. Starks on November 13,
2003 inadvertently omitted to report certain shares with respect
to which Mr. Starks has beneficial ownership.

Code of Ethics

We have adopted a code of ethics that applies to
our principal executive officer, principal financial officer and
principal accounting officer or controller or persons performing
similar functions. A copy of our code of ethics was filed as
Exhibit 14 to the annual report on Form 10-K for the
year ended April 30, 2004 filed with the SEC on
July 29, 2004. The code of ethics is also published at our
website at www.stratoslightwave.com.






|         |                        
|-------- | -----------------------
|Item 11. | Executive Compensation.



| |                          
| | -------------------------
| | Compensation of Directors

All non-employee directors receive an annual
retainer of $18,000, plus an attendance fee of $1,000 for each
meeting of the Board of Directors at which they are present. The
Chairman of the Board of Directors receives an annual retainer
of $60,000. The audit committee Chairman receives an additional
annual retainer of $10,000. The Chairs of the compensation
committee, corporate development committee and governance
committee, receive an additional annual retainer of $5,000.
Members of the audit committee receive an additional annual
retainer of $5,000 and members of the compensation, corporate
development and governance committees receive an additional
annual retainer of $2,500. Committee members receive an
additional $1,000 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 and restricted stock awards. During
fiscal year 2004, Newell Starks received an award of restricted
stock for 50,000 shares of the Companys common stock and
all other non-employee directors received a restricted stock
award for 12,000 shares. Mr. Starks is also paid an annual
salary of $168,000 for his services as Chief Strategy Officer of
Stratos. 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.

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

|                            |  |        |      |                     |  |            |         |                        |  |             |        |           |  |              |         |     |  |  |         |     |  |  |         |  |  |  |       | 
|--------------------------- |  | ------ | ---- | ------------------- |  | ---------- | ------- | ---------------------- |  | ----------- | ------ | --------- |  | ------------ | ------- | --- |  |  | ------- | --- |  |  | ------- |  |  |  | ----- | 
|                            |  |        |      |                     |  |            |         |                        |  |            
|                            |  |        |      |                     |  |            |         | Long Term Compensation |  |            
|                            |  |        |      |                     |  |            |         |                        |  |            
|                            |  |        |      |                     |  |            |         |                        |  |             |        |          
|                            |  |        |      |                     |  | Awards     |         | Payouts                |  |            
|                            |  |        |      | Annual Compensation |  |            |         |                        |  |            
|                            |  |        |      |                     |  | Restricted |         | Securities             |  | LTIP        |        | All Other
|                            |  | Fiscal |      | Salary              |  |            |         | Stock                  |  | Underlying  |        | Payouts   |  | Compensation
|Name and Principal Position |  | Year   |      | ($)(1)              |  | Bonus ($)  |         | Awards ($)             |  | Options (#) |        | ($)(6)    |  | ($)(7)      
|                            |  |        |      |                     |  |            |         |                        |  |             |        |           |  |             
|James W. McGinley           |  |        | 2004 |                     |  |            | 224,625 |                        |  |             | 11,440 |           |  |              | 511,000 | (2) |  |  |        |     |  |  |        |  |  |  | 6,000 | 
|President and Chief         |  |        | 2003 |                     |  |            | 223,575 |                        |  |             |       |           |  |              | 83,700  | (4) |  |  | 160,000 | (5) |  |  | 367,392 |  |  |  | 5,100 | 
|Executive Officer           |  |        | 2002 |                     |  |            | 218,400 |                        |  |             |       |           |  |              |        |     |  |  | 69,765  |     |  |  | 258,362 |  |  |  | 5,100 | 
|David A. Slack              |  |        | 2004 |                     |  |            | 160,230 |                        |  |             | 18,042 |           |  |              | 127,750 | (2) |  |  | 5,000   |     |  |  | 18,750  |  |  |  | 5,641 | 
|Executive Vice President,   |  |        | 2003 |                     |  |            | 152,404 |                        |  |             |       |           |  |              | 45,000  | (4) |  |  | 20,395  | (5) |  |  | 77,645  |  |  |  | 4,491 | 
|Finance and Chief           |  |        | 2002 |                     |  |            | 137,550 |                        |  |             | 30,000 |           |  |              |        |     |  |  | 5,909   |     |  |  | 55,145  |  |  |  | 5,100 | 
|Financial Officer           |  |        |      |                     |  |            |         |                        |  |             |        |           |  |              |         |     |  |  |         |     |  |  |         |  |  |  |       | 
|Richard C.E. Durrant        |  |        | 2004 |                     |  |            | 181,101 |                        |  |             | 34,796 |           |  |              | 76,650  | (3) |  |  | 6,000   |     |  |  |        |  |  |  |      | 
|Executive Vice President,   |  |        | 2003 |                     |  |            | 156,995 |                        |  |             | 23,661 |           |  |              | 45,000  | (4) |  |  | 12,289  | (5) |  |  |        |  |  |  |      | 
|Passive Subsystems          |  |        |      |                     |  |            |         |                        |  |             |        |           |  |              |         |     |  |  |         |     |  |  |         |  |  |  |       | 
|Joe D. Norwood              |  |        | 2004 |                     |  |            | 127,933 |                        |  |             |       |           |  |              | 204,400 | (3) |  |  |        |     |  |  |        |  |  |  | 2,756 | 
|Executive Vice President    |  |        |      |                     |  |            |         |                        |  |             |        |           |  |              |         |     |  |  |         |     |  |  |         |  |  |  |       | 

