<PAGE>


                                    FORM 10-Q

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2001

              [ ] 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 0-12751

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


          Delaware                                              52-2041343
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

            7015 Albert Einstein Drive, Columbia, Maryland 21046-9400
               (Address of principal executive offices) (Zip Code)

                                 (443) 259-4000
              (Registrant's telephone number, including area code)



      --------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

         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   ___X____                  No_______






Number of shares of Common Stock, $0.01 par value, outstanding at
July 28, 2001: 360,100,877.



                                       - 1 -

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                             Page
                                                                                                             ----
<S>                                                                                                         <C>
                                    Part I - Financial Information

Item 1.  Financial Statements

              Unaudited condensed consolidated balance sheets as of December 30, 2000 and June 30, 2001....    3

              Unaudited condensed consolidated statements of operations for the
              three and six months ended July 1, 2000 and June 30, 2001....................................    4

              Unaudited condensed consolidated statements of cash flows for the
              six months ended July 1, 2000 and June 30, 2001..............................................    5

              Notes to unaudited condensed consolidated financial statements...............................    6

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.............   12

Item 3.  Quantitative and Qualitative Disclosure About Market Risk.........................................   18



                                      Part II - Other Information

Item 1.  Legal Proceedings ................................................................................   20

Item 2.  Changes in Securities and Use of Proceeds ........................................................   21

Item 3.  Defaults Upon Senior Securities ..................................................................   21

Item 4.  Submission of Matters to a Vote of Security Holders ..............................................   21

Item 5.  Other Information ................................................................................   21

Item 6.  Exhibits and Reports on Form 8-K .................................................................   21

</TABLE>






                                       - 2 -

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                       CORVIS CORPORATION AND SUBSIDIARIES

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

               (In thousands, except share and per share amounts)
<TABLE>
<CAPTION>

                                                                                     December 30,         June 30,
                                                                                         2000               2001
                                                                                      ----------         ----------
<S>                                                                                   <C>                  <C>
ASSETS
------
Current assets:
         Cash and cash equivalents                                                    $1,024,758         $  771,606
         Trade accounts receivable                                                        16,085             67,439
         Inventory, net                                                                  219,414            177,065
         Other current assets                                                             26,802             27,174
                                                                                      ----------         ----------
              Total current assets                                                     1,287,059          1,043,284

Restricted cash, long-term                                                                46,292             46,292
Property and equipment, net                                                              106,681            173,582
Goodwill and other intangible assets, net                                                929,204            162,064
Other long-term assets, net                                                               12,600             22,435
                                                                                      ----------         ----------
              Total assets                                                            $2,381,836         $1,447,657
                                                                                      ==========         ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
         Notes payable, current portion                                               $    1,438         $    1,599
         Capital lease obligations, current portion                                        1,841              4,662
         Accounts payable                                                                 90,995             38,784
         Accrued expenses and other liabilities                                           20,745             42,568
         Provision for restructuring and other charges                                        --             33,858
                                                                                      ----------         ----------
              Total current liabilities                                                  115,019            121,471
Noncurrent liabilities:
         Notes payable, net of current portion                                            44,529             44,466
         Capital lease obligations, net of current portion                                 1,380              2,485
         Deferred lease liability and other                                                4,315              6,245
                                                                                      ----------         ----------
              Total liabilities                                                          165,243            174,667

Commitments and contingencies
Redeemable stock                                                                          30,000             30,000
Stockholders' equity:
         Common stock--$0.01 par value; 425,121,094 shares authorized;
              348,039,489 shares issued and outstanding as of December 30,
              2000; 359,626,829 shares issued and outstanding as of June 30,
              2001                                                                         3,478              3,594
         Additional paid-in capital                                                    2,497,773          2,557,390
         Accumulated other comprehensive income (loss):
              Foreign currency translation adjustment                                     60,176            (20,499)
         Accumulated deficit                                                            (374,834)        (1,297,495)
                                                                                      ----------         ----------
         Total stockholders' equity                                                    2,186,593          1,242,990
                                                                                      ----------         ----------
              Total liabilities, redeemable stock and stockholders' equity            $2,381,836         $1,447,657
                                                                                      ==========         ==========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


                                       - 3 -

<PAGE>

                       CORVIS CORPORATION AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                             Three Months Ended             Six Months Ended
                                                           -------------------------     ----------------------------
                                                             July 1,        June 30,       July 1,         June 30,
                                                              2000            2001          2000             2001
                                                           ----------     ----------     ----------      -------------
<S>                                                        <C>            <C>            <C>             <C>
Revenue ................................................   $       --      $  64,959      $      --       $   149,046
Costs of revenue:
         Product sales .................................           --         40,542             --            93,445
         Inventory write-downs and other charges .......           --         99,166             --            99,166
                                                           ----------      ---------      ---------       -----------
         Gross profit (loss) ...........................           --        (74,749)            --           (43,565)

Operating expenses:
         Research and development, exclusive of
            equity-based expense........................       13,536         41,950         33,657            82,925
         Sales and marketing, exclusive of equity-
            based expense...............................        4,367         15,101          9,003            30,512
         General and administrative, exclusive
            of equity-based expense.....................        5,468          8,533          8,145            19,512
         Equity-based expense:
              Research and development..................          904         12,653          1,649            25,428
              Sales and marketing ......................       35,529          3,632         35,529             7,295
              General and administrative ...............        1,457          9,154          1,457            18,349
         Amortization of intangible assets .............          106         49,631            197           101,876
         Purchased research and development ............       40,300             --         40,300                --
         Restructuring, impairment and
            other charges...............................           --        606,735             --           606,735
                                                           ----------      ---------      ---------       -----------
              Total operating expenses .................      101,667        747,389        129,937           892,632
                                                           ----------      ---------      ---------       -----------
              Operating loss ...........................     (101,667)      (822,138)      (129,937)         (936,197)
Interest income and other, net .........................          925            306          2,365            13,536
                                                           ----------      ---------      ---------       -----------
         Net loss ......................................   $ (100,742)     $(821,832)     $(127,572)      $  (922,661)
                                                           ==========      =========      =========       ===========
Other comprehensive loss -- Foreign currency
   translation adjustment................. .............           --        (24,402)           --            (80,675)
                                                           ----------      ---------      ---------       -----------
             Comprehensive loss ........................   $ (100,742)     $(846,234)     $(127,572)      $(1,003,336)
                                                           ==========      =========      =========       ===========
             Basic and diluted net loss per common
              share.....................................      $ (2.51)        $(2.36)        $(3.31)           $(2.67)
                                                              ========        ======         ======            ======
             Weighted average number of
              common shares outstanding.................       40,077        347,909         38,595           345,172

