UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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AMENDMENT NO. 1 TOFORM 10-K/A

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

For the fiscal year ended December 31, 2004

Commission File Number 000-30229

SONUS NETWORKS, INC.(Exact name of Registrant as specified in its charter)

|DELAWARE(State or other jurisdiction
of incorporation or organization) |  | 04-3387074(I.R.S. employer
identification no.)
|---------------------------------------------------------------------- |  | ----------------------------------------------

250 Apollo Drive, Chelmsford, Massachusetts 01824(Address of principal executive offices, including zip code)

(978) 614-8100(Registrant's telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act:Common stock, $0.001 par value

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 ý    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 the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). Yes ýNo o

The aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $845,000,000 based on the closing price for
the Common Stock on the NASDAQ National Market on June 30, 2004. As of March 31, 2005, there were 248,177,059 shares of common stock, $0.001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.



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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the year ended December 31, 2004,
filed with the Securities and Exchange Commission ("SEC") on March 15, 2005, is being filed for the purpose of including the information required by Items 10, 11, 12, 13 and 14 of
Part III of this report. Additional exhibits including additional certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, are also being filed with this Amendment No. 1 on Form 10-K/A

This
Amendment No. 1 on Form 10-K/A does not reflect events occurring after the filing of the original Annual Report on Form 10-K on
March 15, 2005, or modify or update the disclosure presented in the original Annual Report on Form 10-K, except to reflect the revisions as described above.

TABLE OF CONTENTS

|Item     |  |                                                                                                |  | Page
|-------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|Part III |  |                                                                                                |  |     
|10.      |  | Directors and Executive Officers of the Registrant                                             |  | 3   
|11.      |  | Executive Compensation                                                                         |  | 6   
|12.      |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 11  
|13.      |  | Certain Relationships and Related Transactions                                                 |  | 13  
|14.      |  | Principal Accountant Fees and Services                                                         |  | 13  
|Part IV  |  |                                                                                                |  |     
|15.      |  | Exhibits and Financial Statement Schedules                                                     |  | 15  
|         |  | Signatures                                                                                     |  | 16  
|         |  | Exhibit Index                                                                                  |  |     

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following table sets forth our executive officers and directors, their respective ages and positions as of January 31, 2005:

|Name                   |  | Age |  | Position                                                                    
|---------------------- |  | --- |  | ----------------------------------------------------------------------------
|Hassan M. Ahmed        |  | 47  |  | Chief Executive Officer and Chairman of the Board of Directors              
|Albert A. Notini       |  | 47  |  | President, Chief Operating Officer and Director                             
|Ellen B. Richstone     |  | 53  |  | Chief Financial Officer                                                     
|Steven Edwards         |  | 46  |  | Vice President and Chief Marketing Officer                                  
|Bradley T. Miller      |  | 43  |  | Vice President of Finance, Corporate Controller and Chief Accounting Officer
|Gary A. Rogers         |  | 49  |  | Vice President of Worldwide Sales                                           
|Edward T. Anderson(1)  |  | 55  |  | Director                                                                    
|John P. Cunningham(1)  |  | 67  |  | Director                                                                    
|Paul J. Ferri(2)(3)    |  | 66  |  | Director                                                                    
|Rubin Gruber           |  | 60  |  | Director and Chairman Emeritus of the Board of Directors                    
|Paul J. Severino(1)(2) |  | 58  |  | Director                                                                    
|H. Brian Thompson(3)   |  | 65  |  | Director                                                                    

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Hassan M. Ahmedhas been our Chief Executive Officer and a member of our board of directors since
November 1998 and Chairman of our board of directors since April 2004. From November 1998 to April 2004, he was also our President. From July 1998 to
November 1998, Mr. Ahmed was Executive Vice President and General Manager of the Core Switching Division of Ascend Communications, Inc., a provider of wide area network switches
and access data networking equipment, and from July 1997 until July 1998 was a Vice President and General Manager of the Core Switching Division. From June 1995 to
July 1997, Mr. Ahmed was Chief Technology Officer and Vice President of Engineering for Cascade Communications Corp., a provider of wide area network switches. From 1993 until
June 1995,
Mr. Ahmed was a founder and President of WaveAccess, Inc., a supplier of wireless communications. Prior to that, he was an Associate Professor at Boston University, Engineering Manager
at Analog Devices, a chip manufacturer, and director of VSLI Systems at Motorola Codex, a supplier of communications equipment. Mr. Ahmed holds a B.S. and an M.S. in engineering from Carleton
University and a Ph.D. in engineering from Stanford University.