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes a car allowance of $6,000 in 2004,
    $4,950 in 2003 and $3,900 in 2002 for Mr. McGinley, $6,000
    in 2004 and $4,000 in 2003 for Mr. Slack, $3,900 in 2004
    and $6,760 in 2003 for Mr. Durrant and $4,082 in 2004 for
    Mr. Norwood.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(2) | These shares of restricted stock were awarded at
    the fair market value at date of grant, pursuant to the Stratos
    Lightwave, Inc. 2003 Stock Plan, subject to certain conditions
    that were not satisfied and, therefore, the awards were
    forfeited in May 2004. The fair market value of the awards at
    April 30, 2004 was $498,000 for Mr. McGinley and
    $124,500 for Mr. Slack.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(3) | These shares of restricted stock were awarded at
    the fair market value at date of grant, pursuant to the Stratos
    Lightwave, Inc. 2003 Stock Plan. The restricted shares vest over
    a period of five years from date of grant based upon the annual
    performance of the Company. The fair market value of the awards
    at April 30, 2004 was $74,700 for Mr. Durrant and
    $199,200 for Mr. Norwood.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(4) | These shares of restricted stock were awarded at
    the fair market value at date of grant, pursuant to the Stratos
    Lightwave, Inc. 2000 Stock Plan, as amended and restated. 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 and Durrant vest
    on September 20, 2004. The fair market value of the awards
    at April 30, 2004 was $89,640 for Mr. McGinley and
    $49,800 for Messrs. Slack and Durrant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(5) | These stock options were issued pursuant to an
    option exchange program.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(6) | All LTIP payments in 2004 and 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
    at the time of payment 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 represents
    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.
|   
|(7) | Represents amounts contributed by Stratos on
    behalf of the Named Officer to the Stratos 401(k) Savings Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



| |                                  
| | ---------------------------------
| | Option Grants in Fiscal Year 2004

The following table sets forth information on
grants of options to purchase Stratos common stock during the
2004 fiscal year to the Named Officers.

|                     |  |                                       |       |              |  |             |     |            |  |              |      |  |  |  |         |  |  |  |        | 
|-------------------- |  | ------------------------------------- | ----- | ------------ |  | ----------- | --- | ---------- |  | ------------ | ---- |  |  |  | ------- |  |  |  | ------ | 
|                     |  |                                       |       |             
|                     |  | Individual Grants in Fiscal Year 2004 |       |             
|                     |  |                                       |       |             
|                     |  |                                       |       | Percent of   |  |             |     |           
|                     |  | Number of                             |       | Total        |  |             |     | Grant Date
|                     |  | Securities                            |       | Options      |  |             |     | Value     
|                     |  | Underlying                            |       | Granted to   |  |             |     |           
|                     |  | Options                               |       | Employees In |  | Exercise or |     |            |  | Grant Date  
|                     |  | Granted                               |       | Fiscal Year  |  | Base Price  |     | Expiration |  | Present     
|Name                 |  | (#)                                   |       | (1)          |  | ($/Sh)(2)   |     | Date       |  | Value ($)(3)
|                     |  |                                       |       |              |  |             |     |            |  |             
|James W. McGinley    |  |                                       |      |              |  |             |    |            |  |              |     |  |  |  |        |  |  |  |       | 
|David A. Slack       |  |                                       | 5,000 |              |  |             | 3.3 | %          |  |              | 5.10 |  |  |  | 6/19/13 |  |  |  | 21,100 | 
|Richard C.E. Durrant |  |                                       | 6,000 |              |  |             | 3.9 | %          |  |              | 5.10 |  |  |  | 6/19/13 |  |  |  | 25,320 | 
|Joe D. Norwood       |  |                                       |      |              |  |             |    |            |  |              |     |  |  |  |        |  |  |  |       | 



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|    |                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Based on 151,954 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

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | following: an option term of 6.5 years;
    interest rate of 3.3%, 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
    118.7%. 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.



| |                                                                                      
| | -------------------------------------------------------------------------------------
| | Aggregated Option Exercises in Fiscal Year
    2004 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, 2004 and the number and value of securities
underlying unexercised options held by the Named Officers at
April 30, 2004.

|                     |  |             |   |          |  |                        |   |                              |  |             |         |               |  |  |        |  |  |  |         |  |  |  |        | 
|-------------------- |  | ----------- | - | -------- |  | ---------------------- | - | ---------------------------- |  | ----------- | ------- | ------------- |  |  | ------ |  |  |  | ------- |  |  |  | ------ | 
|                     |  |             |   |          |  |                        |   |                             
|                     |  |             |   |          |  | Number of Securities   |   | Value of Unexercised In-the-
|                     |  | Shares      |   |          |  | Underlying Unexercised |   | Money Options at            
|                     |  | Acquired on |   | Value    |  | Options at 4/30/04     |   | 4/30/04($)(1)               
|                     |  | Exercise    |   | Realized |  |                        |   |                             
|Name                 |  | (#)         |   | ($)      |  | Exercisable            |   | Unexercisable                |  | Exercisable |         | Unexercisable
|                     |  |             |   |          |  |                        |   |                              |  |             |         |              
|James W. McGinley    |  |             | 0 |          |  |                        | 0 |                              |  |             | 142,500 |               |  |  | 57,500 |  |  |  | 282,000 |  |  |  | 94,000 | 
|David A. Slack       |  |             | 0 |          |  |                        | 0 |                              |  |             | 15,296  |               |  |  | 10,099 |  |  |  | 35,945  |  |  |  | 11,983 | 
|Richard C.E. Durrant |  |             | 0 |          |  |                        | 0 |                              |  |             | 9,217   |               |  |  | 9,072  |  |  |  | 21,660  |  |  |  | 7,219  | 
|Joe D. Norwood       |  |             | 0 |          |  |                        | 0 |                              |  |             | 0       |               |  |  | 0      |  |  |  | 0       |  |  |  | 0      | 



---



|    |                                                                                                  
|--- | -------------------------------------------------------------------------------------------------
|(1) | Based upon a closing sale price per share of
    Stratos common stock of $4.98 on April 30, 2004.



| |                                          
| | -----------------------------------------
| | Long-Term Incentive Plan Awards
    Table

The following table shows long-term incentive
plan awards made to the Named Officers under the Stratos
Longevity Contingent Bonus Plan during the 2004 fiscal year.
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 at the
time of payment 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.

|                     |  |                  |         |                                |  |        |        |         |  |  |        |  |  |  |        | 
|-------------------- |  | ---------------- | ------- | ------------------------------ |  | ------ | ------ | ------- |  |  | ------ |  |  |  | ------ | 
|                     |  |                  |         |                               
|                     |  |                  |         | Estimated Future Payouts Under
|                     |  | Performance or   |         | Non-Stock Price-Based Plans   
|                     |  | Other Period     |         |                               
|                     |  | Until Maturation |         | Threshold                      |  | Target |        | Maximum
|Name                 |  | or Payout(1)     |         | ($)                            |  | ($)    |        | ($)    
|                     |  |                  |         |                                |  |        |        |        
|James W. McGinley    |  |                  | 2 years |                                |  |        | 11,440 |         |  |  | 11,440 |  |  |  | 11,440 | 
|David A. Slack       |  |                  | 2 years |                                |  |        | 18,042 |         |  |  | 18,042 |  |  |  | 18,042 | 
|Richard C.E. Durrant |  |                  | 2 years |                                |  |        | 34,796 |         |  |  | 34,796 |  |  |  | 34,796 | 
|Joe D. Norwood       |  |                  | 2 years |                                |  |        |       |         |  |  |       |  |  |  |       | 