</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


                                       - 4 -

<PAGE>

                       CORVIS CORPORATION AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                           Six Months Ended
                                                                                       ----------------------------
                                                                                         July 1,           June 30,
                                                                                          2000               2001
                                                                                       ---------          ---------
<S>                                                                                   <C>                 <C>
Cash flows from operating activities:
Net loss .......................................................................       $(127,572)         $(922,661)
Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation and amortization .........................................           3,558            122,768
         Equity-based expense ..................................................          38,635             51,072
         Purchased research and development ....................................          40,300                 --
         Restructuring, impairment and other charges ...........................              --            663,276
         Asset impairment and other non-cash expenses ..........................             745              8,683
         Changes in operating assets and liabilities:
              Increase in accounts receivable ..................................              --            (51,354)
              Increase in inventory, net .......................................         (55,567)           (23,474)
              Increase in other assets .........................................          (1,305)            (3,740)
              Increase (decrease) in accounts payable and accrued expenses .....          15,982              4,437
                                                                                       ---------          ---------
                  Net cash used in operating activities ........................         (85,224)          (150,993)
                                                                                       ---------          ---------
Cash flows from investing activities:
         Purchase of property and equipment ...................................          (26,842)           (86,103)
         Cash acquired in business combination .................................          20,782                 --
         Decrease (increase) in deposits and other non-current assets ..........             179            (15,150)
                                                                                       ---------          ---------
              Net cash used in investing activities ............................          (5,881)          (101,253)
                                                                                       ---------          ---------
Cash flows from financing activities:
         Restricted cash .......................................................              61                 --
         Payments on note payable and capital leases ...........................          (7,880)            (1,674)
         Proceeds from the issuance of stock ...................................          40,972              3,776
                                                                                       ---------          ---------
              Net cash provided by financing activities ........................          33,153              2,102
                                                                                       ---------          ---------
              Effect of exchange rate changes on cash and cash equivalents .....              --             (3,008)
                                                                                       ---------          ---------
              Net decrease in  cash and cash equivalents .......................         (57,952)          (253,152)
Cash and cash equivalents--beginning ...........................................         244,597          1,024,758
                                                                                       ---------          ---------
Cash and cash equivalents--ending ..............................................       $ 186,645          $ 771,606
                                                                                       =========          =========
Supplemental disclosure of cash flow information:
         Interest paid .........................................................       $   3,616          $   1,001
                                                                                       =========          =========
Supplemental disclosure of noncash activities:
         Financed leasehold improvements .......................................       $     923          $      --
                                                                                       =========          =========
         Obligations under capital lease .......................................       $      --          $   5,699
                                                                                       =========          =========
         Purchase business combinations consideration paid with
           preferred stock .....................................................       $ 218,706          $      --
                                                                                       =========          =========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


                                       - 5 -

<PAGE>

                       CORVIS CORPORATION AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 (amounts in thousands except per share amounts)


(1)  Summary of Significant Accounting Policies and Practices

(a)      Basis of Presentation

         The unaudited condensed consolidated financial statements included
herein for Corvis Corporation and subsidiaries (the "Company") have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. In the opinion of management, the
consolidated financial statements included in this report reflect all normal
recurring adjustments which the Company considers necessary for the fair
presentation of the results of operations for the interim periods. Certain
information and footnote disclosures normally included in the annual
consolidated financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations. However, the
Company believes that the disclosures are adequate to understand the information
presented. The operating results for interim periods are not necessarily
indicative of the operating results for the entire year.

         These financial statements should be read in conjunction with the
Company's December 30, 2000 audited consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K filed on March 28,
2001.

(b)      Revenue and Costs of Revenue

         Revenue from product sales is recognized upon execution of a contract
and the completion of all delivery obligations provided that there are no
uncertainties regarding customer acceptance and collectibility is deemed
probable. If uncertainties exist, revenue is recognized when such uncertainties
are resolved.

         Revenue from installation services is recognized as the services are
performed. Revenues from installation service fixed price contracts are
recognized on the percentage-of-completion method, measured by the percentage of
costs incurred to date compared to estimated total costs for each contract.
Amounts received in excess of revenue recognized are included as deferred
revenue in the accompanying condensed consolidated balance sheets.

         Costs of revenue include the costs of manufacturing the Company's
products and other costs associated with warranty and other contractual
obligations, inventory obsolescence costs and overhead related to the Company's
manufacturing, engineering, finishing and installation. Warranty reserves are
determined based upon actual warranty cost experience, estimates of component
failure rates and management's industry experience.

(c)      Uses of Estimates

         The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that effect the reported
amounts of assets and liabilities, the disclosure of contingent assets


                                       - 6 -

<PAGE>


                       CORVIS CORPORATION AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 (amounts in thousands except per share amounts)



and liabilities at the date of the consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

(2)      Inventory Write-downs, Restructuring and Other Charges

         During the second fiscal quarter of 2001, the Company recorded
inventory write-downs, restructuring, impairment and other charges totaling
$714.6 million. These charges were comprised of $99.2 million in cost of revenue
charges associated with inventory write-downs and losses on open purchase
commitment cancellations associated with component parts for discontinued
product lines; $9.4 million associated with workforce reduction; $9.0 million
associated with consolidation of excess facilities and write-down of idle
equipment; $588.3 million associated with the write-down of goodwill associated
with the acquisition of Algety Telecom S.A.; and $8.7 million associated with
impairment charges on investments carried at cost. The restructuring actions,
under a plan approved by the Company's Board of Directors were taken in response
to unfavorable economic conditions and a reduction in capital expenditures by
telecommunication service providers.

(a)      Inventory write-downs

         The restructuring plan includes discontinuance of certain product lines
and reduction of planned production levels that resulted in an approximate
charge of $99.2 million, which has been classified as a component of costs of
revenues. These charges include approximately $65.8 million associated with the
write-down of excess inventory and $33.4 million in incremental costs associated
with canceling certain open purchase commitments.

