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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

(Amendment No. 1)



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



For the fiscal year ended December 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from  to



Commission file number 000-30741



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OCCAM NETWORKS, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0442752                          
|(State or other jurisdiction or incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|77 Robin Hill Road Santa Barbara, CA                           |  | 93117                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants
telephone number, including area code: (805) 692-2900



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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



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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 ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Sec. 229.405 of this chapter) 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. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange act):    Yes ̈No  x



Based on the average bid and asked price on June 30, 2004 (the last business day of the registrants most recently completed second
quarter), the aggregate market value of the voting common stock held by non-affiliates of the registrant on such date was approximately $9.5 million. For purposes of this disclosure, the registrant has excluded shares of common stock held by
directors, executive officers and holders of 5% or more of the registrants outstanding common stock in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for
other purposes.



As of March 24, 2005, the number of shares outstanding of the
registrants common stock was 268,619,559 ( 571,654,104 shares including 303,034,545 shares of common stock issuable upon conversion of outstanding series A-2 preferred stock.)



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EXPLANATORY NOTE



This amended Annual Report on Form 10-K/A is being filed for the purpose of amending and restating Item 1 of Part I of the
Form 10-K originally filed to correct typographical errors with respect to the backlog amounts reported as of March 1, 2005, and December 31, 2004. In addition, Exhibit 24.1  Power of Attorney, which was inadvertently omitted from the
originally filed Form 10-K, has been added to the exhibit list that appears in Item 15 of Part IV and to the exhibit index immediately following the signature page. We have made no further changes to the previously filed Form 10-K.



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PART I



ITEM 1. BUSINESS



Overview



We design, develop and market a suite of Broadband Loop
Carriers (BLCs), which are Ethernet- and IP-based loop carrier platforms that enable telecommunications service providers to offer a variety of traditional as well as packetized voice, broadband and Internet Protocol (IP)
services from a single, converged, all-packet access network. In addition, we market a line of remote terminal cabinets to house our products in remote locations. We supply our products to local and regional telecommunications carriers, independent
telephone companies and international telecommunications carriers that deliver or wish to deliver voice, data, Internet access and video services to the residential, small and medium business and large enterprise markets over existing copper
telephone lines.



We design our products to alleviate the
bottleneck currently experienced by many carriers in delivering voice and broadband services from their central offices or remote locations to individual customer premisesthe network segment commonly referred to as the last
mile or the local loop. We design our products with packet switching technology, such as Ethernet and Internet Protocol, two of the fundamental components used to build the Internet. These building blocks are used to develop a
family of integrated products that deliver voice, data, Internet access and video services over the local loops existing copper wires by converting each customer line into a broadband loop. We believe that our single solution to the local loop
bottleneck will enable carriers to consolidate, aggregate and integrate multiple, single-purpose network components, substantially reducing their capital expenditure requirements, streamlining their network, and reducing their operating
costs. Deployment of our products could also enable carriers to generate new revenue streams by delivering a wider variety of voice, data, Internet access and video services by virtue of the increase in available bandwidth.



We were incorporated in Delaware in 1996 as Accelerated Networks and in 2002 merged with
Occam Networks Inc., which was incorporated in California in 1999. In connection with the merger, we changed our name to Occam Networks Inc. Our principal executive offices are located at 77 Robin Hill Road, Santa Barbara, California 93117. Our
telephone number at that address is (805) 692-2900. Our website is www.Occamnetworks.com. The contents of our website are not incorporated by reference into this Annual Report on Form 10K.



Throughout this report, we will refer to Occam Networks, Inc. as
Occam or Occam Networks.



Industry Background



Existing Network Infrastructure



Todays wired telecommunications infrastructure consists of three separate
interconnected networks: the long haul network, which provides long distance service and interconnects regional carrier networks; the metro network, which services a region and interconnects carrier central offices; and the local loop access
network, which provides connectivity from the carriers offices to the customer. The local loop access network consists of central offices, which house the carriers telephone switches, customer premise equipment, and copper wire or fiber
optic cable that interconnects the central office and the customer premise. Some carriers have also deployed remote terminals that reside between the central office and customer premise to shorten the length of the copper wire or fiber optic cable
between the customer and the carriers equipment.



Limitations of
Existing Telecommunications Infrastructure



The communications network has
experienced significant growth and change during the past decade as the exponential growth of networks and the Internet, and the accompanying increase in data traffic, have increased demand for high bandwidth communications networks.
Telecommunications carriers have had difficulty, however, in meeting this increased demand for broadband Internet access and other bandwidth intensive applications and services due to significant constraints of the traditional copper wire
communications infrastructure. To begin addressing increased customer demand for higher bandwidth, carriers began deploying high-speed optical networks



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in the long haul and metro portions of their networks. However, a bottleneck continues to impede effective delivery of high-bandwidth services in the local
loop access network. Specifically, the existing local loop infrastructure was originally designed for low-speed analog voice traffic rather than high-speed digital data transmission. Access to video over a dial-up modem is nearly impossible. The
cost of rewiring individual customer premises with fiber optic cable to deliver higher bandwidth services, however, is not economically viable and is time consuming. Thus, telecommunications carriers have sought to employ alternative technologies to
make more efficient use of the existing copper wire infrastructure in the local loop.