Albert A. Notinihas been our President and Chief Operating Officer since April 2004 and a director since
March 2003. Until becoming President and Chief Operating Officer in April 2004, Mr. Notini also served as chairman of the board's audit committee. Mr. Notini served as a
director and the Chief Financial Officer of Manufacturers' Services Limited, a global electronics and supply chain services company, from October 2000 to March 2004. Manufacturers
Services Limited was acquired by Celestica Inc. in March 2004. He joined Manufacturers' Services Limited in May 2000 as Executive Vice President, Business Development and General
Counsel and served in that capacity until October 2000. From January 1999 to June 1999, Mr. Notini was the Executive Vice President, Corporate Development and
Administration and General Counsel of Wang Global, a worldwide provider of network services. Wang Global was acquired by Getronics NV in June 1999 and Mr. Notini

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served
as Executive Vice President of Getronics until February 2000. He joined Wang Global in February 1994 as Senior Vice President and General Counsel. Prior to joining Wang, he was a
Senior Partner at Hale and Dorr LLP, a law firm now known as Wilmer Cutler Pickering Hale and Dorr LLP. Mr. Notini has a B.A. from Boston College, an M.A. from Boston University and a J.D. from
Boston College Law School. Mr. Notini also serves as a director of ePresence, Inc.

Ellen B. Richstonejoined as our Chief Financial Officer in January 2005. From December 2002 to
January 2005, Ms. Richstone was President and Chief Executive Officer of Entrepreneurial Resources Group, a global professional services firm that provides operational and financial
services. From 1998 to November 2002, Ms. Richstone was the Senior Vice President, Finance & Administration and Chief Financial Officer of Brooks Automation, Inc., a
worldwide manufacturer of automation hardware and software for the semiconductor industry. Prior to that, she has also served as the Chief Financial Officer of several other technology corporations,
including Augat, Inc., Rohr Aerospace, and Honeywell Bull. Additionally, Ms. Richstone has held executive positions with Data General Corporation and Polaroid Corporation.
Ms. Richstone holds a bachelor's degree from Scripps College and a master's degree of international affairs and a master's degree of law and diplomacy with a specialty in international business
law from the Fletcher School of Law and Diplomacy at Tufts University. She also holds an advanced professional certificate in finance from the New York University's Stern School of Business. She
serves on the board of directors of American Power Conversion Corp and also on its audit committee as the audit committee financial expert.

Steven Edwardshas been our Vice President and Chief Marketing Officer since July 2004. From 2001 to 2003,
Mr. Edwards was the Vice President of Indirect Sales and Strategic Partnerships at AT&T, a global communications company. From 1998 to 2001, Mr. Edwards held executive positions with
Concert, a global joint venture company, including Chief Operating Officer for Global Services and Vice President of Service Delivery. In addition, Mr. Edwards held various positions in
engineering, product development and product marketing at British Telecommunications (BT) and was the President
of BT Visual Images, a videoconferencing start-up, through its IPO in 1997. Mr. Edwards holds a bachelors degree in electrical and computer systems engineering from Loughborough
University of Technology (UK).

Bradley T. Millerhas been our Vice President of Finance, Corporate Controller and Chief Accounting Officer since
May 2004. From March 2000 through May 2004, Mr. Miller was with Sapient Corporation, an information technology and business consulting firm. Mr. Miller joined
Sapient in March 2000 as Corporate Controller, and was appointed Vice President in August 2001 and Chief Accounting Officer in November 2002. From September 1999 until
March 2000, Mr. Miller served as Vice President and Corporate Controller of JuniorNet Corporation, an Internet content provider, and from August 1996 to September 1999 was
Assistant Controller and Director of Financial Reporting of Wang Global, a worldwide provider of network services. Mr. Miller previously was a member of the audit practice with Coopers &
Lybrand where he earned his C.P.A. license. Mr. Miller has a B.A. from the College of William & Mary, and an M.B.A. from the University of New Hampshire.

Gary A. Rogershas been our Vice President of Worldwide Sales since March 1999. From March 1999 to
December 2000, Mr. Rogers was also our Vice President of Marketing. From February 1997 to March 1999, Mr. Rogers was Senior Vice President of Worldwide Sales and
Operations at Security Dynamics, Inc., now RSA Security, Inc., a supplier of network security products. Previously, he served at Bay Networks, Inc., as Vice President of
International Sales from July 1996 to February 1997 and as Vice President of Europe, Middle East and Africa from 1994 until July 1996. Prior to that, he held sales and marketing
positions with International Business Machines Corporation. Mr. Rogers holds a B.A. in mathematics from Dartmouth College and an M.B.A. from the University of Chicago.

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Edward T. Andersonhas been a director since November 1997. Mr. Anderson has been managing general
partner of North Bridge Venture Partners, a venture capital firm, since 1994. Previously, he was a general partner of ABS Ventures, the venture capital affiliate of Alex. Brown & Sons. He has
an M.F.A. from the University of Denver and an M.S. from Columbia University.