(b)      Workforce reduction

         The restructuring plan includes a work force reduction program that
resulted in the termination of approximately 300 employees or 20% within the
Company's United States operations. The Company recorded a workforce reduction
charge of approximately $9.4 million, consisting of $4.5 million for severance
and related benefits and $4.9 million for equity-based compensation charges
associated with the acceleration of vesting for related employee stock options.
The workforce reduction was substantially complete by the end of the second
quarter of fiscal 2001.

(c)      Facility Consolidation and Idle Equipment

         To reduce costs and improve productivity, the restructuring plan
includes a consolidation of excess facilities and equipment. Losses on excess
facility exit plans include $9.0 million in incremental lease exit costs.
Consolidation of facilities expected to be completed by the end of the third
quarter of fiscal 2001.

(d)      Impairment of Goodwill and Other Assets

         When events and circumstances warrant a review, Corvis Corporation
evaluates the carrying value of long-lived assets to be held and used in
accordance with Statement of Financial Accounting


                                       - 7 -

<PAGE>

                       CORVIS CORPORATION AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 (amounts in thousands except per share amounts)


Standards ("SFAS") No. 121 "Accounting for the Impairment and for Long-Lived
Assets to be Disposed Of." In the second quarter, unfavorable economic
conditions have resulted in a reduction in capital expenditures by
telecommunications service providers. In light of the business environment and
uncertain telecommunications spending, Corvis evaluated its long-lived assets in
accordance with SFAS No. 121 and determined that the carrying value exceeded the
estimated fair value of goodwill recorded in association with the acquisition of
Algety Telecom S.A., resulting in an impairment charge of approximately $588.3
million. In addition the Company recorded an impairment charge of $8.7 million
associated with the write-down of certain investments carried at cost.

(e)      Summary of Inventory Write-downs, Restructuring and Other Charges

<TABLE>
<CAPTION>
                                                                                                        Provision
                                                             Total          Cash       Non-cash          Balance
                                                            Charge        Payments      Charge        June 30, 2001
                                                           --------       --------     --------       -------------
<S>                                                        <C>            <C>          <C>            <C>
Costs of revenue, special charges
  Inventory write-down and open purchase commitments ...   $ 99,166        $3,500      $ 65,823          $29,843
                                                           --------        ------      --------          -------
Restructuring and other charges:
  Workforce reduction ..................................      9,409         2,766         4,885            1,758
  Facility consolidations and idle equipment ...........      9,031            --         4,273            4,758
  Write-down of impaired goodwill ......................    588,295            --       588,295               --
                                                           --------        ------      --------          -------
         Total restructuring and other charges .........    606,735         2,766       597,453            6,516
                                                           --------        ------      --------          -------
Interest income and other, net of
 impairment of investments .............................      8,682            --         8,682               --
                                                           --------        ------      --------          -------
Total ..................................................   $714,583        $6,266      $671,958           36,359
                                                           ========        ======      ========
Less current portion ...................................                                                  33,858
                                                                                                         -------
Provision balance, net of current portion ..............                                                 $ 2,501
                                                                                                         =======
</TABLE>

The provision balance above is anticipated to be paid out in the remainder of
fiscal year 2001, except for excess lease facilities charges of approximately
$2.5 million, which will be paid out over an additional six month period.


(3)  Inventory

         Inventories are comprised of the following:

<TABLE>
<CAPTION>
                                                                     December 30,             June 30,
                                                                         2000                   2001
                                                                     -----------             ---------
<S>                                                                  <C>                     <C>
Raw materials .....................................................     $131,983             $ 163,675
Work-in-process ...................................................       50,161                35,844
Finished goods ....................................................       51,119                46,241
                                                                        --------             ---------
                                                                         233,263               245,760
Less reserve for excess inventory and obsolescence ................      (13,849)              (68,695)
                                                                        --------             ---------
         Inventory, net ...........................................     $219,414             $ 177,065
                                                                        ========             =========
</TABLE>

                                       - 8 -

<PAGE>

                       CORVIS CORPORATION AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 (amounts in thousands except per share amounts)


(4)  Basic and Diluted Net Loss Per Share

         Basic and diluted net loss per share are computed as follows (in
thousands, except per share data):

<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                  ------------------------------
                                                                     July 1,           June 30,
                                                                      2000               2001
                                                                  ---------           ----------
<S>                                                               <C>                 <C>
Net loss ......................................................    (100,742)          $(821,832)
Basic and diluted weighted average common shares ..............      40,077             347,909
Basic and diluted net loss per common share ...................   $   (2.51)          $   (2.36)
</TABLE>


<TABLE>
<CAPTION>
                                                                          Six Months Ended
                                                                  -------------------------------
                                                                    July 1,             June 30,
                                                                     2000                 2001
                                                                  ---------           ------------
<S>                                                               <C>                 <C>
Net loss ......................................................   $(127,572)          $  (922,661)
Basic and diluted weighted average common shares ..............      38,595               345,172
Basic and diluted net loss per common share ...................   $   (3.31)          $     (2.67)

</TABLE>


         Convertible Preferred Stock outstanding as of July 1, 2000, convertible
into 217,956,916 shares of common stock, options and warrants to purchase
41,921,932 and 22,092,228 shares of common stock, respectively, and 21,543,896
unvested shares acquired through the exercise of options were not included in
the computation of diluted loss per share for the three months ended July 1,
2000 as their inclusion would be anti-dilutive.

         Options and warrants outstanding as of June 30, 2001 to purchase
47,974,514 and 7,634,676 shares of common stock, respectively, and 10,187,222
unvested shares acquired through the exercise of options were not included in
the computation of diluted loss per share for the three month period ended
June 30, 2001 as their inclusion would be anti-dilutive.