Emergence of DSL for Broadband Access



In order to overcome
the inherent limitations of copper wire in the local loop and meet the increased demand for broadband service, telecommunications carriers began deploying new technologies. The most common of these technologies is digital subscriber line, or DSL,
technology, which enables broadband access over the existing copper wire in the local loop. The actual amount of bandwidth delivered to each DSL customer is dependent upon the distance between the customer location and the carriers DSL
equipment. For example, for carriers to deliver the bandwidth to a customer with asymmetrical DSL, the customer must be located within 18,000 feet of the carriers DSL equipment.



DSL equipment can be located in a central office or in digital loop carriers, which are in remote terminals, placed curbside primarily in
residential areas. These remote terminals serve approximately 25% of all telephone customers in the United States. In order to provide DSL service to a customer whose first access point to the telecommunications network is through a remote terminal,
the carrier must deploy DSL equipment in the remote terminal.



Carriers have
traditionally deployed separate network equipment in the remote terminal to deliver voice and DSL services. Deploying separate network equipment is costly and, because of space constraints at the remote terminal, places significant limitations on
the number of customers served. Carriers are seeking an integrated system for the delivery of voice and DSL services in order to deliver broadband access to a larger number of customers while significantly reducing the total costs of DSL deployment
and operation.



Increased Competition in Telecommunications Services Market



As cable service providers enter traditional telecommunication markets,
carriers are seeking to add additional high-bandwidth, high-margin services to their networks, such as broadcast video and video on demand. In order to deliver video to residential customers, telecommunications carriers will be required to deploy
the latest generation of asymmetrical DSL (ADSL2+) to provide enough bandwidth to enable broadband transmission of multiple video streams over the local loop. ADSL2+ can support simultaneous two or three video channels to distances of 8,000 to
10,000 feet. The introduction of either of these DSL technologies in the local loop will likely result in broader deployment of remote terminals and an increase in the percentage of telecommunications customers who are delivered DSL through these
remote terminals. In addition to DSLs distance limitations, transmission speeds are also limited by the architecture and capabilities of the equipment that is currently deployed in the remote terminals.



Transitioning of the Telecommunications Network



The telecommunications network was developed and optimized for voice traffic using circuit
switched technology and large, complex voice switches. As the demand for broadband services has increased, telecommunications carriers have had to deploy new technologies to overcome the limitations that circuit switch technology and traditional
voice switch technologies have imposed on the existing telecommunications network. Two of the technologies recently developed to overcome these limitations are packet switched technology and soft switches.



Packet switched technology is designed to resolve the inefficiencies in the existing
telecommunication network caused by the reliance on circuit switched technology. A circuit switched network establishes a circuit from end-to-end for the duration of each call, with a fixed amount of allocated bandwidth for delivery of each call.
Data and Internet sessions, however, are of varying duration and require varying amounts of bandwidth throughout the course of each session. Nevertheless, when sent over a circuit switched network, the amount of bandwidth consumed per session is
constant, whether or not voice or data is being transmitted at any particular time during the session. As the



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amount of data and Internet traffic as a percentage of the total traffic carried over the telecommunications network has grown, the networks reliance
on circuit switched technology has rendered it increasingly unable to meet the growing demand for broadband services. As a result, carriers have had to reexamine the architecture of their network and transition to a packet-switched architecture that
handles voice, data and video more efficiently by using bandwidth only when voice or data is actually being sent. By using bandwidth in this manner, the carrying capacity and efficiency of the existing telecommunications network is greatly
increased, thus permitting the network to deliver a greater amount of broadband service to a greater number of customers. This new architecture is being built on the same technology that is the foundation for the Internet. Packet-based carriers have
begun the transition to packet technology in their long haul and metro networks and are now moving toward the same transition in the local loop.



Softswitches are designed to resolve some of the inefficiencies and cost issues associated with the existing telecommunications networks reliance on large, complex
voice switches. Traditionally, voice switches use circuit switch technology and direct the majority of voice calls in the telecommunications network today. The complexity and proprietary nature of the technology used in these large switches has
increased the operational and capital costs of deploying these products and has also led to long lead times in carriers ability to deliver new voice and other telecommunications services. A new generation of switches called softswitches,
developed by numerous vendors using open standards rather than proprietary technology, offers carriers an attractive alternative at a fraction of the cost of traditional circuit switches. A softswitch refers to a voice switch, which has been
developed using open standards and is capable of acting as a bridge between traditional voice traffic and packet-based data traffic. This reliance on open standards rather than proprietary technology promotes and facilitates more rapid development
and deployment of new services that carriers can offer to customers. Softswitches are a key component of the new packet architecture and enable carriers to maximize the efficiencies of packet switching.



Softswitches are already being deployed by carriers in the long haul portion of the network
and are being moved out to the local loop access network. This transition to a softswitch controlled voice network is likely to take several years. To facilitate this transition, carriers are seeking to build a new local loop infrastructure using
the packet switched technology described above that will coexist with the existing circuit switch technology. The element of the local loop infrastructure that allows it to coexist with the voice switches and softswitches is called a media gateway.
Carriers are seeking a solution that integrates the local loop infrastructure with media gateway functionality.