John P. Cunninghamhas been a director since his election by the board in September 2004. In
June 2002 Mr. Cunningham retired from Citrix Systems, Inc., a global leader in virtual workplace software and services. From May 2001 to June 2002,
Mr. Cunningham was Senior Vice President, Finance and Operations of Citrix. He joined Citrix in November 1999 as Senior Vice President, Finance and Administration and served in that
capacity until May 2001. Beginning in 1998 to June 1999, Mr. Cunningham served as Executive Vice President and Chief Financial Officer of Wang Global, a worldwide provider of
network services. Prior to joining Wang, he served as Chief Financial Officer of Whirlpool Corporation from 1996 to 1998 and Chief Financial Officer of Maytag Corporation from 1994 to 1996, both
diversified manufacturers. Mr. Cunningham has also held various management positions at International Business Machines. Mr. Cunningham has an MBA from New York University and a B.S.
from Fordham University.

Paul J. Ferrihas been a director since November 1997. Mr. Ferri has been a general partner of
Matrix Partners, a venture capital firm, since 1982. He also serves on the board of directors of Sycamore Networks, Inc. Mr. Ferri has a B.S. in engineering from Cornell University, an
M.S. in engineering from Polytechnic Institute of New York and an M.B.A. from Columbia University.

Rubin Gruberis one of our founders and has been a director since November 1997 and Chairman Emeritus of
our board of directors since April 2004. From November 1998 until April 2004, Mr. Gruber had been Chairman of the board of directors, and from November 1997 until
November 1998, Mr. Gruber was our President. Before founding Sonus, Mr. Gruber was a founder of VideoServer, Inc., now Ezenia!, Inc., a manufacturer of
videoconference network equipment, and from February 1992 until September 1996 served as Vice President of Business Development. Previously, Mr. Gruber was a founder and served as
President of both Cambridge Telecommunications, Inc., a manufacturer of networking equipment, and Davox Corporation, a developer of terminals supporting voice and data applications, and served
as a Senior Vice President of Bolt, Beranek and Newman Communications Corporation, a subsidiary of Bolt, Beranek and Newman, Inc., a manufacturer of data communications equipment.
Mr. Gruber holds a B.Sc. in mathematics from McGill University and an M.A. in mathematics from Wayne State University.

Paul J. Severinohas been a director since March 1999. Mr. Severino is a private investor. From 1994
to October 1996, he was Chairman of Bay Networks, Inc., a data networking products and services company, after its formation from the merger of Wellfleet Communications, Inc. and
Synoptics Communications, Inc. Prior to that, he was a founder, President and Chief Executive Officer of Wellfleet Communications, Inc. He also serves on the board of directors of Media
100, Inc. Mr. Severino has a B.S. in engineering from Rensselaer Polytechnic Institute.

H. Brian Thompsonhas been a director since his election by the board in October 2003. Mr. Thompson
currently serves as chairman of the board of directors for Comsat International, an independent telecommunications operator with operations throughout Latin America. He also heads his own private
equity investment and advisory firm, Universal Telecommunications, Inc., and is Chairman and Chief Executive Officer of Mercator Partners Acquisition Corporation. From March 1999 to
September 2000, Mr. Thompson was chairman and CEO of Global Telesystems Group, Inc., a trans-European network and communications service provider. He also served as chairman and
CEO of LCI International, Inc., a facilities-based long distance telecommunications carrier, from 1991 through 1998, when LCI International merged with Qwest Communications, Inc.
Mr. Thompson served as an executive vice president of MCI Communications Corporation, a global communications provider, from 1981 to 1990. He currently serves as a member of the boards of
directors of Bell Canada International,

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Axcelis
Technologies, Inc. and United Auto Group. He received his MBA from Harvard's Graduate School of Business, and received an undergraduate degree in chemical engineering from the
University of Massachusetts.

Code of Business Conduct and Ethics

All of our directors, officers and employees must act in accordance with our code of business conduct and ethics, which has been adopted by our board of
directors. A copy of our code of business conduct and ethics can be found on our website,www.sonusnet.com.,at Corporate/Investor Relations/Governing
our Company. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of business conduct and
ethics with respect to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on
our website, unless a Form 8-K is otherwise required by applicable rules of the NASDAQ Stock Market.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires our executive officers, directors and persons who own more than 10% of
our common stock to file reports of ownership and changes in ownership with the SEC. Based solely on a review of the copies of reports furnished to us, we believe that during the year ended
December 31, 2004, our directors, executive officers and greater than 10% shareholders complied with all Section 16(a) filing requirements, except that Mr. Cunningham was late in
reporting his appointment as a director and his initial grant of options to purchase shares of common stock under Form 3, and Mr. Edwards was late in reporting his appointment as an
executive officer and his beneficial ownership of our securities as of the applicable reporting date.

Audit Committee

The board of directors has an audit committee that operates under a charter that has been approved by the board. A copy of the audit committee's charter can be
found on our website,www.sonusnet.com.,at Corporate/Investor Relations/Governing our Company. The current members of the audit committee are Edward T.
Anderson, John P. Cunningham and Paul J. Severino.