(5)      Legal Matters

         In July 2000, Ciena Corporation ("Ciena") informed the Company of its
belief that there is significant correspondence between products that the
Company offers and several U.S. patents held by Ciena relating to optical
networking systems and related dense wavelength division multiplexing
communications systems technologies. On July 19, 2000, Ciena filed a lawsuit in
the United States District Court for the District of Delaware alleging that the
Company is willfully infringing three of Ciena's patents. Ciena is seeking
injunctive relief, an unspecified amount of damages including treble damages, as
well as costs of the lawsuit, including attorneys' fees. On September 8, 2000,
the Company filed an answer to the complaint, as well as counter-claims
alleging, among other things, invalidity and/or unenforceability of the three
patents in question. On March 5, 2001, a motion was granted, allowing Ciena to
amend its complaint to include allegations that the Company is willfully
infringing two additional patents. The litigation is currently in the discovery
phase and a trial date has been set for April 1, 2002. Based on the status of
the litigation, the Company cannot reasonably predict the likelihood of


                                       - 9 -

<PAGE>


                       CORVIS CORPORATION AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 (amounts in thousands except per share amounts)

any potential outcome. Accordingly, no provision for this matter has been made
in the Company's condensed consolidated financial statements.

         Between May 7, 2001 and June 15, 2001, nine putative class action
lawsuits were filed in the United States District Court for the Southern
District of New York relating to the Company's initial public offering on behalf
of all persons who purchased Company stock between July 28, 2000 and the filing
of the complaints. Each of the complaints names as defendants: the Company, its
directors and officers who signed the registration statement in connection with
the Company's initial public offering, and certain of the underwriters that
participated in the Company's initial public offering. The complaints allege
that the registration statement and prospectus relating to the Company's initial
public offering contained material misrepresentations and/or omissions in that
those documents did not disclose (1) that certain of the underwriters had
solicited and received undisclosed fees and commissions and other economic
benefits from some investors in connection with the distribution of the
Company's common stock in the initial public offering and (2) that certain of
the underwriters had entered into arrangements with some investors that were
designed to distort and/or inflate the market price for the Company's common
stock in the aftermarket following the initial public offering. The complaints
ask the court to award to members of the class the right to rescind their
purchases of Corvis common stock (or to be awarded rescissory damages if the
class member has sold its Corvis stock) and prejudgment and post-judgment
interest, reasonable attorneys' and experts witness' fees and other costs. The
plaintiffs have moved to appoint lead plaintiff, to appoint lead counsel and to
consolidate the actions. These motions are pending. No discovery has yet
occurred. The Company intends to vigorously defend itself and its officers and
directors. It is the position of Company's management that, at this time, it is
not possible to estimate the amount of a probable loss, if any, that might
result from this matter. Accordingly, no provision for this matter has been made
in the Company's condensed consolidated financial statements.

(6)      Recent Accounting Pronouncements

         In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." This
statement requires companies to record derivatives on the balance sheet as
assets or liabilities, measured at fair value. Gains or losses resulting from
changes in the fair value of these derivatives would be accounted for depending
on the use of the derivative and whether it qualifies for hedge accounting. SFAS
No. 133, as amended by SFAS No. 137, "Accounting for Derivative Instruments and
Certain Hedging Activities - Deferral of the Effective Date for SFAS No. 133,"
and by SFAS No. 138, "Accounting for Derivative Instruments and Certain Hedging
Activities, an Amendment of SFAS No. 133," was adopted on January 1, 2001. The
adoption of SFAS No. 133, SFAS No. 137 and SFAS No. 138 did not have a material
effect on the Company's consolidated financial statements.


         In July 2001, the Financial Accounting Standards Board issued SFAS
No. 141, "Business Combinations." This Statement addresses financial accounting
and reporting for business combinations and supersedes APB Opinion No. 16,
"Business Combinations" and FASB Statement No. 38, "Accounting for
Preacquisition Contingencies of Purchased Enterprises." The provisions of this
Statement apply to all business combinations initiated after June 30, 2001. The
application of this


                                       - 10 -

<PAGE>

                      CORVIS CORPORATION AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                (amounts in thousands except per share amounts)

accounting standard is not expected to have a material adverse effect on the
business, results of operations of financial condition.

         Also in July 2001, the Financial Accounting Standards Board issued SFAS
No. 142, "Goodwill and other Intangible Assets." This statement addresses
financial accounting and reporting for acquired goodwill and other intangible
assets and supersedes Accounting Practice Board ("APB") Opinion No.17,
Intangible Assets. It addresses how goodwill and other intangible assets should
be accounted for after they have been initially recognized in the financial
statements. This statement is effective beginning January 2, 2002. The Company
is currently reviewing the provisions of this statement and its potential impact
on the Company's results of operations.



                                       - 11 -

<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

         You should read the following discussion and analysis along with our
unaudited condensed consolidated financial statements and the notes to those
statements included elsewhere in this report and in conjunction with our Form
10-K filed on March 29, 2001 with the Securities and Exchange Commission.

Overview

         We design, manufacture and sell high performance optical
communication systems that lower the overall cost of network ownership for
service providers. Our all-optical products have enabled a fundamental shift in
network design and efficiency by allowing for the transmission, switching and
management of communication traffic entirely in the optical domain, thereby
eliminating the capital and operational expense of electrical regeneration and
switching equipment in the backbone network. Our point to point and repeaterless
transmission products and optical switching products allow us to offer high
performance solutions that address a broad range of networking requirements
encountered by service providers.

         We currently have five customers, including Broadwing Communications,
Inc., Williams Communications, Inc., Qwest Communications Corporation,
Telefonica, and a major global carrier with a business arrangement under a
non-disclosure agreement. During the first half of 2000, we shipped, installed
and activated laboratory trial systems and field trial systems for both
Broadwing and Williams Communications to allow for customer testing and
inspection. In July 2000, we successfully completed the Broadwing Communications
field trial and Broadwing agreed to purchase $200 million of our products and
services over a two-year period. Throughout the remainder of 2000, we began the
deployment of both transmission and switching equipment to Broadwing and
built-up finished goods inventory necessary to support customer orders in early
2001.

         In January 2001, the field trial system provided to Williams
Communications was accepted and Williams Communications agreed to purchase up to
$300 million of our products and services over a multi-year period. Shipment of
commercial equipment to Williams Communications began late in the first quarter
of 2001 and continues to date.

         Qwest has agreed to purchase $150 million of our products, some of
which are currently under development, over a two-year period. In April 2001, we
received a commitment of $110 million to purchase both transmission and
switching equipment under the aforementioned agreement with shipments commencing
during fiscal 2001. Qwest's acceptance of delivered equipment is contingent upon
certain shipment pre-requisites.