---



|    |                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Subject to the conditions discussed above, the
    matching bonus is earned and payable fifty percent (50%) one
    year after the end of the relevant fiscal quarter and fifty
    percent (50%) two years after the end of the relevant fiscal
    quarter.



| |                                                                                       
| | --------------------------------------------------------------------------------------
| | Employment Contracts, Termination of
    Employment and Change of Control Arrangements

2000 Stock Plan, 2002 Stock Plan and 2003
Stock Plan.The Stratos Lightwave,
Inc. 2000 Stock Plan, as amended and restated, (the 2000
Stock Plan), the Stratos Lightwave, Inc. 2002 Stock Plan
for Acquired Companies (the 2002 Stock Plan) and the
Stratos Lightwave, Inc. 2003 Stock Plan (the 2003 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 and

7



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##### Table of Contents



restricted stock awards would vest. In the event
of an extraordinary corporate transaction such as a merger, the
committee of the Stratos board of directors administering the
2000 Stock Plan, the 2002 Stock Plan and the 2003 Stock Plan
could provide a cash payment or substitute award to be delivered
to participants in exchange for their outstanding options and
restricted stock awards.


Under the 2000 Stock Plan, the 2002 Stock Plan
and the 2003 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% (30% under the 2003 Stock Plan) 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 merger with Sterling Holding
Company (Sterling) on November 6, 2003
constituted a change of control for purposes of the 2000 Stock
Plan and the 2002 Stock Plan.

Stratos Severance
Plan.The Stratos Lightwave, Inc.
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 (as defined in the Stratos Severance Plan), death
or disability or (2) voluntarily by the eligible employee
for good reason (as defined in the Stratos Severance Plan).
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 and
Richard C. E. Durrant, the three 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 of Stratos unless after the merger or
consolidation the holders of Stratos voting securities
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 constituted 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
such 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,
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 (as
defined in the Management Retention Agreements), death or
disability, or (2) voluntarily by the executive for good
reason (as defined in the Management Retention Agreements).

Similar to the Stratos 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 the consummation of such merger or
consolidation. In July 2003, the Management Retention Agreements
with Messrs. McGinley, Slack and Durrant were amended to

8



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##### Table of Contents



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 constituted a change
of control under such Management Retention Agreements.


In August, 2004, Mr. McGinleys
Management Retention Agreement was amended to provide that
Mr. McGinley would also receive severance benefits under
the Management Retention Agreement if Mr. McGinley
terminates his employment for any reason or no reason after
January 1, 2005 (or, if Stratos enters into a definitive
agreement for a change of control prior to January 1, 2005,
then after the closing or termination of such agreement). The
amended Management Retention Agreement also provides that
Mr. McGinley will resign as a director if his employment
terminates, and provides for mutual releases and
non-disparagement agreements. In addition, if Stratos enters
into a definitive agreement for a change of control prior to
January 1, 2005 and consummates such change of control,
then under the amended Management Retention Agreement
Mr. McGinley would not compete in certain of Stratos
businesses for six months following termination of his
employment and Mr. McGinley would be entitled to receive
certain cash payments based on the price received by Stratos
stockholders in the change of control transaction.

Joe D. Norwood is employed under an
Employment, Confidentiality and Noncompete Agreement with
Trompeter Electronics, Inc., a subsidiary of Stratos
(Trompeter), dated November 1997.
Mr. Norwoods annual base salary under the agreement
is $190,000 and, in addition, he is eligible for bonus
compensation of up to 60% of his base salary based upon goals
mutually agreed to by Mr. Norwood and Trompeter. The
employment period under the agreement lasts until the earlier of
Mr. Norwoods death or disability, termination for
cause or any other reason or voluntary termination. In the event
Trompeter terminates the employment period at any time for a
reason other than cause, Mr. Norwood will be entitled to
certain severance benefits for a period of six months after date
of termination.

Mr. Norwood and Trompeter have entered into
a Salary Continuation Agreement, dated October 2000, as amended
in July 2004, that provides certain severance benefits if
Mr. Norwoods employment with Trompeter is terminated
(or if Mr. Norwood dies) within 24 months following a
change of control. The Salary Continuation Agreement
defines several events any one of which will constitute a
change of control. One event constituting a
change of control is a merger, business combination,
sale of stock or other transaction in which the holders of more
than 50% of Sterlings voting equity interests immediately
prior to the transaction dispose of all or substantially all of
their equity interest in Sterling.

In addition, Mr. Norwood and Trompeter have
entered into a Salary Continuation Agreement, dated August 2004,
that provides certain severance benefits if
Mr. Norwoods employment with Trompeter is terminated
(or if Mr. Norwood dies) within 12 months following a
change of control. The Salary Continuation Agreement
defines several events any one of which will constitute a
change of control. One event constituting a
change of control is a merger or consolidation of
Stratos with any other corporation, other than a merger or
consolidation which would result in Stratos voting
securities outstanding immediately prior to such transaction
continuing to represent at least 50% of the total voting power
represented by Stratos voting securities or such surviving
entity or its parent outstanding immediately after such merger
or consolidation.

Employee Stock Purchase Plan.In November 2003, Stratos
shareholders adopted the Stratos Lightwave, Inc. 2003 Employee
Stock Purchase Plan (the ESPP). The purpose of the
ESPP is to assist eligible employees of Stratos and its
designated subsidiary corporations in acquiring stock ownership
in Stratos.

Under the ESPP, an eligible employee will be
granted options to purchase shares of Stratos common stock
through payroll deductions, at a discount from the then current
market price, without payment of commissions or other charges.
The proceeds, if any, received by Stratos from the sale of
shares of common stock pursuant to the ESPP will be used for
general corporate purposes. There were no options granted under
the ESPP in fiscal year 2004.

9



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##### Table of Contents



In the event of any stock split, reverse stock
split, stock dividend, combination or reclassification of the
Stratos common stock or any other increase or decrease in the
number of outstanding shares of Stratos common stock implemented
without receipt of consideration, the Stratos board shall adjust
each of the following under the ESPP: (1) the price and
number of shares covered by each outstanding option;
(2) the number of shares authorized for issuance; and
(3) the number of shares available for annual increases in
available shares.

