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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K/A
    Amendment No. 1
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934.For the fiscal year ended
    March 31, 2006oro

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 0-15895
  STRATEX NETWORKS,
    INC.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware(State of
    Incorporation)

77-0016028(I.R.S. Employer
    Identification No.)120 Rose Orchard Way
    San Jose, California(Address of Principal
    Executive Offices)

95134(Zip
    Code)   (Registrants Telephone Number, Including Area Code):
 408-943-0777
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
 Securities registered pursuant to Section 12(g) of the
    Act:
  Common Stock, Par Value $0.01 Per Share
 (Title of Class)
  o þ
  o þ
  þ o
  Regulation S-K 10-K Form 10-K. þ
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K. Form 10-K.
  Form 10-K.




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TABLE OF CONTENTS  PART IIItem 8. Financial Statements and Supplementary DataSIGNATURESReport of Independent Registered Public Accounting FirmEXHIBIT INDEXEXHIBIT 13.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2    Table of Contents   EXPLANATORY
    NOTE
  Form 10-K/A (Form 10-K/A) Form 10-K Form 10-K/A.




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PART II
 
  Item 8.
    Financial
    Statements and Supplementary Data




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SIGNATURES
  Form 10-K
    STRATEX NETWORKS, INC.
  By:
    /s/  Thomas
    H.
    Waechter    President and Chief Executive Officer




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Report of
    Independent Registered Public Accounting Firm




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EXHIBIT INDEX
  ExhibitNumber

Description2
.1

Certificate of Ownership and
    Merger merging DMC Stratex Networks, Inc. into Digital Microwave
    Corporation (incorporated by reference to Exhibit 2.1 to
    the Companys Quarterly Report on
    Form 10-Q
    filed on August 11, 2000).3
.1

Second Restated Certificate of
    Incorporation, filed with the Secretary of State of Delaware on
    May 07, 2004 (incorporated by reference to Exhibit 3.1
    to the Companys Annual report on For
    10-K filed
    on May 27, 2004).3
.2

Amended and Restated Bylaws,
    amended as of May 18, 2006. (incorporated by reference to
    exhibit 99.1 filed on
    Form 8-K
    on May 18, 2006).4
.1

Form of Indenture (incorporated by
    reference to Exhibit 4.3 to the companys registration
    statement filed on
    Form S-3
    on November 28, 2000).4
.2

Form of Debt Warrant Agreement,
    including form of Debt Warrant Certificate (incorporated by
    reference to Exhibit 4.4 to the companys Registration
    Statement filed on
    Form S-3
    on November 28, 2000).4
.3

Form of Common Stock Warrant
    Agreement, including form of Common Stock Warrant Certificate
    (incorporated by reference to Exhibit 4.5 to the
    Companys Registration Statement filed on
    Form S-3
    on November 28, 2000).4
.4

Form of Senior Debenture
    (incorporated by reference to Exhibit 4.6 to the
    Companys Registration Statement filed on
    Form S-3
    on November 28, 2000).4
.5

Loan and Security Agreement
    between Stratex Networks, Inc. and Silicon Valley Bank dated
    January 21, 2003. (incorporated by reference to exhibit
    number 4.5 to the Companys Annual Report on
    Form 10-K
    for the year ended March 31, 2003).4
.6

Amended and Restated Loan and
    Security Agreement between Stratex Networks, Inc. and Silicon
    Valley Bank, dated January 21, 2004 (incorporated by
    reference to exhibit 10.1 filed on
    Form 8-K
    on January 22, 2004).4
.7

Amendment No. 1 to the
    Restated Loan and Security Agreement between Stratex Networks,
    Inc. and Silicon Valley Bank, dated May 04, 2005
    (incorporated by reference to exhibit 4.7 filed on
    Form 10-K
    on June 14, 2005).4
.8

Amendment No. 2 to Amended
    and Restated Loan and Security Agreement between Stratex
    Networks, Inc. and Silicon Valley Bank, dated August 15,
    2005. (incorporated by reference to exhibit 4.1 filed on
    Form 10-Q
    on November 9, 2005).4
.9

Amendment No. 3 to Amended
    and Restated Loan and Security Agreement between Stratex
    Networks, Inc. and Silicon Valley Bank, dated December 28,
    2005. (incorporated by reference to exhibit 4.1 filed on
    Form 10-Q
    on February 9, 2006).4
.10

Amendment No. 4 to Amended
    and Restated Loan and Security Agreement between Stratex
    Networks, Inc. and Silicon Valley Bank, dated February 27,
    2006.10
.1**

Stratex Networks, Inc. 1984 Stock
    Option Plan, as amended and restated on June 11, 1991
    (incorporated by reference to Exhibit 10.1 to the
    Companys Annual Report on
    Form 10-K
    for the year ended March 31, 1991).10
.2**

Form of Installment Incentive
    Stock Option Agreement (incorporated by reference to
    Exhibit 28.2 to the Companys Registration Statement
    on
    Form S-8
    (File
    No. 33-43155)).10
.3**

Form of Installment Non-qualified
    Stock Option Agreement (incorporated by reference to
    Exhibit 28.3 to the Companys Registration Statement
    on
    Form S-8
    (File
    No. 33-43155)).10
.4**