     In the second quarter 2001, the Company entered into a contract with a
global carrier and reached agreement with Spanish operator Telefonica for the
delivery of our next generation optical products. These contracts are in early
stages; however, we hope to develop these arrangements into long-term business
relationships.

         We are also in discussions with other service providers to begin field
trials and to purchase our products and services.

         Recently, unfavorable economic conditions have resulted in reduced
capital expenditures by telecommunications service providers. In response to
these conditions, we implemented a restructuring plan, approved by the Company's
Board of Directors, designed to decrease the Company's business expenses and to
align resources for long-term growth opportunities. Additionally, we evaluated
the carrying value of our long-lived assets. In the second quarter, the Company
recorded business restructuring and impairment charges of approximately $714.6
million. These charges included $99.2 million associated with inventory
write-downs and open purchase commitments which


                                       - 12 -

<PAGE>

were recorded in costs of revenue, $606.7 associated with workforce reduction,
consolidation of excess facilities, write-down of idle equipment, and impairment
of goodwill recorded in restructuring and other charges; and $8.7 million
associated with impairment of certain investments carried at cost recorded as
interest income and other expense, net.

         Revenue. Revenue from product sales is recognized upon execution of a
contract and the completion of all delivery obligations provided that there are
no uncertainties regarding customer acceptance and collectibility is deemed
probable. If uncertainties exist, revenue is recognized when such uncertainties
are resolved.

         Revenue from installation services is recognized as the services are
performed. Revenues from installation service fixed price contracts are
recognized on the percentage-of-completion method, measured by the percentage of
costs incurred to date compared to estimated total costs for each contract.
Amounts received in excess of revenue recognized are included as deferred
revenue in our consolidated balance sheets.

         Costs of Revenue. Costs of revenue include the costs of manufacturing
our products and other costs associated with warranty and other contractual
obligations, inventory obsolescence costs and overhead related to our
manufacturing, engineering, finishing and installation. Warranty reserves are
determined based upon actual warranty cost experience, estimates of component
failure rates and management's industry experience.

         Research and Development, Excluding Equity-Based Expense. Research and
development, excluding equity-based expense consists primarily of salaries and
related personnel costs, test and prototype expenses related to the design of
our hardware and software products, laboratory units and facilities costs. All
costs related to product development, both hardware and software, are recorded
as expenses in the period in which they are incurred. Due to the timing and
nature of the expenses associated with this process, significant quarterly
fluctuations may result. We believe that research and development is critical in
achieving current and future strategic product objectives.

         Sales and Marketing, Excluding Equity-Based Expense. Sales and
marketing, excluding equity-based expense consists primarily of salaries and
related personnel costs, laboratory trial systems provided to customers, trade
shows, other marketing programs and travel expenses. We intend to continue to
adjust our sales operations in order to increase market awareness and acceptance
of our products. We also expect to initiate additional marketing programs to
support our current products. Our success depends on establishing and
maintaining key customer relationships.

         General and Administrative, Excluding Equity-Based Expense. General and
administrative, excluding equity-based expense consists primarily of salaries
and related personnel costs, information systems support, recruitment expenses
and facility demands associated with establishing the proper infrastructure to
support our organization. This infrastructure consists of executive, financial,
legal, information systems and other administrative responsibilities.

         Equity-based Expense. Equity-based expense consists primarily of
charges associated with employee options granted at below fair market value
prior to our initial public offering.

         Amortization of Goodwill and Other Intangible Assets. Amortization of
goodwill and other intangible assets primarily relates to the amortization of
goodwill associated with the acquisition of Algety Telecom S.A. As discussed
above, the Company recorded a charge of approximately $588.3 million, which was
recorded in restructuring and other special charges discussed below, to reduce
this


                                       - 13 -

<PAGE>

goodwill to its current estimated fair value. As a result, amortization expense
should significantly decrease in future periods.

Results of Operations

Three months ended June 30, 2001 compared to three months ended July 1, 2000

         Revenue. Revenue increased to $65.0 million for the three months ended
June 30, 2001 from zero for the three months ended July 1, 2000. The increase in
revenue is attributable to the sale of network hardware and associated software
for commercial use to two customers.

         Gross Profit. Costs of revenue consists of component costs, direct
compensation costs, warranty and other contractual obligations, inventory
obsolescence costs and overhead related to our manufacturing and engineering,
finishing and installation operations. In association with discontinued product
lines under the Company's restructuring plan, the Company recorded cost of
revenue charges totaling $99.2 million, comprised of inventory write-downs and
certain open purchase commitments of approximately $65.8 million and $33.4
million, respectively. Gross profit (loss) was $(74.7) million for the three
months ended June 30, 2001. Gross margin as a percentage of revenues was
(115.1)%. Excluding special charges of $99.2 million for the three months ended
June 30, 2001, gross profit and gross margin were $24.5 million and 37.6%,
respectively.

         Research and Development, Excluding Equity-Based Expense. Research and
development expenses, excluding equity-based expense increased to $41.9 million
for the three months ended June 30, 2001 from $13.5 million for the three months
ended July 1, 2000. The increase in expenses was primarily attributable to
significant increases in headcount, as well as material costs associated with
prototype development and laboratory materials.

         Sales and Marketing, Excluding Equity-Based Expense. Sales and
marketing expenses, excluding equity-based expense increased to $15.1 million
for the three months ended June 30, 2001 from $4.4 million for the three months
ended July 1, 2000. The increase in expenses was primarily attributable to
significant increases in headcount and increases in promotions and trade show
activities.

         General and Administrative, Excluding Equity-Based Expense. General and
administrative expenses, excluding equity-based expense increased to $8.5
million for the three months ended June 30, 2001 from $5.5 million for the three
months ended July 1, 2000. The increase in expenses was primarily attributable
to salaries and related benefits due to the hiring of additional personnel and
increased costs associated with establishing the proper infrastructure to
support our organization.

         Equity-based Expense. Equity-based expense related to research and
development, sales and marketing and general and administrative functions
decreased to $25.4 million for the three months ended June 30, 2001 from $37.9
million for the three months ended July 1, 2000. Equity-based expense for the
three months ended June 30, 2001 primarily relates to charges associated with
the granting of employee options at below fair market value prior to our initial
public offering. Equity-based expense for the three months ended July 1, 2000
primarily relates to the waiving of certain forfeiture provisions contained in
warrants granted to certain customers.