In the event of the sale of all or substantially
all of Stratos assets or a merger, consolidation or other
capital reorganization of Stratos with or into another
corporation, unless refused by the successor corporation, each
outstanding option shall be assumed or replaced with a
substitute option. If the successor corporation refuses to
assume or replace outstanding options, the purchase date for the
then current offering period will be accelerated to a date on or
before the closing of the transaction. In the event of any such
corporate transaction or a recapitalization, rights offering or
other increase or reduction in the outstanding shares of Stratos
common stock, the Stratos board may also adjust the price and
number of shares covered by each outstanding option.

Compensation Committee Interlocks and Insider
Participation in Compensation Decisions

The Stratos compensation committee during the
2004 fiscal year was composed of Messrs. OConnell,
Harris and Barrett. No interlocking relationships exist between
any member of the Stratos Board of Directors or compensation
committee and any member of any other companys board of
directors or compensation committee.




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

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 2004 fiscal year.

Equity Compensation Plan Information

|                                                                  |  |                         |           |                     |  |                         |      |  |  |  |         | 
|----------------------------------------------------------------- |  | ----------------------- | --------- | ------------------- |  | ----------------------- | ---- |  |  |  | ------- | 
|                                                                  |  |                         |           |                     |  | 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)(3)       
|                                                                  |  |                         |           |                     |  |                        
|Equity compensation plans approved by security
    holders(1)     |  |                         | 1,428,245 |                     |  | $                       | 7.03 |  |  |  | 624,649 | 
|Equity compensation plans not approved by
    security holders(2) |  |                         | 39,024    |                     |  | $                       | 6.58 |  |  |  | 0       | 
|Total                                                             |  |                         | 1,467,269 |                     |  | $                       | 7.01 |  |  |  | 624,649 | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The equity compensation plans approved by
    security holders are the Stratos Lightwave, Inc. 2003 Stock Plan
    (the 2003 Stock Plan) and the Stratos Lightwave,
    Inc. 2000 Stock Plan, as amended and restated (the 2000
    Stock Plan). The 2003 Stock Plan permits the Company to
    award stock options, stock appreciation rights and restricted
    stock awards to present and future directors, officers,
    employees and others performing services to the Company or any
    of its subsidiaries or affiliates. Pursuant to the 2003 Stock
    Plan, the maximum number of shares for which awards may be
    issued is 1,370,000.
|   
|(2) | Stratos only equity compensation plan not
    approved by security holders is the Stratos Lightwave, Inc. 2002
    Stock Plan for Acquired Companies (the 2002 Stock
    Plan).                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

10



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##### Table of Contents





|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | The Company has reserved for issuance 624,649
    shares of its common stock under the 2003 Stock Plan. Following
    shareholder approval of the 2003 Stock Plan on November 6,
    2003, no additional awards may be granted under the 2000 Stock
    Plan or the 2002 Stock Plan. The approval of the 2003 Stock
    Plan, however, has not affected and will not affect any awards
    granted under the 2000 Stock Plan or the 2002 Stock Plan prior
    to November 6, 2003.

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, 2004.

|                                                          |  |                             |           |                  |  |  |       | 
|--------------------------------------------------------- |  | --------------------------- | --------- | ---------------- |  |  | ----- | 
|                                                          |  | Number of Shares and Nature |           |                 
|Name and Address of Beneficial Owner                      |  | of Beneficial Ownership     |           | Percent of Class
|                                                          |  |                             |           |                 
|Citigroup Inc.(1)                                         |  |                             | 3,307,365 |                  |  |  | 23.1% | 
|399 Park Avenue
    New York, NY 10043                    |  |                             |           |                  |  |  |       | 
|William N. and Carol A. Stout Trust
    dated 11/24/98(2) |  |                             | 1,138,640 |                  |  |  | 8.0%  | 
|8084 McKenzie Ct.
    Las Vegas, Nevada 89129             |  |                             |           |                  |  |  |       | 
|State of Wisconsin Investment Board(3)                    |  |                             | 1,059,999 |                  |  |  | 7.86% | 
|P.O. Box 7842
    Madison, Wisconsin 53707                |  |                             |           |                  |  |  |       | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Based solely on a Schedule 13F filed with
    the SEC on August 13, 2004. Citigroup Inc. has sole voting
    and dispositive power with respect to the 3,307,365 shares of
    Stratos common stock.                                                                                                                                                                                                                                                                            
|   
|(2) | Based solely on a Schedule 13G filed with
    the SEC on November 13, 2003. The Trust directly holds
    1,138,640 shares, and Mr. and Ms. Stout, as trustees and
    beneficiaries of the Trust, may be deemed to indirectly
    beneficially own such shares and to have sole voting and
    dispositive power with respect to such shares. In addition,
    Mr. Stout directly holds 12,421 shares and has sole voting
    and dispositive power with respect to such shares.
|   
|(3) | Based solely on a Schedule 13G filed with
    the SEC on February 11, 2004. 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.                                                                                                                                                                                                  

11



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##### Table of Contents



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 13, 2004 by each of Stratos directors and
executive officers, and by all directors and executive officers
as a group. The address of each beneficial owner listed in the
below table is c/o Stratos International, Inc.,
7444 West Wilson Avenue, Chicago, Illinois 60706. 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 |           |                 
|Name of Beneficial Owner                                             |  | Ownership            |           | Percent of Class
|                                                                     |  |                      |           |                 
|Richard C.E. Durrant                                                 |  |                      | 41,039    | (1)              |  |  | *   |  
|Brian J. Jackman                                                     |  |                      | 3,500     | (2)              |  |  | *   |  
|James W. McGinley                                                    |  |                      | 738,599   | (3)              |  |  | 5.2 | %
|Charles Daniel Nelsen                                                |  |                      | 15,385    | (4)              |  |  | *   |  
|Edward J. OConnell                                                  |  |                      | 15,080    | (5)              |  |  | *   |  
|Philip A. Harris                                                     |  |                      | 32,702    | (6)              |  |  | *   |  
|William T. Comfort                                                   |  |                      | 12,000    | (7)              |  |  | *   |  
|Reginald W. Barrett                                                  |  |                      | 65,826    | (8)              |  |  | *   |  
|David Y. Howe                                                        |  |                      | 69,110    | (9)              |  |  | *   |  
|Newell V. Starks                                                     |  |                      | 189,922   | (10)             |  |  | 1.3 | %
|David A. Slack                                                       |  |                      | 38,441    | (11)             |  |  | *   |  
|Joe Norwood                                                          |  |                      | 173,236   | (12)             |  |  | 1.2 | %
|All Directors and Executive Officers as a Group
    (11 individuals) |  |                      | 1,349,840 | (13)             |  |  | 9.5 | %