Form of Indemnification Agreement
    between the Company and its directors and certain officers
    (incorporated by reference to Exhibit 10.16 to the
    Companys Registration Statement on
    Form S-1
    (File
    No. 33-13431)).10
.5**

Stratex Networks, Inc. 1994 Stock
    Incentive Plan, as amended and restated on May 1, 1996
    (incorporated by reference to the Companys Proxy Statement
    for the Annual Meeting of Stockholders to be held on
    August 4, 1998).10
.6**

Stratex Networks, Inc. 1994 Stock
    Incentive Plan, as amended and restated on May 1, 1996
    (incorporated by reference to the Companys Proxy Statement
    for the Annual Meeting of Stockholders to be held on
    August 4, 1998).10
.7

Stratex Networks, Inc. 1998
    Non-Officer Employee Stock Option Plan (incorporated by
    reference to Exhibit 99.1 to the Companys
    Registration Statement on
    Form S-8
    (File
    No. 333-48535)).10
.8**

Restated Employment Agreement,
    dated as of May 14, 2002, by and between Stratex Networks,
    Inc. and Charles D. Kissner (incorporated by reference to
    exhibit number 10.7 to the Companys Annual Report on
    Form 10-K
    for the year ended March 31, 2003).10
.9

Stratex Networks, Inc. 1999
    Non-Officer Employee Restricted Stock Purchase Plan
    (incorporated by reference to Exhibit 99.1 to the
    companys Registration Statement on
    Form S-8
    (File
    No. 333-76233)).10
.10

Stratex Networks, Inc. 1999
    Employee Stock Purchase Plan (incorporated by reference to
    Exhibit 99.1 to the Companys Registration Statement
    on
    Form S-8
    (File
    No. 333-80281)).10
.11**

Employment Agreement dated as of
    May 14, 2002, by and between the Company and Carl A.
    Thomsen. (incorporated by reference to exhibit number 10.10 to
    the Companys Annual Report on
    Form 10-K
    for the year ended March 31, 2003).10
.12**

Form of Employment Agreement dated
    as of May 14, 2002, by and between the Company and John C.
    Brandt, Carol A. Goudey, Paul Kennard, Shaun McFall, Ryan Panos,
    Robert Schlaefli, Timothy Hansen and John P. ONeil
    (incorporated by reference to exhibit number 10.11 to the
    Companys Annual Report on
    Form 10-K
    for the year ended March 31, 2003).10
.13

Lease, dated February 16,
    2000, by and between Corporate Technology Centre
    Associates II LLC and Stratex Networks, Inc., relating to
    130 Rose Orchard Way, San Jose, California (incorporated by
    reference to Exhibit 10.24 to the Companys Annual
    Report on
    Form 10-K
    for the year ended March 31, 2000).




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ExhibitNumber

Description10
.14

Lease, dated February 16,
    2000, by and between Corporate Technology Centre
    Associates II LLC and Stratex Networks, Inc., relating to
    170 Rose Orchard Way, San Jose, California (incorporated by
    reference to Exhibit 10.25 to the Companys Annual
    Report on
    Form 10-K
    for the year ended March 31, 2000).10
.15

Lease, dated February 16,
    2000, by and between Corporate Technology Centre
    Associates II LLC and Stratex Networks, Inc., relating to
    180 Rose Orchard Way, San Jose, California (incorporated by
    reference to Exhibit 10.26 to the Companys Annual
    Report on
    Form 10-K
    for the year ended March 31, 2000).10
.16**

DMC Stratex Networks, Inc. 2002
    Stock Incentive Plan (incorporated by reference to exhibit
    number 10.15 to the Companys Annual Report on
    Form 10-K
    for the year ended March 31, 2003).10
.17

Placement Agency Agreement between
    Stratex Networks, Inc., and CIBC World Markets Corp., dated
    September 20, 2004. (incorporated by reference to exhibit
    number 10.1 filed on
    Form 8-K
    on September 24, 2004).10
.18**

Employment Agreement, dated as of
    May 16, 2006, by and between Stratex Networks, Inc. and
    Thomas H. Waechter.10
.19**

Employment agreement dated
    April 1, 2006 by and between Stratex Networks, Inc. and
    John Brandt.10
.20**

Amendment A to April 1, 2006
    Employment agreement between Stratex Networks, Inc. and John
    Brandt, dated April 19, 2006.13
.1

Portions of the 2006 Annual Report
    to Stockholders.(1)14
.1

Code of Ethics adopted by the
    Company on November 11, 2003. (incorporated by reference to
    exhibit number 14.1 to the Companys Annual Report on
    Form 10-K
    for the year ended March 31, 2004)21
.1

List of subsidiaries.23
.1

Consent of Independent Registered
    Public Accounting Firm.(1)24
.1

Power of Attorney (included in
    signature page in this Annual Report on
    Form 10-K).31
.1

Certification of Thomas H.
    Waechter, Chief Executive Officer, pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002.(1)31
.2

Certification of Carl A. Thomsen,
    Chief Financial Officer, pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.(1)32
.1

Certification of Thomas H.
    Waechter, Chief Executive Officer, pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002.(1)32
.2

Certification of Carl A. Thomsen,
    Chief Financial Officer, pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.(1)     **
    
    Management contract, compensatory plan or arrangement in which
    one or more of our directors or executive officer(s)
    participates.(1)
    
    Filed herewith.