         Amortization of Goodwill and Intangible Assets. Amortization of
intangible assets expenses increased to $49.6 million for the three months ended
June 30, 2001 from $0.1 million for the three months ended July 1, 2000. The
increase was primarily attributable to the amortization of intangibles resulting
from our recent acquisitions.


                                       - 14 -

<PAGE>

         Restructuring and Other Charges. Restructuring and other charges
increased to $606.7 million for the three months ended June 30, 2001 from zero
for the three months ended July 1, 2000. These charges were comprised of $9.4
million associated with workforce reduction, $9.0 million associated with
consolidation of facilities and write-down of idle equipment, and $588.3 million
associated with the write-down of goodwill associated with the acquisition of
Algety Telecom S. A.

         Interest Income and Other, Net. Interest income, net of interest and
other expenses, decreased to $0.3 million for the three months ended June 30,
2001 from $0.9 million for the three months ended July 1, 2000. The decrease was
primarily attributable to the write-down of certain equity investments of
approximately $8.7 million associated with the permanent impairment of certain
investments carried at cost and interest expense incurred under various credit
facilities, offset in part by interest income attributable to invested cash
balances from the proceeds of initial public offering and various private
placements.

Six months ended June 30, 2001 compared to six months ended July 1, 2000

         Revenue. Revenue increased to $149.0 million for the six months ended
June 30, 2001 from zero for the six months ended July 1, 2000. The increase in
revenue is attributable to the acceptance of a field trial system and the sale
of network hardware and associated software for commercial use. Revenue for the
period is attributable to two customers.

         Gross Profit. Costs of revenue consists of component costs, direct
compensation costs, warranty and other contractual obligations, inventory
obsolescence costs and overhead related to our manufacturing and engineering,
finishing and installation operations. In association with discontinued product
lines under the Company's restructuring plan, the Company recorded cost of
revenue charges totaling $99.2 million, comprised of inventory write-downs and
certain purchase commitments of approximately $65.8 million and $33.4 million,
respectively. Gross profit was $(43.6) million for the six months ended June 30,
2001. Gross margin as a percentage of revenues was (29.2)%. Excluding special
charges of $99.2 million for six months ended June 30, 2001, gross profit and
gross margin were $55.6 million and 37.3%, respectively.

         Research and Development, Excluding Equity-Based Expense. Research and
development expenses, excluding equity-based expense increased to $82.9 million
for the six months ended June 30, 2001 from $33.7 million for the six months
ended July 1, 2000. The increase in expenses was primarily attributable to
significant increases in headcount, as well as material costs associated with
prototype development and laboratory materials.

         Sales and Marketing, Excluding Equity-Based Expense. Sales and
marketing expenses, excluding equity-based expense increased to $30.5 million
for the six months ended June 30, 2001 from $9.0 million for the six months
ended July 1, 2000. The increase in expenses was primarily attributable to
significant increases in headcount and increases in promotions and trade show
activities.

         General and Administrative, Excluding Equity-Based Expense. General and
administrative expenses, excluding equity-based expense increased to $19.5
million for the six months ended June 30, 2001 from $8.1 million for the six
months ended July 1, 2000. The increase in expenses was primarily attributable
to significant increases in headcount, and increased costs associated with
establishing the proper infrastructure to support our organization.

         Equity-based Expense.  Equity-based expense related to research and
development, sales and marketing and general and administrative functions
increased to $51.1 million for the six months ended June 30, 2001 from $38.6
million in the six months ended July 1, 2000. The increase in equity-based



                                       - 15 -

<PAGE>


compensation primarily resulted from an increase in charges associated with
stock options granted prior to our initial public offering at an exercise price
below fair value on the date of grant.

         Amortization of Goodwill and Intangible Assets. Amortization of
intangible assets expenses increased to $101.9 million for the six months ended
June 30, 2001 from $0.2 million for the six months ended July 1, 2000. The
increase was primarily attributable to the amortization of intangibles resulting
from our recent acquisitions.

         Restructuring and Other Charges. Restructuring and other charges
increased to $606.7 million for the six months ended June 30, 2001 from zero for
the six months ended July 1, 2000. These charges were comprised of $9.4 million
associated with workforce reduction, $9.0 million associated with consolidation
of excess facilities and write-down of idle equipment, and $588.3 million
associated with the write-down of goodwill associated with the acquisition of
Algety Telecom S.A.

         Interest Income and Other, Net. Interest income, net of interest and
other expense, increased to $13.5 million for the six months ended June 30, 2001
from $2.4 million for the six months ended July 1, 2000. The increase was
primarily attributable to higher invested cash balances from the proceeds of the
initial public offering and various private placements, offset in part by
interest expense incurred under various credit facilities and a write-down of
certain equity investments of approximating $8.7 million associated with the
permanent impairment of certain investments carried at cost.

Liquidity and Capital Resources

         Since inception through June 30, 2001, we have financed a significant
portion of our operations, capital expenditures and working capital primarily
through public and private sales of our capital stock, borrowings under credit
and lease facilities and cash generated from operations. At June 30, 2001, our
cash and cash equivalents totaled $771.6 million.

     Net cash used in operating activities was $151.0 million for the six months
ended June 30, 2001. Cash used in operating activities for the six months ended
June 30, 2001 was primarily attributable to a net loss of $922.7 million, $51.4
million of increases in accounts receivable, $23.5 million increase in net
inventory, partially offset by non-cash expense items including depreciation and
amortization of $122.8 million, equity-based expense of $51.1 million and
restructuring, inventory write-down, and other charges of $663.3 million.

         Net cash used in investing activities for the six months ended June 30,
2001 was $101.3 million which was primarily attributable to purchases of
manufacturing and test equipment, information systems and office equipment. We
continue to evaluate our need for production and administrative equipment and
facilities to accommodate our current and future operations. Capital
expenditures for the remainder of 2001 are expected to total between $10 million
and $20 million.

         Net cash provided by financing activities for the six months ended June
30, 2001 was $2.1 million, primarily attributable to proceeds from the exercise
of warrants and employee stock options.