---



| |   |                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------
| | * | Percentage represents less than 1% of the total
    shares of Stratos common stock outstanding as of August 13,
    2004.



| |     |                                                                                                                                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Includes 16,039 shares subject to options
    exercisable within sixty days and 25,000 shares of restricted
    stock.                                                                                                                                                                                                                    
|
| | (2) | Includes 3,000 shares subject to options
    exercisable within sixty days.                                                                                                                                                                                                                                                               
|
| | (3) | Includes 1,854 shares held in the Stratos
    Lightwave, Inc. 401(k) Savings Plan, 121 shares held by his
    wife, 154,474 shares held as special fiduciary and beneficiary
    under The William J. McGinley Trust No. 2, 182,500 shares
    subject to options exercisable within sixty days and 18,000
    shares of restricted stock.
|
| | (4) | Includes 385 shares held in an individual
    retirement account, 3,000 shares subject to options exercisable
    within sixty days and 12,000 shares of restricted stock.                                                                                                                                                                
|
| | (5) | Includes 50 shares held jointly with his wife, 30
    shares held in an individual retirement account, 3,000 shares
    subject to options exercisable within sixty days and 12,000
    shares of restricted stock.                                                                                                                       
|
| | (6) | Includes 12,000 shares of restricted stock.                                                                                                                                                                                                                                                                                               
|
| | (7) | Represents 12,000 shares of restricted stock.                                                                                                                                                                                                                                                                                             
|
| | (8) | Includes 12,000 shares of restricted stock.                                                                                                                                                                                                                                                                                               
|
| | (9) | Includes 12,000 shares of restricted stock.                                                                                                                                                                                                                                                                                               



|     |                                                                                                                                                                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Includes 50,000 shares of restricted stock,
    12,421 shares held as sole member of Kennan Road LLC and 106,799
    shares held as sole member of Kennan Road II LLC.                                                                                     
|    
|(11) | Includes 2,326 shares held in an individual
    retirement account, 495 shares held jointly with his wife, 2,100
    shares held by his wife, 23,520 shares subject to options
    exercisable within sixty days and 10,000 shares of restricted
    stock.

12



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##### Table of Contents





|     |                                                                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(12) | Includes 40,000 shares of restricted stock and
    125,236 shares as beneficiary of Norwood Family Trust dated
    November 10, 2003.                                                                                                                        
|    
|(13) | Includes 231,059 shares subject to options
    exercisable within sixty days, 4,595 shares held in retirement
    plans, 125,236 shares held in trust, 545 shares held jointly,
    2,221 shares held by a spouse and 215,000 shares of restricted
    stock.




Item 13.Certain
Relationships and Related Transactions.

None.




Item 14.Principal
Accountant Fees and Services.

The following table presents fees for
professional services rendered by Ernst & Young, LLP
(Ernst & Young) in fiscal 2004 and fiscal 2003.

|                   |  |      |         |      |  |   |         | 
|------------------ |  | ---- | ------- | ---- |  | - | ------- | 
|                   |  | 2004 |         | 2003
|                   |  |      |         |     
|Audit Fees         |  | $    | 512,308 |      |  | $ | 228,000 | 
|Audit-Related Fees |  |      | 96,871  |      |  |   | 163,834 | 
|Tax Fees           |  |      | 18,693  |      |  |   | 2,700   | 
|All Other Fees     |  |      |        |      |  |   |        | 
|                   |  |      |         |      |  |   |         | 
|                   |  | $    | 627,872 |      |  | $ | 395,434 | 
|                   |  |      |         |      |  |   |         | 

Audit Fees are fees Stratos paid to
Ernst & Young for professional services relating to the
annual audit of the Companys consolidated financial
statements included in the Companys annual report on
Form 10-K, review of the financial statements included in
the Companys quarterly reports on Form 10-Q and the
filing of registration statements with the SEC.

Audit-Related Fees consist of fees
paid to Ernst & Young for services associated with the
audit of the Companys Stratos Lightwave, Inc. 401(k)
Savings Plan and due diligence assistance related to business
acquisitions.

Tax Fees relate primarily to fees
paid to Ernst & Young in connection with consultations
on various tax planning and compliance matters.

All Other Fees are fees for any
products and services provided by Ernst & Young that
are not included in the first three categories.

All audit-related services, tax services and
other services were pre-approved by the audit committee prior to
performance.

13



---



##### Table of Contents






PART IV






|         |                                                                      
|-------- | ---------------------------------------------------------------------
|Item 15. | Exhibits, Financial Statement Schedules,
    and Reports on Form 8-K.

(a)1. Financial Statements.The
financial statements listed under Stratos International,
Inc. Index to Financial Statements on page F-1 are
filed as part of the annual report on Form 10-K filed
July 29, 2004.

2. Financial Statement Schedule.Schedule II  Valuation and Qualifying
Accounts and reserves is filed as part of the annual report on
Form 10-K filed July 29, 2004.

3. Exhibits Required by Item 601 of
Regulation S-K and Paragraph (c) Below.

See response to Item 15(c) below.