The Occam Networks Solution



Our BLC 6000 product line is an equipment system with components deployed in remote terminals and in central offices. The system provides connectivity from the residence
or business premises to the carriers central office. Remote terminals provide the connections to the end customer and aggregate the service traffic for multiple customers for connection to the central office. The central office equipment
combines individual user voice and data traffic flows from multiple remote terminals into a format interoperable with existing telephone and data switches. Because the BLC 6000 system converts an ordinary telephone line, or local loop, into a
broadband loop, we refer to our product as a Broadband Loop Carrier, or BLC.



The BLC 6000 system integrates into a single product line the functionality that is currently provided by separate voice and DSL access products. The BLC 6000 adds video capabilities to the voice and data service mix that is supported. It
is a modular system that can be deployed in very high capacity networks, but also proves economical for low capacity sites. It can be deployed with as few as 48 ports in a 13/4 high stackable shelf or up to 576 ports in a high capacity 12-slot chassis. Deployed in standard racks in a central office or in large remote terminal cabinets, it can
support tens of thousands of customers. Our BLC systems are environmentally hardened to withstand wide variations in temperature, humidity and other environmental conditions found in telephone company outside plants.



Lower Cost to Activate DSL Customers



Our BLC systems support DSL and voice for every customer connected to a remote terminal
where a BLC has been deployed. This feature enables carriers to eliminate the need to dispatch technicians to install or configure DSL equipment at the remote terminal, which significantly reduces the carriers cost of activating a new
customer. In addition, the carrier can further reduce its cost of customer acquisition through targeted marketing of its DSL services to specific geographic communities of customers.



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Leverage Internet Technologies



Our BLC systems are built using packet switch technologies that enable the carrier to build a scalable local loop infrastructure. These
technologies include Ethernet, which delivers much more network bandwidth than normally available between the remote terminal and the carriers central office at a fraction of the cost.



Our BLC systems employ standards-based packet processing technology to identify, classify and
prioritize individual voice, data, Internet and video traffic streams based on the quality of service required for each stream. Voice streams, for instance, are the most sensitive to transmission delays and are thus always given higher priority than
other traffic streams. This ability to classify and prioritize traffic streams enables carriers to deliver all of these services from a single infrastructure with the assurance that each service will be delivered at the appropriate level of quality.



Softswitch Interoperability



The BLC 6000 system also has integrated media gateway functionality, which eliminates the
need for a separate media gateway. This results in significant cost and space savings at the remote terminal. The integrated media gateway functionality allows the BLC 6000 system to interoperate with the existing voice switches and softswitches
simultaneously and facilitate a smooth transition from one to the other. In addition, the integrated media gateway also allows carriers to start delivering advanced voice, fax and messaging services, like unified messaging and follow-me services.



We also provide our customers OccamView, a management system that enables
remote activation and troubleshooting of voice and DSL services. OccamView reduces a carriers costs for activating a new customer and providing customer support. By using OccamView, a carrier reduces or eliminates costly installations by
technicians.



The Occam Networks Strategy



Our strategy is to become a leading provider of local loop access equipment to
telecommunications carriers, such as regional bell operating companies, independent telephone companies and international carriers. We intend to leverage our BLC product lines to establish ourselves as a leader in the advanced generation of local
loop equipment. This equipment facilitates the deployment of broadband and telephony services, and has evolved from the Next Generation Digital Loop Carrier, or NGDLC, market. Key elements of Occams strategy include:



Drive Packet, Ethernet and IP Technologies into the Local Loop



We intend to leverage Internet technologies, such as Ethernet and Internet protocol, or IP,
in order to facilitate carriers transition to a packet switched local loop infrastructure. We believe that we are the first vendor to leverage the proven scalability and resiliency of packet technology in building products for the NGDLC
market. We have achieved this objective by designing all of the different elements of our products, including access interfaces, backbone interfaces and service aggregation architecture, with packet technologies.



Deliver Ethernet Transport to the DLC Market



We have integrated Ethernet transport into our Broadband Loop Carrier product line, which
bridges the local loop to the metro and long haul Ethernet networks resulting in an end-to-end Ethernet service. By significantly reducing the number of network elements, carriers can simplify their networks. We have developed a new approach to
building resilient backbone networks using Ethernet, called Ethernet Protection Switching. We believe that our approach of using Ethernet transport as opposed to the current transport methods, such as SONET, will allow carriers to provide greater
scalability and greater bandwidth at a fraction of the cost. We will continue to deliver transport solutions that scale from 100 Mbps to 1 Gigabit per second, or Gbps, to 10 Gbps and 40 Gbs by leveraging four different generations of Ethernet
semiconductor technology.



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Facilitate Network Migration from Circuit Switched Architecture to Packet Switched Architecture



We have developed a family of products that enable carriers to build a local loop
infrastructure that can coexist with todays voice switching architecture and the new packet switched technology to deliver integrated voice, data and video services. We have integrated technologies such as TR-08 and GR-303 voice switch
interface protocols in our BLC products that communicate with todays circuit switched infrastructure and technologies such as Media Gateway Control Protocol (MGCP) that work with new softswitch architectures. We believe that
carriers can reduce their capital expenditure costs significantly by migrating to a packet switched architecture and softswitches. We believe there is a significant market for our products because these products facilitate this migration given there
relative cost effectiveness and enhanced delivery capabilities.