         As of June 30, 2001, long-term restricted cash totaled $46.3 million,
of which $43.5 million represents cash held as security under a note payable.
This restriction will be released upon repayment of the note which is due in
November 2002. In addition, as of June 30, 2001, we had outstanding irrevocable
letters of credit aggregating $2.8 million relating to lease obligations for
various manufacturing and office facilities and other business arrangements.
These letters of credit are collateralized by funds in our operating account.
Various portions of the letters of credit expire at the end of each respective
lease term or agreement term.


                                       - 16 -

<PAGE>

         Currently, our industry is experiencing significant competitive pricing
pressures and a general slow down in telecommunication infrastructure spending.
As such, we expect gross margins for the remainder of the year to decrease from
previous levels. Lower gross margins are likely to result from several factors
including, but not limited to, selling our products to customers at lower
prices, providing financing to customers and reduced manufacturing efficiencies
due to changes in volume.

         Certain of our customer agreements include customer acceptance
provisions associated with equipment delivery. Unexpected delays in customer
acceptance may give rise to delays in cash collection and related revenue
recognition. Such delays could adversely impact our liquidity and results of
operations.

         In light of the current economic environment, we slowed expansion
within current operations during the first six months of 2001 and implemented
plans to strategically lower operating expenses for the remainder of the fiscal
year. Plans included personnel reductions, elimination of excess facilities and
other measures to streamline operating costs. The Company currently is
developing additional cost reduction plans, which will be at lower levels than
those implemented in the second quarter of 2001. If we are unable to execute
these cost reduction measures effectively or in a timely manner, or if margin
pressures continue for longer than expected, our liquidity and capital resources
could be adversely effected.

         Our liquidity will also be dependent on our ability to manufacture and
sell our products. Changes in the timing and extent of the sale of our products
will affect our liquidity, capital resources and results of operations. We
currently have five customers that could provide substantially all of our
revenues for the near future. The loss of any of these customers, any
substantial reduction in current or anticipated orders or an inability to
attract new customers, could materially adversely affect our liquidity and
results of operations. We plan to diversify our customer base by seeking new
customers both domestically and internationally.

         We believe that our current cash and cash equivalents and cash
generated from operations will satisfy our expected working capital, capital
expenditure, and investment requirements through at least the next twelve
months.

         If cash on hand and cash generated from operations is insufficient to
satisfy our liquidity requirements, we may seek to sell additional equity or
debt securities. To the extent that we raise additional capital through the sale
of equity or debt securities, the issuance of such securities could result in
dilution to our existing shareholders. If additional funds are raised through
the issuance of debt securities, the terms of such debt could impose additional
restrictions on our operations. Additional capital, if required, may not be
available on acceptable terms, or at all. If we are unable to obtain additional
financing, we may be required to reduce the scope of our planned product
development and sales and marketing efforts, which could harm our business,
financial condition and operating results. Increasingly, as a result of the
financial demands of major network deployments, service providers are looking to
their suppliers for financing assistance. From time to time, we may provide or
commit to extend credit or credit support to our customers that we deem
appropriate in the course of our business.

Litigation

         On July 19, 2000, Ciena Corporation ("Ciena") filed a lawsuit in the
United States District Court for the District of Delaware alleging that we are
willfully infringing three of Ciena's patents. Ciena is seeking injunctive
relief, an unspecified amount of damages including treble damages, as well as
costs of the lawsuit, including attorneys' fees. On September 8, 2000, we filed
an answer to the complaint, as well as counter-claims alleging, among other
things, invalidity and/or unenforceability of the three patents in



                                       - 17 -

<PAGE>

question. On March 5, 2001, a motion was granted, allowing Ciena to amend its
complaint to include allegations that we are willfully infringing two additional
patents. We are currently in the discovery phase of the litigation and a trial
date has been set for April 1, 2002. We intend to defend ourselves vigorously
against these claims and we believe that we will prevail in this litigation. An
adverse determination in, or settlement of, the Ciena litigation could involve
the payment of significant amounts by us, or could include terms in addition to
payments, such as a redesign of some of our products, which could have a
material adverse effect on our business, financial condition and results of
operations. If we are required to redesign our products, we have to stop selling
our current products until they have been redesigned. We believe that defense of
the lawsuit may be costly and may divert the time and attention of some members
of our management.

         Between May 7, 2001 and June 15, 2001, nine putative class action
lawsuits were filed in the United States District Court for the Southern
District of New York relating to our initial public offering on behalf of all
persons who purchased our stock between July 28, 2000 and the filing of the
complaints. Each of the complaints names as defendants: Corvis, our directors
and officers who signed the registration statement in connection with our
initial public offering, and certain of the underwriters that participated in
our initial public offering. The complaints allege that the registration
statement and prospectus relating to our initial public offering contained
material misrepresentations and/or omissions in that those documents did not
disclose (1) that certain of the underwriters had solicited and received
undisclosed fees and commissions and other economic benefits from some investors
in connection with the distribution of our common stock in the initial public
offering and (2) that certain of the underwriters had entered into arrangements
with some investors that were designed to distort and/or inflate the market
price for our common stock in the aftermarket following the initial public
offering. The complaints ask the court to award to members of the class the
right to rescind their purchases of Corvis common stock (or to be awarded
rescissory damages if the class member has sold its Corvis stock) and
prejudgment and post-judgment interest, reasonable attorneys' and experts
witness' fees and other costs. The plaintiffs have moved to appoint lead
plaintiff, to appoint lead counsel and to consolidate the actions. These motions
are pending. No discovery has yet occurred. We intend to vigorously defend
ourselves and our officers and directors.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         We are exposed to market risk related to changes in interest rates and
foreign currency exchange rates. We do not use derivative financial instruments
for speculative or trading purposes.

Interest Rate Sensitivity

         We maintain a portfolio of cash equivalents in a variety of securities
including: commercial paper, certificates of deposit, money market funds and
government and non-government debt securities. Substantially all amounts are in
money market funds, the value of which is generally not subject to interest rate
changes. The other available-for-sale securities are subject to interest rate
risk and may fall in value if market interest rates increase, however, because
of the short-term nature of these investments, we do not believe the risk is
significant. Our long-term debt obligations bear fixed interest rates. As such,
we have minimal cash flow exposure due to general interest rate changes
associated with our long-term debt obligations.

