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Note: Redacted portions have been marked with (***). The redacted portions are
subject to a request for confidential treatment that has been filed with the
Securities and Exchange Commission.

                                                                   EXHIBIT 10.32


                   FIRST AMENDMENT TO PROCUREMENT AGREEMENT


     This amendment (the "Amendment") is entered into as of April 10, 2001, by
and between Tellium, Inc, a Delaware Corporation ("Supplier") and Qwest
Communications Corporation ("Qwest"), a Delaware corporation.

     Reference is made to that certain Procurement Agreement, made as of
September 18, 2000 (the "Agreement") by and between Supplier and Qwest.  All
capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Agreement.

     For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, and intending to be legally bound hereby, the Parties
hereto agree as follows:

     1. The phrase "December 31, 2003" in first sentence of Section 2.1 of the
        Agreement shall be replaced with the phrase "December 31, 2005" so that
        such sentence reads in its entirety as follows:

        The initial term of this Agreement (the "Initial Term") commences on the
        Effective Date and continues until December 31, 2005, unless earlier
        terminated or extended in accordance with other provisions of this
        Agreement or unless extended in writing by the Parties.

     2. Section 2.2 (a) shall be deleted in its entirety and replaced with the
        following:

        Subject to the terms and conditions of this Agreement, including its
        Schedules, during the Initial Term, Qwest will make purchases of
        Products under this Agreement as follows: (a) during the period from the
        (***) until (***), Qwest will make purchases under this Agreement in an
        aggregate amount of not less than (***) (the "First Milestone"), (b)
        during the period from (***) until (***), Qwest will make purchases
        under this Agreement in an aggregate amount of not less than (***) (the
        "Second Milestone"), (c) during the period from (***) until (***), Qwest
        will make purchases under this Agreement in an aggregate amount of not
        less than (***) (the "Third Milestone") and (d) during the period from
        (***) until (***), Qwest will make purchases under this Agreement in an
        aggregate amount of not less than (***) (the "Fourth Milestone") and (e)
        during the period from (***) until (***), Qwest will make purchases
        under this Agreement in an aggregate amount of not less than (***) (the
        "Fifth Milestone") (each of the First Milestone, Second Milestone,
        Third Milestone, Fourth Milestone and Fifth Milestone individually a
        "Milestone" and collectively, the "Commitment"); provided that if in
        (***) is (***) for the (***), (***) may (***) of an (***) of the (***)
        of the (***) and (***), and upon such a (***), the (***) shall (***) a
        (***) and any such (***) shall
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Note: Redacted portions have been marked with (***). The redacted portions are
subject to a request for confidential treatment that has been filed with the
Securities and Exchange Commission.

         be (***) by the parties (***). The above amounts are net of any
         discounts Qwest receives on the price of the Products.

      3. Section 2.2(c) shall be deleted in its entirety and replaced with the
         following:

         Subject to Section 21.3, all purchases of Products or Services from
         Supplier and its Affiliates by Qwest and Qwest Affiliates will be
         credited towards the Commitment. Any purchases made in excess of any
         Milestone amount will be credited towards the next succeeding Milestone
         amount.

      4. Section 6.1 shall be deleted in its entirety and replaced with the
         following:

         For all Purchase Orders placed on or after the date hereof and until
         Qwest has purchased (***) of Products (the "Increased Discount
         Threshold"), Qwest will receive a discount of (***) off the list price
         of the Products set forth in Schedule C (the "List Price"). For all
                                      ----------
         Purchase Orders placed after Qwest has purchased an amount in excess of
         the Increased Discount Threshold, Qwest will receive a discount of
         (***).


      All other provisions of the Agreement shall remain unchanged and in full
force and effect, and nothing in this Amendment shall affect any other provision
of the Agreement as in effect prior to the date hereof.

      This Amendment may be executed in one or more counterparts, each of which
when so executed shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed signature page
of this Amendment by facsimile transmission shall be effective as delivery of a
manually-executed counterpart hereof.

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Note: Redacted portions have been marked with (***). The redacted portions are
subject to a request for confidential treatment that has been filed with the
Securities and Exchange Commission.

    IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date
above written.

Tellium, Inc.                             Qwest Communications Corporation

By:  /s/ Nicholas DeVito                  By:  /s/
     ---------------------------               --------------------------
Name:  Nicholas DeVito                    Name:
                                                 ------------------------
Title: V.P. Business Development          Title:
                                                 ------------------------

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