Deliver a
Comprehensive DLC Solution



We deliver a family of products that
represents a comprehensive DLC solution for copper and fiber-based local loop infrastructure. Our products are used as central office terminal and remote terminal platforms and for a variety of other applications, such as fiber-to-the-curb and
fiber-to-the-home, through a combination of DSL, Ethernet and optical networking technologies. Our DLC solution enables traditional and softswitch voice access and DSL access. In addition, our DLC solution allows carriers to offer a variety of
services, such as voice, data, Internet and video. We have integrated, or intend to integrate a variety of access interfaces, such as voice, ADSL, ADSL2Plus, VDSL, Gigabit Ethernet and Ethernet over DSL.



Drive the Development and Deployment of a Comprehensive Packet-based Video Service
Delivery System



We combine our products with those of key strategic
partners in the areas of set top boxes, head-end systems and video servers to offer carriers an end-to-end video delivery system. We believe that our innovative architecture, which leverages packet and Internet technologies such as multicasting and
content distribution, offers carriers the ability to provide broadcast and video-on-demand services at a significantly reduced cost, making delivery of video services cost effective for carriers. We are collaborating through our alliances to design
packet switched video delivery architectures and products that solve many of the problems with todays deployments, including scalability and affordability.



Aggressively Pursue Innovators in the Carrier Market



We leverage our packet switched architecture, integrated voice, data and video capabilities, scalability and lower service delivery costs to
facilitate sales to local telephone carriers. Our initial focus is on innovative carriers that are known to adopt and apply new technologies, have begun to transition to a packet switched architecture and are interested in delivering new softswitch
voice, Ethernet and/or video services. Adoption by these customers has enabled us to enter the market and establish our market awareness and reputation.



Continue Technological Innovation



We currently hold thirteen issued patents and have several additional patent applications pending. These areas of intellectual property continue to be integrated into our
products. We believe that our continued focus and emphasis on innovation will enable us to extend our technology leadership through continual enhancement of existing products and the development of new products that address the needs of the carrier
market for local loop solutions. We believe that our adoption of open standards, such as Ethernet, and open-source software, such as Linux, will allow us to leverage the knowledge base of the global development community, thereby accelerating the
introduction of new products and product enhancements.



Our research and
development philosophy is to focus on the integration of technology from industry-leading semiconductor and software vendors with our innovation applied toward specific carrier network problems. We believe that this approach will continue to enhance
our ability to rapidly bring innovative products to market while continuing to build our portfolio of intellectual property.



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Agreements with Tellabs



In March 24, 2005, we entered a strategic alliance with Tellabs, Inc. and certain of its subsidiaries. We believe that this alliance broadens our distribution channels
and improves our ability to access large telecommunication companies such as the regional Bell operating companies. Our agreements with Tellabs are described in more detail below. In addition in connection with the alliance, Tellabs made a $2.0
million investment in our Series A-2 Preferred Stock.



Manufacturing License
Agreement



We have entered into a Manufacturing License Agreement dated
March 21, 2005 with Tellabs Petaluma, Inc. (TPI), a subsidiary of Tellabs, Inc. and previously known as Advanced Fibre Communications, Inc. Under the manufacturing license, we have licensed TPI the right to manufacture a specific list of
our broadband loop carrier (BLC) products.



TPI may distribute and sell the BLC
products that it manufactures only to an identified list of customers to whom we have given TPI exclusive rights, as described below. These customers include companies affiliated with the following three regional Bell operating companies: BellSouth,
SBC, and Verizon. In addition, the customer list includes five independent operating companies in the United States, certain regional telecommunications service providers in Canada, and certain Verizon subsidiaries in identified markets in the
Caribbean and Latin America. TPI may distribute and sell the BLC products to these customers only for use as part of the customers telephone networks in the United States or Canada and, with respect to sales to the Verizon subsidiaries, in the
identified markets in the Caribbean and Latin America.



The license rights
granted under the manufacturing license are exclusive in that we may not sell the listed BLC products to this list of customers for two to three years, with the time period depending on the potential customer. To maintain exclusivity for each
potential customer, TPI must conduct a successful lab trial with each customer within 18 months to two years (depending on the customer) and enter into definitive written agreement to sell a BLC product to that customer within two to three years
(again depending on the customer and when the lab trial is completed). TPI can extend the period to achieve these milestones by paying us an extension fee. In exchange for the license, TPI will pay us a royalty for each BLC product sold by TPI. The
manufacturing license agreement will expire when the last exclusivity period has expired.



Technology License Agreement



We also
entered into a Technology License Agreement dated March 21, 2005 with TPI. Under the technology license agreement, we licensed TPI the right to integrate parts of our gigabit ethernet switching and transport subsystems technology (known as
Blade Technology) into TPI Fiber to the Curb (FTTC) card products. The license is nonexclusive and is not restricted to a particular set of customers. In exchange for the license, TPI will pay us a royalty for each FTTC card product sold
by TPI. TPI will also compensate us for transferring the Blade Technology to TPI and for helping TPI to integrate the Blade Technology into FTTC card products. The term of the technology license agreement is five years, but the license granted is
perpetual, subject to the conditions set forth in the agreement.