The
board of directors has determined that all of the members of the audit committee are independent as defined under the rules of the NASDAQ Stock Market, including the independence
requirements contemplated by Rule 10A-3 under the Exchange Act. The board of directors has determined that Mr. Cunningham is, and Mr. Notini while serving on the audit
committee was, an "audit committee financial expert" as defined in Item 401(h) of Regulation S-K. Mr. Notini served as chair of the audit committee from March 2003
until April 2004, when he joined us as President and Chief Operating Officer. Mr. Notini was independent, as defined herein, when he served on the audit committee.

ITEM 11. EXECUTIVE COMPENSATION.

Director Compensation

We do not compensate directors in cash for serving on the board of directors. We compensate the chairman of the nominating committee in cash in the amount of
$10,000 per year and the chairman of the audit committee in cash in the amount of $20,000 per year for service as chairs of those committees. Directors also are eligible to be reimbursed for
reasonable out-of pocket expenses incurred in connection with attendance at board of director or committee meetings.

Under
our Amended and Restated 1997 Stock Incentive Plan (the Plan), non-employee directors also are eligible to receive stock option grants or restricted stock awards at the
discretion of the board

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of
directors or other administrator of the Plan. In September 2004, we granted an option to purchase 50,000 shares of our common stock under the Plan to Mr. Cunningham upon his
appointment to the board of directors, at an exercise price of $5.37 per share. In December 2004, we granted options to purchase 10,000 shares of our common stock to our
non-employee directors, Messrs. Anderson, Ferri, Severino and Thompson, under the Plan, each at an exercise price of $5.52 per share. Each of these options vest over a
four-year period with 25% of the number of options vesting one year from the date of grant and monthly thereafter at the rate of 2.0833% for each month of service completed by the
director.

Summary of Executive Compensation

The following table sets forth, for the years ended December 31, 2004, 2003 and 2002, the compensation earned by our Chief Executive Officer, the other
four most highly compensated executive officers serving as executive officers at December 31, 2004, and the compensation of an additional individual who served as an executive officer in 2004
but was not an executive officer at December 31, 2004, who received combined annual salary and bonus in excess of $100,000 (the "Named Executive Officers").

Summary Compensation Table

|                                                                                                  |  |                |  | Annual Compensation |                         | Long-Term
Compensation
Awards
|------------------------------------------------------------------------------------------------- |  | -------------- |  | ------------------- | ----------------------- | -----------------------------
|
|Hassan M. Ahmed
Chief Executive Officer and Chairman of the Board of Directors                    |  | 2004
2003
2002 |  | $                   | 295,000
153,125
113,021 |                              
|Albert A. Notini(2)
President and Chief Operating Officer                                         |  | 2004
2003
2002 |  |                     | 240,200

             |                              
|Steven Edwards(3)
Vice President and Chief Marketing Officer                                      |  | 2004
2003
2002 |  |                     | 111,506

             |                              
|Bradley T. Miller(5)
Vice President of Finance, Corporate Controller and Chief Accounting Officer |  | 2004
2003
2002 |  |                     | 134,433

             |                              
|Gary A. Rogers
Vice President of Worldwide Sales                                                  |  | 2004
2003
2002 |  |                     | 421,112
492,293
236,574 | (7)(7)(7)                    
|Paul R. Jones(8)
Vice President of Engineering                                                    |  | 2004
2003
2002 |  |                     | 195,000
170,625
162,604 |                              

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Stock Option Grants

The Option Grant Table below sets forth information about option grants to the Named Executive Officers during the year ended December 31, 2004, including
hypothetical gains or "option spreads" for the options at the end of their respective ten-year terms, as calculated in accordance with the rules of the SEC. Each gain is based on an
arbitrarily assumed annualized rate of compound appreciation of the market price at the date of grant of 5% and 10% from the date the option was granted to the end of the option term. Actual gains, if
any, on option exercises are dependent on the future performance of our common stock, overall market conditions and continued employment.

OPTION GRANTS IN LAST FISCAL YEAR

|                  |  | No. of
Securities
Underlying
Options
Granted(1) |  | Percent of
Total Options
Granted to
Employees in
Fiscal Year(2) |   |   |      |  |           | Potential Realizable Value At
Assumed Annual Rates of Stock
Price Appreciation For Option Term(4)
|----------------- |  | ----------------------------------------------- |  | --------------------------------------------------------------- | - | - | ---- |  | --------- | -------------------------------------------------------------------------------------------------
|
|
|Hassan M. Ahmed   |  | 550,000                                         |  | 4.83                                                            | % | $ | 5.79 |  | 9/20/2014 |                                                                                                  
|Albert A. Notini  |  | 2,450,000                                       |  | 21.52                                                           | % |   | 3.99 |  | 4/06/2014 |                                                                                                  
|Steven Edwards    |  | 500,000                                         |  | 4.39                                                            | % |   | 4.10 |  | 7/19/2014 |                                                                                                  
|Bradley T. Miller |  | 125,000                                         |  | 1.10                                                            | % |   | 4.09 |  | 5/10/2014 |                                                                                                  
|Gary A. Rogers    |  | 150,000                                         |  | 1.32                                                            | % |   | 5.79 |  | 9/20/2014 |                                                                                                  
|Paul R. Jones     |  | 150,000                                         |  | 1.32                                                            | % |   | 5.79 |  | 9/20/2014 |                                                                                                  

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Option Holdings

The following table sets forth information concerning the value of unexercised stock options held by the Named Executive Officers as of December 31, 2004.
None of the Named Executive Officers exercised any stock options during 2004.