(c) Exhibits

|        |    |                         |  |                                                                                                                                                                                                                                                                        
|------- | -- | ----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |                        
|Number  |    | Description of Document
|        |    |                        
|        | 2  | .1                      |  | Agreement and Plan of Merger, dated as of
    July 2, 2003, as amended as of August 19, 2003 and
    October 31, 2003, among Stratos Lightwave, Inc., Sleeping
    Bear Merger Corp. and Sterling Holding Company(11)                                                  
|        | 3  | .1                      |  | Restated Certificate of Incorporation of
    Registrant(12)                                                                                                                                                                                                            
|        | 3  | .2                      |  | Bylaws of Registrant(1)                                                                                                                                                                                                                                                
|        | 3  | .3                      |  | Certificate of Designation of Series A
    Junior Participating Preferred Stock, included as Exhibit A
    to Exhibit 4.3                                                                                                                                              
|        | 3  | .4                      |  | Certificate of Designation for Series B
    Preferred Stock(10)                                                                                                                                                                                                        
|        | 4  | .1                      |  | Specimen certificate representing the common
    stock(1)                                                                                                                                                                                                              
|        | 4  | .2                      |  | Specimen Certificate representing the
    Series B Preferred Stock(12)                                                                                                                                                                                                 
|        | 4  | .3                      |  | Rights Agreement, dated as of March 23,
    2001, between Stratos International, Inc. and Mellon Investor
    Services LLC(2)                                                                                                                                          
|        | 4  | .4                      |  | First Amendment, dated as of July 2, 2003,
    to Rights Agreement, dated as of March 23, 2001, between
    Stratos Lightwave, Inc. and Mellon Investor Services LLC, as
    Rights Agent(9)                                                                           
|        | 4  | .5                      |  | Registration Rights Agreement, dated as of
    July 2, 2003, among Stratos Lightwave, Inc., Citicorp
    Venture Capital Ltd., the William N. and Carol A.
    Stout Trust dated 11/24/98 and the William N. and
    Carol A. Stout Charitable Remainder Unit Trust(10)
|        | 4  | .6                      |  | Standstill Agreement, dated as of July 2,
    2003, between Stratos Lightwave, Inc. and Citicorp Venture
    Capital Ltd.(10)                                                                                                                                          
|        | 10 | .1                      |  | Form of Indemnity Agreement between Registrant
    and Registrants directors and officers**(1)                                                                                                                                                                        
|        | 10 | .2                      |  | Stratos Lightwave, Inc. 2000 Stock Plan, as
    amended and restated(3)                                                                                                                                                                                                
|        | 10 | .3                      |  | Agreement and Plan of Reorganization, dated
    January 22, 2002, by and among the Registrant, Tundra
    Acquisition Corp. and Tsunami Optics, Inc.(4)                                                                                                                
|        | 10 | .4                      |  | Stratos Lightwave, Inc. 2002 Stock Plan for
    Acquired Companies(5)                                                                                                                                                                                                  
|        | 10 | .5                      |  | Agreement and Plan of Reorganization, dated
    March 18, 2002, by and among the Registrant, Polar
    Acquisition Corp. and Paracer, Inc.(6)                                                                                                                          
|        | 10 | .6                      |  | Management Retention Agreement between the
    Registrant and James McGinley**(7)                                                                                                                                                                                      
|        | 10 | .7                      |  | Management Retention Agreement between the
    Registrant and David Slack**(7)                                                                                                                                                                                         
|        | 10 | .8                      |  | Management Retention Agreement between the
    Registrant and Richard Durrant**(7)                                                                                                                                                                                     
|        | 10 | .9                      |  | Stratos Lightwave, Inc. Severance Plan**(7)                                                                                                                                                                                                                            
|        | 10 | .10                     |  | Agreement and Plan of Merger, dated as of
    July 2, 2003, as amended as of August 19, 2003 and
    October 31, 2003, among Stratos Lightwave, Inc., Sleeping
    Bear Merger Corp. and Sterling Holding Company(11)                                                  
|        | 10 | .11                     |  | Amendment to Management Retention Agreement
    between the Registrant and James McGinley**(8)                                                                                                                                                                         
|        | 10 | .12                     |  | Amendment to Management Retention Agreement
    between the Registrant and David Slack**(8)                                                                                                                                                                            
|        | 10 | .13                     |  | Amendment to Management Retention Agreement
    between the Registrant and Richard Durrant**(8)                                                                                                                                                                        
|        | 10 | .14                     |  | Amendment to Stratos Lightwave, Inc. Severance
    Plan**(8)                                                                                                                                                                                                           
|        | 10 | .15                     |  | Stratos Lightwave, Inc. 2003 Stock Plan**(10)                                                                                                                                                                                                                          

14



---



##### Table of Contents



|        |    |                         |  |                                                                                                                                                           
|------- | -- | ----------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |                        
|Number  |    | Description of Document
|        |    |                        
|        | 10 | .16                     |  | Stratos Lightwave, Inc. 2003 Employee Stock
    Purchase Plan**(10)                                                                                       
|        | 10 | .17                     |  | Employment, Confidentiality and Noncompete
    Agreement, dated as of November 3, 1997, by and between
    Trompeter Electronics, Inc. and Joe Norwood* **
|        | 10 | .18                     |  | Salary Continuation Agreement, dated as of
    October 18, 2000, by and between Trompeter Electronics,
    Inc. and Joe Norwood* **                       
|        | 10 | .19                     |  | Amendment to Salary Continuation Agreement, dated
    as of July 26, 2004, by and between Trompeter Electronics,
    Inc. and Joe Norwood* **             
|        | 10 | .20                     |  | Salary Continuation Agreement, dated as of
    August 10, 2004, by and between Trompeter Electronics, Inc.
    and Joe Norwood* **                        
|        | 10 | .21                     |  | Amendment to Management Retention Agreement
    between the Registrant and James McGinley* **                                                             
|        | 14 |                         |  | Stratos International, Inc. Code of Business
    Conduct and Ethics                                                                                      
|        | 21 |                         |  | List of Subsidiaries                                                                                                                                     
|        | 23 |                         |  | Consent of Ernst & Young LLP                                                                                                                             
|        | 24 |                         |  | Power of Attorney (contained in the signature
    page to this annual report on Form 10-K)                                                               
|        | 31 | .1                      |  | Rule 13a-14(a)/15d-14(a) Certification of
    Principal Executive Officer*                                                                                
|        | 31 | .2                      |  | Rule 13a-14(a)/15d-14(a) Certification of
    Principal Financial Officer*                                                                                
|        | 32 | .1                      |  | Section 1350 Certification of Chief
    Executive Officer                                                                                                
|        | 32 | .2                      |  | Section 1350 Certification of Chief
    Financial Officer                                                                                                
|        | 99 |                         |  | Cautionary Statements                                                                                                                                    