Supply
Agreement



We entered into a Supply Agreement with Tellabs North America,
Inc. (TNA), a subsidiary of Tellabs, Inc. We will supply TNA with BLC products for demonstration and testing purposes associated with the sale of BLC products by TPI to the listed exclusive customers under the Manufacturing License
Agreement. TNA will supply us with telecommunication cabinet products and BLC products, which BLC products are manufactured by TPI under the Manufacturing License Agreement. The supply agreement will terminate when the Manufacturing License
Agreement terminates.



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Products



Current Products



BLC 6000 System.The BLC 6000 is Occams flagship product line. It was announced in May 2003 as a modular BLC system that would be introduced in phases, with new capabilities added throughout
its product lifecycle. The first elements of the BLC 6000 became available at the end of Q2 2003 and new elements and capabilities have been added each quarter since its initial shipments. Currently the product line consists of two chassis styles
and nine electronics subassemblies, or blades.



| |  |  | BLC 6001 Stackable Chassis. The BLC 6001 chassis houses a single BLC 6000 blade. It may be deployed as a standalone unit for low capacity applications or as part of a
stack with other units for medium density applications.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | BLC 6012 High Capacity Chassis. The BLC 6012 chassis houses up to twelve BLC 6000 blades for deployment in high capacity applications.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 6150 Lifeline POTS Blade. The 6150 Lifeline POTS Blade provides 48 Plain Old Telephone Service (POTS) ports for customer telephone service and multiple Gigabit
Ethernet ports for optical fiber transport and blade interconnection along with multiple T1 ports.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 6151 Lifeline POTS Blade. The 6151 Lifeline POTS Blade provides 48 Plain Old Telephone Service (POTS) ports for customer telephone service. It is designed to
operate with other blades providing the Gigabit Ethernet transport function.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 6208 ADSL Blade. The 6208 ADSL Blade provides 48 ADSL ports for customer data and video services, and multiple Gigabit Ethernet ports for optical fiber
transport and blade interconnection.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 6235 ADSL and POTS Blade.The 6235 ADSL and POTS Blade provides 24 combination POTS and ADSL ports, along with four 100Mbps Ethernet ports and four T1 ports. It is
designed to operate with other blades providing the Gigabit Ethernet transport function.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 6248 ADSL and POTS Blade. The 6248 ADSL and Lifeline POTS Blade provides 48 combination POTS and ADSL ports for voice, data, and video service delivery and multiple
Gigabit Ethernet ports for optical fiber transport and blade interconnection.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 6440 Optical Packet Transport Blade. The 6440 Optical Packet Transport Blade provides Gigabit Ethernet ports for optical fiber transport and blade interconnection, and
supports up to 8 T1 lines for transport or up to 4 T1 lines for customer service delivery.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 6640 Subscriber Trunk Gateway Blade. The 6640 Subscriber Trunk Gateway Blade provides up to 8 T1 connections supporting traditional voice switches using the TR-08 or
GR-303 voice interface protocols. It also supports multiple Gigabit Ethernet ports for optical fiber transport and blade interconnection.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 6212 ADSL2+ Blade. The 6212 ADSL2+ Blade provides 48 ADSL2+ ports for customer data and video services, and multiple Gigabit Ethernet ports for optical fiber
transport and blade interconnection.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 6252 ADSL2+ and POTS Blade. The 6252 ADSL2+ and Lifeline POTS Blade provides 48 combination POTS and ADSL2+ ports for voice, data, and video service delivery and
multiple Gigabit Ethernet ports for optical fiber transport and blade interconnection.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Cabinets. Our broadband loop carrier solution includes a series of remote terminal cabinets for low, medium and high-density deployments in a variety of geographical areas. Our cabinets are environmentally
controlled, and we believe they deliver reliable protection with a high degree of deployment flexibility. Our cabinets are full-featured enclosures that support multiple shelf assemblies with a full complement of fans, protector panels,
charger/rectifiers



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and batteries. Occam cabinets have been configured to support the greater advanced service capacity provided by our Broadband Loop Carriers, meeting the
power and heat requirements for maximum DSL, video and other high-bandwidth service take rates. They are available in configurations which support from 48 to 576 ADSL/voice lines, either copper T1 or fiber facilities, and can be deployed in
point-to-point, star, ring, or daisy chain topologies. Our first cabinets became available for sale in the second quarter of 2002.



OccamOS. The OccamOS is not a stand-alone product, but is our embedded operating system, which creates a highly extensible to tailor the Occam BLC product family
to the specific requirements of each carrier. OccamOS is modular, highly scalable and provides BLCs with high reliability.



OccamView. OccamView is a distributed element management system that enables remote management of voice and broadband services via software from any secure
browser. OccamViews open management architecture facilitates the integration of OccamView into a wide variety of operating support systems to ensure interoperability with existing systems.