AGGREGATED FISCAL YEAR-END OPTION VALUES

|                  |  | Number of Securities
Underlying Unexercised
Options at
Fiscal Year-End |  |           |  |  
|----------------- |  | ---------------------------------------------------------------------- |  | --------- |  | -
|
|
|
|Hassan M. Ahmed   |  | 2,149,667                                                              |  | 1,853,333 |  | $
|Albert A. Notini  |  | 21,875                                                                 |  | 2,478,125 |  |  
|Steven Edwards    |  |                                                                       |  | 500,000   |  |  
|Bradley T. Miller |  |                                                                       |  | 125,000   |  |  
|Gary A. Rogers    |  | 264,417                                                                |  | 424,583   |  |  
|Paul R. Jones     |  | 613,317                                                                |  | 487,083   |  |  

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Employment, Termination and Change-in-Control Arrangements

Albert A. Notini serves as a member of our board of directors and is employed as President and Chief Operating Officer pursuant to an employment agreement entered
into in April 2004. Under this agreement Mr. Notini's base salary is $325,000 annually and his "on target" variable bonus compensation is 85% of his annual base salary, which he has a
contractual right to receive for the first year following his start date. Mr. Notini's compensation will be reviewed annually. In April 2004, we granted Mr. Notini an option to
purchase 2,450,000 shares of our common stock at an exercise price of $3.99 per share, with 25% of the number of options vesting on the first anniversary of his commencement date and the remaining 75%
vesting in equal monthly increments through the fourth anniversary of the commencement date. This agreement also includes change in control and termination terms and conditions.

Ellen
B. Richstone is employed as our Chief Financial Officer pursuant to an employment agreement entered into in December 2004. Under this agreement Ms. Richstone's base
salary is $260,000 annually and she is eligible for an "on target bonus" of 60% of her annual base salary subject to the achievement of specific objectives. For the first year of her employment,
$40,000 of her bonus is guaranteed. Ms. Richstone was granted an option to purchase 600,000 shares of our common stock at an exercise price of $5.49 per share, which represents the closing
price of our common stock on the NASDAQ National Market on January 10, 2005, with 25% of the number of options vesting on the first anniversary of her commencement date and the remaining 75%
vesting in equal monthly increments through the fourth anniversary of the commencement date. The agreement also provides for full acceleration of any unvested shares under the option grant in the
event of termination other than for cause following certain change-in-control events, and salary continuation payments for twelve months in the event of termination by us other
than for cause. Ms. Richstone is an employee-at-will.

Steven
Edwards is employed as our Vice President and Chief Marketing Officer pursuant to an employment agreement entered into in July 2004. Under this agreement
Mr. Edwards' base salary is $245,000 annually, and he is eligible for an "on target bonus" of 60% of his annual base salary subject to the achievement of specific objectives. Mr. Edwards
was granted an option to purchase 500,000

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shares
of our common stock at an exercise price of $4.10 per share, which represents the closing price of our common stock on the NASDAQ National Market on July19, 2004, with 25% of the number of
options vesting on the first anniversary of his commencement date and the remaining 75% vesting in equal monthly increments through the fourth anniversary of the commencement date. The agreement also
provides for (1) the acceleration of the greater of (a) 50% of all unvested shares under this option grant, or (b) the number of shares under this option grant that would vest in
the twelve months following certain change-in-control events; (2) salary continuation payments for six months in the event of termination by us other than for cause; and
(3) acceleration of 25% of his outstanding unvested options in the event he is terminated by us other than for cause within 12 months of his start date. Mr. Edwards is an
employee-at-will.

Bradley
T. Miller is employed as our Vice President of Finance, Corporate Controller and Chief Accounting Officer pursuant to an employment agreement entered into in April 2004.
Under this agreement Mr. Miller's base salary is $205,000 annually and he is eligible for an "on target bonus" of 25% of his annual base salary subject to the achievement of specific
objectives. Mr. Miller was granted an option to purchase 125,000 shares of our common stock at an exercise price of $4.09 per share, which represents the closing price of our common stock on
the NASDAQ National Market on May 10, 2004, with 25% of the number of options vesting on the first anniversary of his commencement date and the remaining 75% vesting in equal monthly increments
through the fourth anniversary of the commencement date. The agreement also provides for salary continuation payments for twelve months in the event of termination by us other than for cause, and
acceleration of 25% of his outstanding unvested options in the event he is terminated by us other than for cause within 12 months of his start date. Mr. Miller is an
employee-at-will.