---



| |     |                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------
| | (1) | Incorporated by reference to the
    Registrants Registration Statement on Form S-1
    effective June 26, 2000.          
|
| | (2) | Incorporated by reference to the
    Registrants Form 8-K dated March 22, 2001.                                           
|
| | (3) | Incorporated by reference to the
    Registrants Annual Report on Form 10-K for the year
    ended April 30, 2001.        
|
| | (4) | Incorporated by reference to the
    Registrants Form 8-K dated February 4, 2002.                                         
|
| | (5) | Incorporated by reference to the
    Registrants Registration Statement on Form S-8 dated
    January 31, 2002.           
|
| | (6) | Incorporated by reference to the
    Registrants Form 8-K dated March 28, 2002.                                           
|
| | (7) | Incorporated by reference to the
    Registrants Quarterly Report on Form 10-Q for the
    quarter ended October 31, 2002.
|
| | (8) | Incorporated by reference to the
    Registrants Annual Report on Form 10-K for the fiscal
    year ended April 30, 2003. 
|
| | (9) | Incorporated by reference to the
    Registrants Form 8-A/A filed August 7, 2003.                                         



|     |                                                                                                           
|---- | ----------------------------------------------------------------------------------------------------------
|(10) | Incorporated by reference to the
    Registrants Form S-4/A effective September 29,
    2003.            
|    
|(11) | Incorporated by reference to the
    Registrants Form 8-K dated November 6, 2003.                        
|    
|(12) | Incorporated by reference to the Quarterly Report
    on Form 10-Q for the quarter ended October 31, 2003.



| |   |                
| | - | ---------------
| | * | Filed herewith.



| |    |                                                                                                                                       
| | -- | --------------------------------------------------------------------------------------------------------------------------------------
| | ** | Management contract or compensatory plan or
    arrangement required to be filed as an exhibit to this annual
    report on Form 10-K.



| |   |                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------
| |  | Filed as exhibit to Stratos International,
    Inc.s Annual Report on Form 10-K, filed July 29,
    2004.

(d) Financial Statement Schedules



| |                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------
| | Schedule II  Valuation and
    Qualifying Accounts and Reserves is filed as part of the annual
    report on Form 10-K filed July 29, 2004.

15



---



##### Table of Contents



SIGNATURES

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



| |                            
| | ---------------------------
| | STRATOS INTERNATIONAL, INC.



| |     |                      
| | --- | ---------------------
| | BY: | /s/ JAMES W. MCGINLEY

| |                                          
| | -----------------------------------------
| |                                          
| | James W. McGinley                        
| | President and Chief Executive
    Officer
| | (Principal Executive Officer)            

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities and the dates indicated.

|                                       |  |                                                                                                                      |  |                 |  | 
|-------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | --------------- |  | 
|                                       |  |                                                                                                                      |  |                
|Signature                              |  | Title                                                                                                                |  | Date           
|                                       |  |                                                                                                                      |  |                
|                                      
|/s/ JAMES W. MCGINLEYJames W. McGinley |  | Director, President and Chief Executive
    Officer
    (Principal Executive Officer)                                |  | August 30, 2004
|                                      
|/s/ DAVID A. SLACKDavid A. Slack       |  | Senior Vice President  Finance and Chief
    Financial Officer
    (Principal Financial and
    Accounting Officer) |  | August 30, 2004
|                                      
|*Brian J. Jackman                      |  | Director                                                                                                             |  | August 30, 2004
|                                      
|*Charles Daniel Nelsen                 |  | Director                                                                                                             |  | August 30, 2004
|                                      
|*Edward J. OConnell                   |  | Director                                                                                                             |  | August 30, 2004
|                                      
|*Reginald W. Barrett                   |  | Director                                                                                                             |  | August 30, 2004
|                                      
|*Philip A. Harris                      |  | Director                                                                                                             |  | August 30, 2004
|                                      
|*David Y. Howe                         |  | Director                                                                                                             |  | August 30, 2004
|                                      
|*Newell V. Starks                      |  | Director                                                                                                             |  | August 30, 2004

16



---



##### Table of Contents



|                        |  |                                                        |  |                 |  | 
|----------------------- |  | ------------------------------------------------------ |  | --------------- |  | 
|                        |  |                                                        |  |                
|Signature               |  | Title                                                  |  | Date           
|                        |  |                                                        |  |                
|                       
|*William T. Comfort III |  | Director                                               |  | August 30, 2004
|                       
|*By:                    |  | /s/ JAMES W. MCGINLEYJames W. McGinleyAttorney-in-fact |  |                 |  | 