Products in Development



We currently have under development products, features and functions that we believe will further enhance our product family. These
development activities are generally focused on the following areas:



| |  | Reducing the overall cost of solutions,
|- |  | ---------------------------------------



| |  | Improving maintainability and ease of deployment for customers,
|- |  | ---------------------------------------------------------------



| |  | Adding FTTX (fiber to the X location) compatibility to the 6000 family, and
|- |  | -----------------------------------------------------------------------------



| |  | Adding features, like additional IP Layers services and local voice switching capacities that have been requested by our customers.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------



Customers



To date, our products are in operation in the networks of more than 75 customers. Our
current and target customers include:



Independent Telephone Companies



There are more than 1,100 independent telephone companies providing
service in the United States, accounting for approximately 15% of the total installed telephone lines. These companies vary in size from small, rural companies serving limited geographic areas with a limited number of lines to large independents
like Citizens Communications Company, CenturyTel, Inc., Alltel Corporation and Cincinnati Bell. This market segment offers us the greatest potential for immediate deployment, enabling us to gain short-term revenue while increasing our sales and
support infrastructure.



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Regional Bell Operating Companies



Regional bell operating companies (RBOCs) are the Incumbent Local Exchange Carriers (ILECs) in the United States
formed by the 1983 divestiture of AT&T and subsequently partially recombined through mergers. The four regional bell operating companies are Qwest Communications, SBC Communications, Verizon Communications Inc. and BellSouth Corporation,
accounting for approximately 85% of the total installed telephone lines in the United States.



Competitive Local Exchange Carriers



The 1996 Telecommunications Act opened the way for Competitive Local Exchange Carriers (CLECs) to compete against the ILECs, such as the RBOCs, using their local loop facilities. As a result, some long distance telephone
companies such as MCI and AT&T and smaller, less well-known operations have initiated CLEC operations. In situations where the CLEC operations are facilities based (that is, where they are actually co-locating local loop equipment in
ILEC central offices) we believe there is an opportunity for Occam BLC equipment.



PTTs



PTTs are the governmental agencies and their successors
responsible for combined postal, telegraph and telephone services in countries worldwide. Examples include France Telecom in France, Deutsche Telecom in Germany, Telefonica in Spain and Telia in Sweden.



Industry Relationships



An important element in our market strategy is our ability to build strategic relationships
with companies who have an established presence in Occams target market segments. We have developed the Occam Packet Access Network Alliance, whereby independent companies can work with us to define broader solutions, perform interoperability
tests, develop solutions business cases and provide cooperative customer support. The Occam Packet Access Network Alliance was announced in October 2001, and currently includes marketing relationships with companies such as Thomson, Westel, Teklec,
Metaswitch (division of Data Connection), Sonus Networks, Inc., General Bandwidth, Inc., Broadsoft, Inc., , Minerva Networks, Inc., Tut Systems, Inc., and Optibase, Ltd.



Research and Development



We have a team of engineers dedicated to conducting research and developing innovative solutions in specific technology areas that are
strategic to our business. The collective talent of the Occam research and development team has knowledge-base and experience covering the full spectrum of technologies, ranging from digital loop carrier, voice signaling, call control, IP
networking, Ethernet networking and switching, DSL, optical networking and network management. We also work with our suppliers of technology, silicon and software to further increase our technological lead over our competitors.



We continue to make substantial investments in research and development. Research and
development expenses, including amortization of stock-based compensation, were approximately $7.5 million, $12.0 million and $19.2 million during the fiscal years ended 2004, 2003 and 2002, respectively. Our primary research and development center
is based in Santa Barbara, California. We have additional development centers in Simi Valley, California and Mesa, Arizona.



Patents and Intellectual Property



We currently rely on a combination of patent, copyright and trademark and trade secret laws, confidentiality procedures and contractual provisions to protect our
proprietary rights with respect to our technology and proprietary information. We have been granted thirteen patents, have filed several additional patent applications, and intend to file additional patent applications. These patents expire over the
next 15 to 17 years. Our patent strategy is designed to protect corporate technology assets, to create access to additional technology through cross-licensing opportunities and to create opportunities for additional revenue through technology
licensing. We cannot provide any assurance that any patents will be issued from pending applications or that any issued patents will adequately protect our intellectual property.



9



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While we rely on patent, copyright, trademark and trade secret laws to protect our technology, we also believe that
factors such as the technological and creative skills of our personnel, new product developments, frequent product enhancements and reliable product maintenance are essential to establishing and maintaining a technology leadership position. In
addition, we continue to license technologies from third parties when necessary or useful.



Sales and Marketing



We have focused our sales and marketing efforts primarily on the major independent carriers. Our marketing efforts are designed to create brand awareness with these
customers and to demonstrate our technological leadership and cost advantages in the digital loop carrier equipment market. We are educating our potential customers about our products and the benefits of our solutions through industry publications
and trade shows. We also conduct education programs that present our products and the benefits of our solutions for senior management of engineering design firms who design networks for independent telephone operating companies.



We market and sell our products primarily through our direct sales organization, which
establishes and maintains direct relationships with prospective customers. We employ sales engineering personnel in our sales process in order to address prospective customers technical issues. We work with independent engineering and services
firms to assist our customers to design, build, transition, install, and support their networks. In addition, we offer our products through systems integrators that, in addition to sourcing products, provide other value-added services such as
integration, test, staging, installation and third-party equipment procurement to their customers.