Pursuant
to stock option agreements under our Plan and except as provided above, following certain change-in-control events, the unvested stock options held by
each of our Named Executive Officers that would vest over the twelve months following the change-in-control event would accelerate, which could result in a benefit in excess of
$100,000 to each of these executive officers.

Indemnification Agreements

As described in our Annual Report on Form 10-K filed on March 15, 2005, certain of our current and former officers and directors are
parties to legal proceedings because of their status as officers and directors. We have generally entered into indemnification agreements with our officers and directors and we may be liable for
judgments, fines and expenses in connection with such proceedings, which, in the aggregate, may be material. In addition, we are paying legal fees for counsel representing our officers and directors
in connection with such proceedings.

Compensation Committee Interlocks and Insider Participation

The members of our compensation committee during 2004 were Messrs. Severino and Thompson. No interlocking relationship exists between any member of our
board of directors or our compensation committee and any member of the board of directors or compensation committee of any other company, and none of these interlocking relationships have existed in
the past.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Beneficial Ownership of Securities

The following table sets forth information regarding beneficial ownership of our common stock as of January 31, 2005 by:



Beneficial
ownership is determined in accordance with the rules of the SEC, and includes voting and investment power with respect to shares. In computing the number of shares
beneficially owned by each person named in the following table and the percentage ownership of that person, shares of common stock that are subject to stock options held by that person that are
exercisable as of January 31, 2005 or exercisable within 60 days of January 31, 2005 are deemed owned by that person and are also deemed outstanding. These shares are not,
however, deemed outstanding for purposes of computing the percentage ownership of any other person.

Unless
otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of common stock, except to the
extent authority is shared by spouses under applicable law. The percentage of common stock outstanding as of January 31, 2005 is based on 248,046,662 shares of common stock outstanding on that
date plus shares subject to options to the extent noted above. Unless otherwise indicated, the address of each person listed in the table is care of Sonus Networks, Inc., 250 Apollo Drive,
Chelmsford, Massachusetts 01824.

|Name of Beneficial Owner                                         |  | Number of Shares
Beneficially Owned |  | Percentage
Outstanding |  
|---------------------------------------------------------------- |  | ----------------------------------- |  | ---------------------- | -
|Executive Officers and Directors:                                |  |                                     |  |                        |  
|Hassan M. Ahmed(1)                                               |  | 9,292,998                           |  | 3.7                    | %
|Albert A. Notini(2)                                              |  | 25,000                              |  | *                      |  
|Steven Edwards                                                   |  |                                    |  |                       |  
|Bradley T. Miller                                                |  |                                    |  |                       |  
|Gary A. Rogers(3)                                                |  | 1,764,044                           |  | *                      |  
|Paul R. Jones(4)                                                 |  | 671,275                             |  | *                      |  
|Edward T. Anderson(5)                                            |  | 440,945                             |  | *                      |  
|John P. Cunningham                                               |  |                                    |  |                       |  
|Paul J. Ferri(6)                                                 |  | 170,338                             |  | *                      |  
|Rubin Gruber(7)                                                  |  | 4,494,818                           |  | 1.8                    |  
|Paul J. Severino(8)                                              |  | 576,821                             |  | *                      |  
|H. Brian Thompson(9)                                             |  | 37,708                              |  | *                      |  
|All executive officers and directors as a group (12 persons)(10) |  | 16,802,672                          |  | 6.7                    | %
|5% Owners:                                                       |  |                                     |  |                        |  
|Fidelity Management & Research Company(11)                       |  | 29,355,270                          |  | 11.8                   | %
|Barclays PLC and affiliated entities(12)                         |  | 13,588,549                          |  | 5.5                    | %

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11

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Equity Compensation Plan Information

The following table provides information as of December 31, 2004 with respect to the shares of our common stock that may be issued under the our existing
equity compensation plans.

|                                                          |  | (A)        |     | (B) |      | (C) |           
|--------------------------------------------------------- |  | ---------- | --- | --- | ---- | --- | ----------
|
|Equity Compensation Plans Approved by Shareholders(1)     |  | 36,893,219 | (3) | $   | 4.71 |     | 52,963,573
|Equity Compensation Plans Not Approved by Shareholders(2) |  |           |     |     |     |     |          
|Total                                                     |  | 36,893,219 |     | $   | 4.71 |     | 52,963,573

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12

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this Item 13 is included, as applicable, above under Item 11 captioned "Executive Compensation" and incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Fees For Auditors During Fiscal Years Ended December 31, 2004 and 2003

The following is a summary of the aggregate fees billed to us by Ernst & Young LLP for the fiscal years ended December 31, 2004 and 2003 for each of
the following categories of professional services.