Exchange Rate Sensitivity

         We have two wholly owned subsidiaries which use a foreign currency as
their functional currency and are translated into U.S. dollars. The functional
currency of Algety is the French Franc and Corvis Canada's functional currency
is the Canadian dollar. As such, we are exposed to risk related to the


                                       - 18 -

<PAGE>

adverse movements in foreign currency exchange rates. These exposures may change
over time and could have a material adverse impact on our financial results. For
the six months ended June 30, 2001, we recognized a foreign currency translation
loss of $80.7 million as part of other comprehensive loss.



                                       - 19 -

<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         By letter dated July 10, 2000, Ciena Corporation ("Ciena") informed us
of its belief that there is significant correspondence between products that we
offer and several U.S. patents held by Ciena relating to optical networking
systems and related dense wavelength division multiplexing communications
systems technologies. On July 19, 2000, Ciena filed a lawsuit in the United
States District Court for the District of Delaware alleging that we are
willfully infringing three of Ciena's patents. Ciena is seeking injunctive
relief, an unspecified amount of damages including treble damages, as well as
costs of the lawsuit, including attorneys' fees. On September 8, 2000, we filed
an answer to the complaint, as well as counter-claims alleging, among other
things, invalidity and/or unenforceability of the three patents in question. On
March 5, 2001, a motion was granted, allowing Ciena to amend its complaint to
include allegations that we are willfully infringing two additional patents. The
litigation is currently in the discovery phase and a trial date has been set for
April 1, 2002.

         We have designed our products in an effort to respect the intellectual
property rights of others. We intend to defend ourselves vigorously against
these claims and we believe that we will prevail in this litigation. However,
there can be no assurance that we will be successful in the defense of the
litigation, and an adverse determination in the litigation could result from a
finding of infringement of only one claim of a single patent. We may consider
settlement due to the costs and uncertainties associated with litigation in
general, and patent infringement litigation in particular, and due to the fact
that an adverse determination in the litigation could preclude us from producing
some of our products until we were able to implement a non-infringing
alternative design to any portion of our products to which such a determination
applied. Even if we consider settlement, there can be no assurance that we will
be able to reach a settlement with Ciena. An adverse determination in, or
settlement of, the Ciena litigation could involve the payment of significant
amounts by us, or could include terms in addition to payments, such as a
redesign of some of our products, which could have a material adverse effect on
our business, financial condition and results of operations.

         We believe that defense of the lawsuit may be costly and may divert the
time and attention of some members of our management. Further, Ciena and other
competitors may use the existence of the Ciena lawsuit to raise questions in
customers' and potential customers' minds as to our ability to manufacture and
deliver our products. There can be no assurance that questions raised by Ciena
and others will not disrupt our existing and prospective customer relationships.

         Between May 7, 2001 and June 15, 2001, nine putative class action
lawsuits were filed in the United States District Court for the Southern
District of New York relating to our initial public offering on behalf of all
persons who purchased our stock between July 28, 2000 and the filing of the
complaints. Each of the complaints names as defendants: Corvis, our directors
and officers who signed the registration statement in connection with our
initial public offering, and certain of the underwriters that participated in
our initial public offering. The complaints allege that the registration
statement and prospectus relating to our initial public offering contained
material misrepresentations and/or omissions in that those documents did not
disclose (1) that certain of the underwriters had solicited and received
undisclosed fees and commissions and other economic benefits from some investors
in connection with the distribution of our common stock in the initial public
offering and (2) that certain of the underwriters had entered into arrangements
with some investors that were designed to distort and/or inflate the market
price for our common stock in the aftermarket following the initial public
offering. The complaints ask the court to award to members of the class the
right to rescind their purchases of Corvis common stock (or to be awarded
rescissory damages if the class member has sold its Corvis stock) and
prejudgment and post-judgment interest, reasonable attorneys' and experts
witness' fees and other costs. The plaintiffs have



                                       - 20 -

<PAGE>

moved to appoint lead plaintiff, to appoint lead counsel and to consolidate the
actions. These motions are pending. No discovery has yet occurred. We intend to
vigorously defend ourselves and our officers and directors.

Item 2.  Changes in Securities and Use of Proceeds

    (a)  None.

    (b)  None.

    (c)  None.

    (d)  Not applicable.

Item 3.  Defaults upon Senior Securities.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

    (a)  We held our annual meeting of stockholders on May 11, 2001.

    (b)  Davis S. Oros was elected as a Class I Director, with a term expiring
         at the annual meeting stock holders to be held in 2004. Our Directors
         whose terms of office continued after the meeting are: Joseph R.
         Hardiman, Ossama R. Hassanein, David R. Huber and Frank M. Drendel.

    (c)  Following is a tabulation of the number of votes cast for, the number
         of votes cast against, the number of votes withheld and the number of
         broker non-votes for each item upon which stockholders voted at our
         annual meeting:

<TABLE>
<CAPTION>

                                                                                                          Broker
                             Item                              For           Against      Withheld      Non-votes
                             ----                            -----------     ---------    ---------     ---------

         <S>                                                 <C>             <C>          <C>           <C>
         Election of David S. Oros as a Class I
         Director.......................................     233,560,149            --      360,792          --

         Approval of the appointment of KPMG LLP as
         our auditors for fiscal 2001...................     232,610,927     1,307,494        2,520          --

</TABLE>

    (d)  Not applicable.

Item 5.  Other Information

None.

Item 6.  Exhibits and Reports on Form 8-K

    (a)  No exhibits are required to be filed herewith.

    (b)  We did not file any Current Reports on Form 8-K during the three
         onths ended June 30, 2001.



                                       - 21 -

<PAGE>

                                   SIGNATURES

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

                                CORVIS  CORPORATION

Date: August 10, 2001           /s/ Anne H. Stuart
                                -----------------------------------------------
                                Anne H. Stuart
                                Senior Vice President, Chief Financial
                                  Officer and Treasurer

Date: August 10, 2001           /s/ Timothy C. Dec
                                -----------------------------------------------
                                Timothy C. Dec
                                Vice President, Chief Accounting Officer and
                                  Corporate Controller


                                       - 22 -