Kratz Communications, a value added reseller representing several end users, Palmetto Rural Telephone Coop, and CT Communications, accounted for approximately 17%, 12%, and 11%, respectively, of our revenue for the
year ended December 31, 2004. For the year ended December 31, 2003, FairPoint Communications, Inc. and Comporium Group accounted for approximately 15% and 14%, respectively, of our revenues for the year. Sales during 2002 to DTC Communications,
Inc., Armstrong Telephone Company, and Pan Dacom Networking AG, accounted for approximately 38%, 25%, and 13%, respectively, of our revenue for the year ended December 31, 2002. With the exception of Pan Dacom, which had been a customer of our
predecessor, Accelerated Networks, our largest customers in 2003 and 2002 continued to buy additional products in 2004. While we anticipate that sales to any specific customer will vary from period to period, we expect to continue to have
significant customer concentration during 2005. To date, a significant portion of our revenue has been derived from a small number of orders and our sales have been made based on individual purchase orders, rather than long-term commitments.



Technical Services and Customer Support



Our technical services and customer support organization is responsible for
customer training, post-sales technical support and maintenance. We have established a technical assistance center and a test and interoperability lab, both of which are designed to allow us to provide effective and timely customer support 24 hours
a day, seven days a week. We work with third party engineering, factoring and installation companies to assist carriers with the design engineering, staging, installation and initial activation of our products.



Interoperability and test engineers conduct compatibility testing in our test and
interoperability lab located in Santa Barbara, California. As a critical part of the Occam solution, this group will ascertain whether our products are interoperable with all standards-based network elements including voice gateways, softswitches,
DSLAMs, DLCs, Ethernet switches, DSL modems, Integrated Access Devices, and residential gateways.



10



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Backlog



Our backlog primarily consists of purchase orders from customers for products to be delivered within the next quarter. Our backlog as of
March 1, 2005, and December 31, 2004 was approximately $6.1 million and $8.2 million, respectively. Due in part to factors such as the timing of product release dates, customer purchase orders, product availability, allowing customers to delay
scheduled delivery dates without penalty, or allowing customers to cancel orders within negotiated time frames without significant penalty, our backlog may not be indicative of sales during any subsequent quarter.



Competition



The market for telecommunications equipment is highly competitive and we expect that
competition will increase in the future. Many of our competitors are large companies with greater name recognition and technical, financial and marketing resources than we have, which may give them a substantial advantage in developing and selling
their products. Some of our competitors have gained a significant share of the market for local loop carrier equipment and further consolidation of the telecommunications industry may increase that share. In addition, many of our competitors have
long-standing relationships with our prospective customers, which may give them an advantage in selling competing products. Current and potential competitors in the digital loop carrier market include Alcatel SA, Advanced Fibre Communications, Inc.
(now part of Tellabs), Lucent Technologies Inc., and Calix, Inc.



We believe
that the principal factors that will determine success in the digital loop carrier market include:



| |  | support for multiple access technologies and network protocols;
|- |  | ---------------------------------------------------------------



| |  | ability to efficiently aggregate different traffic types, such as voice, data, Internet, video;
|- |  | -----------------------------------------------------------------------------------------------



| |  | flexibility and interoperability with existing and future network designs and equipment;
|- |  | ----------------------------------------------------------------------------------------



| |  | time to market;
|- |  | ---------------



| |  | cost-effectiveness (both for the equipment and its continuing cost of ownership);
|- |  | ---------------------------------------------------------------------------------



| |  | scalability without interruption of service; and
|- |  | ------------------------------------------------



| |  | reliability.
|- |  | ------------



The strength of our product and solution architecture, we believe, enables us to compete effectively with all of these customer types.



Manufacturing



We outsource significant portions of our manufacturing operation to third-party manufacturers and have a signed manufacturing out-sourcing contract with CTS (formerly
Smtek), located in Moorpark, California. This agreement provides for material procurement, board level assembly, testing, purchase commitments and quality control by the manufacturer. Our products are primarily manufactured in the U.S. but we are
also exploring offshore manufacturing to save costs. We design, specify and monitor all of the tests that are required to meet our internal and customer quality standards. In 2001, Occam received certification to ISO 9001:2000 by TÜV Rheinland
of North America. During 2004, we were audited and certified for another 3 years.



We have several single or limited source suppliers. Although our products could be redesigned to avoid using any sole source supplier, it would be expensive and time consuming to make such a change.



11



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Geographic Information



During our last three fiscal years, substantially all of our revenue was generated within the United States and all of our long-lived assets
are located within the United States.



Governmental Regulation



The markets for our products are
characterized by a significant number of laws, regulations and standards, both domestic and international, some of which are evolving as new technologies are deployed. Occams products or the deployment of Occams products are required to
comply with these laws, regulations and standards, including those promulgated by the Federal Communications Commission, or FCC, and counterpart foreign agencies. In some cases, we are required to obtain certifications or authorizations before our
products can be introduced, marketed, or sold. While we believe that our products comply with all current applicable governmental laws, regulations and standards, we cannot assure that we will be able to continue to design its products to comply
with all necessary requirements in the United States in the future. Accordingly, any of these laws, regulations and standards may directly affect Occams ability to market or sell its products.



In addition, FCC regulatory policies that affect the availability of broadband access for
data and Internet services may impede the penetration by the customers of Occam into their respective markets, affecting the prices that these customers are able to charge, or otherwise affecting the ability of these customers to market their
products and grow their business. For example, FCC regulations addressing interconnection of competing networks, collocation, unbundling of network elements, and line sharing impact our potential RBOC and CLEC customer bases.