|Fee Category          |  | Fiscal 2004 Fees |           | Fiscal 2003 Fees |  
|--------------------- |  | ---------------- | --------- | ---------------- | -
|Audit Fees            |  | $                | 2,621,000 | (1)              | $
|Audit-Related Fees(3) |  |                  | 11,000    |                  |  
|Tax Fees(3)           |  |                  |          |                  |  
|All Other Fees(3)     |  |                  | 32,000    |                  |  
|                      |  |                  |           |                  |  
|Total Fees            |  | $                | 2,664,000 |                  | $

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Audit Fees

Audit fees consist of professional services rendered for the audit of our consolidated financial statements included in our annual report on
Form 10-K and review of the interim consolidated financial statements included in our quarterly reports on Form 10-Q, audit of management's assessment of the
effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting and statutory audits of our foreign subsidiaries.

Audit-Related Fees

Audit-related fees consist of professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements
and the audit of management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, but are not reported
under "Audit Fees." These services include employee benefit plan audits and consultations concerning financial accounting and reporting standards.

Tax Fees

Tax fees consist of professional services for tax compliance, tax reporting, tax advice and tax planning. These services include assistance regarding federal,
state and international tax compliance and reporting, sales and use tax advice and international tax planning.

All Other Fees

All other fees consist of products and professional services other than the services reported above, including fees in connection with the formal order of private
investigation issued by the SEC to us in June 2004.

Policy on Audit Committee Pre-approval of Audit and Non-audit Services; and Auditor Partner Rotation and Personnel Matters

The audit committee has adopted a policy to pre-approve audit and permissible non-audit services provided by our registered public
accounting firm. These services many include audit services, audit-related services, tax services and other services. Prior to engagement of the registered public accounting firm for the next year's
audit, the registered public accounting firm and our management submit an aggregate of services expected to be rendered during that year for each of the four categories of services to the audit
committee for approval. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services. The
registered public accounting firm and our management periodically report to the audit committee regarding the extent of services provided by the registered public accounting firm in accordance with
this pre-approval process. The audit committee may also pre-approve particular services on a case-by-case basis. The audit committee may ratify, without
prior approval, certainde minimisnon-audit services if the aggregate amount of all such non-audit services provided to us
constitutes not more than $5,000 during the fiscal year in which the services are provided. During the fiscal year ended December 31, 2004, there were node
minimisnon-audit services provided that the audit committee subsequently ratified as the audit committee pre-approved all of the services performed by
Ernst & Young LLP.

Our
audit committee requires the regular rotation of the lead audit partner and reviewing partner as required by Section 203 of the Sarbanes-Oxley Act of 2002 and is responsible
for recommending to our board policies for hiring employees or former employees of the registered public accounting firm.

14

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Documents filed as part of this Annual Report on Form 10-K/A:

1)    Financial Statements.

The following consolidated financial statements and notes thereto are included in Part II, Item 8 filed as part of the Annual Report on
Form 10-K for the fiscal year ended December 31, 2004, as filed with the SEC on March 15, 2005:



2)    Financial Statement Schedules.

None. All schedules are omitted because they are inapplicable, not required under the instructions or because the information is reflected in the consolidated
financial statements or notes thereto.

3)    List of Exhibits.

The Exhibits filed as part of this Annual Report on Form 10-K/A are listed in the Exhibit Index immediately preceding such Exhibits, which
Exhibit Index is incorporated herein by reference.

15

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment
No. 1 on Form 10-K/A to the Registrant's Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Chelmsford, Commonwealth of Massachusetts, on this 29th day of April, 2005.

| |  | SONUS NETWORKS, INC.
| |  | --------------------
| |  | By:                 