17



---



##### Table of Contents



EXHIBIT INDEX

|        |    |                         |  |                                                                                                                                                                                                                                                                        
|------- | -- | ----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |                        
|Number  |    | Description of Document
|        |    |                        
|        | 2  | .1                      |  | Agreement and Plan of Merger, dated as of
    July 2, 2003, as amended as of August 19, 2003 and
    October 31, 2003, among Stratos Lightwave, Inc., Sleeping
    Bear Merger Corp. and Sterling Holding Company(11)                                                  
|        | 3  | .1                      |  | Restated Certificate of Incorporation of
    Registrant(12)                                                                                                                                                                                                            
|        | 3  | .2                      |  | Bylaws of Registrant(1)                                                                                                                                                                                                                                                
|        | 3  | .3                      |  | Certificate of Designation of Series A
    Junior Participating Preferred Stock, included as Exhibit A
    to Exhibit 4.3                                                                                                                                              
|        | 3  | .4                      |  | Certificate of Designation for Series B
    Preferred Stock(10)                                                                                                                                                                                                        
|        | 4  | .1                      |  | Specimen certificate representing the common
    stock(1)                                                                                                                                                                                                              
|        | 4  | .2                      |  | Specimen Certificate representing the
    Series B Preferred Stock(12)                                                                                                                                                                                                 
|        | 4  | .3                      |  | Rights Agreement, dated as of March 23,
    2001, between Stratos International, Inc. and Mellon Investor
    Services LLC(2)                                                                                                                                          
|        | 4  | .4                      |  | First Amendment, dated as of July 2, 2003,
    to Rights Agreement, dated as of March 23, 2001, between
    Stratos Lightwave, Inc. and Mellon Investor Services LLC, as
    Rights Agent(9)                                                                           
|        | 4  | .5                      |  | Registration Rights Agreement, dated as of
    July 2, 2003, among Stratos Lightwave, Inc., Citicorp
    Venture Capital Ltd., the William N. and Carol A.
    Stout Trust dated 11/24/98 and the William N. and
    Carol A. Stout Charitable Remainder Unit Trust(10)
|        | 4  | .6                      |  | Standstill Agreement, dated as of July 2,
    2003, between Stratos Lightwave, Inc. and Citicorp Venture
    Capital Ltd.(10)                                                                                                                                          
|        | 10 | .1                      |  | Form of Indemnity Agreement between Registrant
    and Registrants directors and officers**(1)                                                                                                                                                                        
|        | 10 | .2                      |  | Stratos Lightwave, Inc. 2000 Stock Plan, as
    amended and restated(3)                                                                                                                                                                                                
|        | 10 | .3                      |  | Agreement and Plan of Reorganization, dated
    January 22, 2002, by and among the Registrant, Tundra
    Acquisition Corp. and Tsunami Optics, Inc.(4)                                                                                                                
|        | 10 | .4                      |  | Stratos Lightwave, Inc. 2002 Stock Plan for
    Acquired Companies(5)                                                                                                                                                                                                  
|        | 10 | .5                      |  | Agreement and Plan of Reorganization, dated
    March 18, 2002, by and among the Registrant, Polar
    Acquisition Corp. and Paracer, Inc.(6)                                                                                                                          
|        | 10 | .6                      |  | Management Retention Agreement between the
    Registrant and James McGinley**(7)                                                                                                                                                                                      
|        | 10 | .7                      |  | Management Retention Agreement between the
    Registrant and David Slack**(7)                                                                                                                                                                                         
|        | 10 | .8                      |  | Management Retention Agreement between the
    Registrant and Richard Durrant**(7)                                                                                                                                                                                     
|        | 10 | .9                      |  | Stratos Lightwave, Inc. Severance Plan**(7)                                                                                                                                                                                                                            
|        | 10 | .10                     |  | Agreement and Plan of Merger, dated as of
    July 2, 2003, as amended as of August 19, 2003 and
    October 31, 2003, among Stratos Lightwave, Inc., Sleeping
    Bear Merger Corp. and Sterling Holding Company(11)                                                  
|        | 10 | .11                     |  | Amendment to Management Retention Agreement
    between the Registrant and James McGinley**(8)                                                                                                                                                                         
|        | 10 | .12                     |  | Amendment to Management Retention Agreement
    between the Registrant and David Slack**(8)                                                                                                                                                                            
|        | 10 | .13                     |  | Amendment to Management Retention Agreement
    between the Registrant and Richard Durrant**(8)                                                                                                                                                                        
|        | 10 | .14                     |  | Amendment to Stratos Lightwave, Inc. Severance
    Plan**(8)                                                                                                                                                                                                           
|        | 10 | .15                     |  | Stratos Lightwave, Inc. 2003 Stock Plan**(10)                                                                                                                                                                                                                          
|        | 10 | .16                     |  | Stratos Lightwave, Inc. 2003 Employee Stock
    Purchase Plan**(10)                                                                                                                                                                                                    
|        | 10 | .17                     |  | Employment, Confidentiality and Noncompete
    Agreement, dated as of November 3, 1997, by and between
    Trompeter Electronics, Inc. and Joe Norwood* **                                                                                                             
|        | 10 | .18                     |  | Salary Continuation Agreement, dated as of
    October 18, 2000, by and between Trompeter Electronics,
    Inc. and Joe Norwood* **                                                                                                                                    



---



##### Table of Contents



|        |    |                         |  |                                                                                                                                              
|------- | -- | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |                        
|Number  |    | Description of Document
|        |    |                        
|        | 10 | .19                     |  | Amendment to Salary Continuation Agreement, dated
    as of July 26, 2004, by and between Trompeter Electronics,
    Inc. and Joe Norwood* **
|        | 10 | .20                     |  | Salary Continuation Agreement, dated as of
    August 10, 2004, by and between Trompeter Electronics, Inc.
    and Joe Norwood* **           
|        | 10 | .21                     |  | Amendment to Management Retention Agreement
    between the Registrant and James McGinley* **                                                
|        | 14 |                         |  | Stratos International, Inc. Code of Business
    Conduct and Ethics                                                                         
|        | 21 |                         |  | List of Subsidiaries                                                                                                                        
|        | 23 |                         |  | Consent of Ernst & Young LLP                                                                                                                
|        | 24 |                         |  | Power of Attorney (contained in the signature
    page to this annual report on Form 10-K)                                                  
|        | 31 | .1                      |  | Rule 13a-14(a)/15d-14(a) Certification of
    Principal Executive Officer*                                                                   
|        | 31 | .2                      |  | Rule 13a-14(a)/15d-14(a) Certification of
    Principal Financial Officer*                                                                   
|        | 32 | .1                      |  | Section 1350 Certification of Chief
    Executive Officer                                                                                   
|        | 32 | .2                      |  | Section 1350 Certification of Chief
    Financial Officer                                                                                   
|        | 99 |                         |  | Cautionary Statements                                                                                                                       



---



|    |                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to the
    Registrants Registration Statement on Form S-1
    effective June 26, 2000.          
|   
|(2) | Incorporated by reference to the
    Registrants Form 8-K dated March 22, 2001.                                           
|   
|(3) | Incorporated by reference to the
    Registrants Annual Report on Form 10-K for the year
    ended April 30, 2001.        
|   
|(4) | Incorporated by reference to the
    Registrants Form 8-K dated February 4, 2002.                                         
|   
|(5) | Incorporated by reference to the
    Registrants Registration Statement on Form S-8 dated
    January 31, 2002.           
|   
|(6) | Incorporated by reference to the
    Registrants Form 8-K dated March 28, 2002.                                           
|   
|(7) | Incorporated by reference to the
    Registrants Quarterly Report on Form 10-Q for the
    quarter ended October 31, 2002.
|   
|(8) | Incorporated by reference to the
    Registrants Annual Report on Form 10-K for the fiscal
    year ended April 30, 2003. 
|   
|(9) | Incorporated by reference to the
    Registrants Form 8-A/ A filed August 7, 2003.                                        



|     |                                                                                                           
|---- | ----------------------------------------------------------------------------------------------------------
|(10) | Incorporated by reference to the
    Registrants Form S-4/ A effective September 29,
    2003.           
|    
|(11) | Incorporated by reference to the
    Registrants Form 8-K dated November 6, 2003.                        
|    
|(12) | Incorporated by reference to the Quarterly Report
    on Form 10-Q for the quarter ended October 31, 2003.



| |   |                
| | - | ---------------
| | * | Filed herewith.



|   |                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------
|** | Management contract or compensatory plan or
    arrangement required to be filed as an exhibit to this annual
    report on Form 10-K.



| |   |                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------
| |  | Filed as exhibit to Stratos International,
    Inc.s Annual Report on Form 10-K, filed July 29,
    2004.