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EXHIBIT INDEX

|Exhibit No. |  | Description                                                                                                                                                                                                                           
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(g)      |  | Fourth Amended and Restated Certificate of Incorporation of Sonus Networks, Inc., as amended.                                                                                                                                         
|3.2(b)      |  | Amended and Restated By Laws of Sonus Networks, Inc.                                                                                                                                                                                  
|4.1(b)      |  | Form of Stock Certificate representing shares of Sonus Networks, Inc. Common Stock.                                                                                                                                                   
|10.1(a)     |  | Registration Rights Agreement, dated as of November 2, 2000, by and among Sonus Networks, Inc. and the Stockholder parties thereto.                                                                                                   
|10.2(a)+    |  | Sonus 2000 Retention Plan.                                                                                                                                                                                                            
|10.3(a)+    |  | Telecom technologies, inc. 1998 Amended Equity Incentive Plan.                                                                                                                                                                        
|10.4(b)+    |  | Amended and Restated 1997 Stock Incentive Plan of the Registrant.                                                                                                                                                                     
|10.5(b)+    |  | 2000 Employee Stock Purchase Plan of the Registrant.                                                                                                                                                                                  
|10.6(a)     |  | Lease, dated September 30, 2000, between the Registrant and BCIA New England Holdings LLC with respect to property located at 25 Porter Road, Littleton, Massachusetts.                                                               
|10.7(a)     |  | Office Lease Agreement, dated as of November 14, 2000, between telecom technologies, inc. and TR Lookout Partners, Ltd. with respect to property located at 1301 East Lookout Drive, Suite 3000, Richardson, Texas.                   
|10.8(a)     |  | First Amendment to Office Lease Agreement, dated as of January 8, 2001, between telecom technologies, inc. and TR Lookout Partners, Ltd. with respect to property located at 1300 East Lookout Drive, Suite 3000, Richardson, Texas.  
|10.9(c)     |  | Office Lease Agreement dated April 4, 1997, between telecom technologies, inc. and Collins Campbell Joint Venture with respect to property located at 1701 North Collins Blvd., Suite 3000, Richardson, Texas.                        
|10.10(c)    |  | First Amendment to Office Lease Agreement, dated November 1, 1997, between telecom technologies, inc. and Collins Campbell Joint Venture with respect to property located at 1701 North Collins Blvd., Suite 3000, Richardson, Texas. 
|10.11(c)    |  | Second Amendment to Office Lease Agreement, dated July 1, 1998, between telecom technologies, inc. and Collins Campbell Joint Venture with respect to property located at 1701 North Collins Blvd., Suite 3000, Richardson, Texas.    
|10.12(c)    |  | Third Amendment to Office Lease Agreement, dated July 1, 1998, between telecom technologies, inc. and Collins Campbell Joint Venture with respect to property located at 1701 North Collins Blvd., Suite 3000, Richardson, Texas.     
|10.13(c)    |  | Fourth Amendment to Office Lease Agreement, dated February 1, 1999, between telecom technologies, inc. and Collins Campbell Joint Venture with respect to property located at 1701 North Collins Blvd., Suite 3000, Richardson, Texas.
|10.14(c)    |  | Global Agreement, dated March 5, 2002, by and between TR Lookout Partners, Ltd., Collins Campbell Joint Venture, telecom technologies, inc. and Registrant related to property lease agreements.                                      
|10.15(e)    |  | Fifth Amendment to Office Lease Agreement, dated February 28, 2002, between telecom technologies, inc. and Collins Campbell Joint Venture with respect to property located at 1701 North Collins Blvd., Suite 3000, Richardson, Texas.
|            |  |                                                                                                                                                                                                                                       

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|10.16(e)  |  | Sixth Amendment to Office Lease Agreement, dated February 1, 2003, between telecom technologies, inc. and Collins Campbell Joint Venture with respect to property located at 1701 North Collins Blvd., Suite 3000, Richardson, Texas.
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.17(g)  |  | Sublease Agreement, dated October 16, 2003, by and between Cisco Systems, Inc. and Sonus Networks, Inc. with respect to property located at 250 Apollo Drive, Chelmsford, Massachusetts.                                             
|10.18(d)  |  | Offer to Exchange Outstanding Stock Options dated October 16, 2002, as amended.                                                                                                                                                      
|10.19(h)+ |  | Employment letter dated April 6, 2004, by and between the Registrant and Albert A. Notini.                                                                                                                                           
|10.20(i)+ |  | Employment letter dated December 23, 2004, by and between the Registrant and Ellen B. Richstone.                                                                                                                                     
|10.21(j)+ |  | Summary of 2004 Executive Bonus Plan                                                                                                                                                                                                 
|10.22(k)+ |  | Form of Stock Option Agreement under the 1997 Stock Incentive Plan.                                                                                                                                                                  
|10.23(k)+ |  | Form of Director and Officer Indemnity Agreement.                                                                                                                                                                                    
|10.24*+   |  | Employment letter dated April 16, 2004, by and between the Registrant and Bradley T. Miller.                                                                                                                                         
|10.25*+   |  | Employment letter dated July 6, 2004, by and between the Registrant and Steven Edwards.                                                                                                                                              
|14.1(g)   |  | Code of Business Conduct and Ethics.                                                                                                                                                                                                 
|21.1(g)   |  | Subsidiaries of the Registrant.                                                                                                                                                                                                      
|23.1**    |  | Consent of Ernst & Young LLP.                                                                                                                                                                                                        
|31.1**    |  | Certificate of Sonus Networks, Inc. Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                               
|31.2**    |  | Certificate of Sonus Networks, Inc. Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                               
|31.3*     |  | Certificate of Sonus Networks, Inc. Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (regarding Amendment No. 1 on Form 10-K/A).                                                                    
|31.4*     |  | Certificate of Sonus Networks, Inc. Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (regarding Amendment No. 1 on Form 10-K/A).                                                                    
|32.1**    |  | Certificate of Sonus Networks, Inc. Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                               
|32.2**    |  | Certificate of Sonus Networks, Inc. Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                               

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