In addition, the FCC has not clearly defined how or whether some broadband services, as well
as voice over IP, should be regulated. If the FCC decides to regulate these emerging services, our customer base could be impacted. To the extent that our customers are adversely affected by these changes in the regulatory environment, our business,
operating results, and financial condition may be harmed.



State regulation of
telecommunications networks and service providers may also affect the regulatory environment of our marketplace. State regulators, for example, typically settle disputes for competitive access to some incumbent local exchange carrier network
elements or collocation in incumbent local exchange carrier offices, which competitive carriers use to offer various services. State regulators may also regulate and arbitrate disputes concerning interconnection of networks of incumbent local
exchange carriers and competitive carriers. To the extent that our customers are adversely affected by these changes in the regulatory environment, our business, operating results, and financial condition may be harmed.



In addition to federal and state telecommunications regulations, an increasing number of
other domestic laws and regulations are being adopted to specifically address broadband and telecommunications issues such as liability for information retrieved from or transmitted over the Internet, online content regulation, user privacy,
taxation, consumer protection, security of data and access by law enforcement, as well as intellectual property ownership, obscenity and libel. For instance, the FTC has recommended that Congress enact legislation to ensure adequate protection of
online privacy and federal online privacy legislation is currently pending in Congress. The adoption of this or other restrictive legislation could increase the costs of communicating over the Internet or decrease the acceptance of the Internet as a
commercial and advertising medium, thus dampening the growth of the Internet. Because our customers use Occams products to facilitate both commercial and personal uses of the Internet, our business could be harmed if the growth of the Internet
were adversely affected by such regulations or standards.



Countries in the
European Union, or EU, have also adopted laws relating to the provision of Internet services, the use of the Internet, and Internet-related applications. For example, in the United Kingdom, an Internet service provider, or ISP, may be liable for
defamatory material posted on its sites. In Germany, an ISP may be liable for failing to block access to content that is illegal in the country. In addition, the EU has adopted a data protection directive to address privacy issues, impacting the use
and transfer of personal data within and outside the EU. The application of this directive within the EU and with respect to U.S. companies that may handle personal data from the EU is unsettled. Similarly, countries in Europe restrict the use of
encryption technology to varying degrees, making the provision of such technology unclear. Other laws relating to Internet usage are also being considered in the EU.



The applicability of laws, regulations and standards affecting the voice telephony, broadband telecommunications and data industry in which
Occam and our customers operate is continuing to develop, both domestically and internationally. We cannot predict the exact impact that current and future laws, regulations and standards may have on Occam or our customers. These laws, regulations
and standards may directly impact our products and result in a material and adverse effect on our business, financial condition and results of operations. In addition, should our customers be adversely impacted by such regulation, Occams
business, financial condition and results of operations would likely be adversely affected as well.



Employees



As of March 1, 2005, we employed 87 full-time employees, including 32 in sales and marketing, 9 in operations and manufacturing, 36 in engineering, and 10 in finance and
administration. All of our employees are located in the United States. None of our employees is represented by collective bargaining agreements. We consider our relations with employees to be good.



12



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PART IV



ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



(a) (1) Financial Statements



Previously filed with the
Companys Annual Report on Form 10-K filed on March 31, 2005.



(2) Financial Statement Schedules



The financial statement schedules
have been omitted because they are not applicable or the information required to be set forth therein is included in the consolidated financial statements or notes thereto previously filed with the Companys Annual Report on Form 10-K filed on
March 31, 2005.



(3) Exhibits



The following exhibits are filed herewith or incorporated by reference.



|            |  |                                                                                                                                                                                                                                                                                                                                                                            
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Title                                                                                                                                                                                                                                                                                                                                                              
|2.1*        |  | Agreement and Plan of Merger and Reorganization, dated as of November 9, 2001, by and among Registrant, Odin Acquisition Corp. and Occam Networks Inc. (incorporated by reference to Annex A to
the Registration Statement on Form S-4 (Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).                    
|            | 
|2.2         |  | Amendment to Agreement and Plan of Merger and Reorganization, dated as of December 26, 2001, by and among Registrant, Odin Acquisition Corp. and Occam Networks, Inc. (incorporated by
reference to Annex AA to the Registration Statement on Form S-4 (Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).    
|            | 
|2.3         |  | Amendment No. 2 to Agreement and Plan of Merger and Reorganization, dated as of April 16, 2002, by and among Registrant, Odin Acquisition Corp. and Occam Networks, Inc. (incorporated by
reference to Annex AAA to the Registration Statement on Form S-4 (Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).
|            | 
|3.1         |  | Registrants Amended and Restated Certificate of Incorporation (incorporated by reference to the Exhibit with the same number on the Registrants Registration Statement on Form S-1
and all amendments, thereto (File No. 333-31732).                                                                                                                                     
|            | 
|3.1.1       |  | Registrants Certificate of Amendment of Amended and Restated Certificate of Incorporation effective May 14, 2002 (incorporated by reference to Exhibit 3.1.1 of the Registrants
Quarterly Report on Form 10-Q filed on May 14, 2003).                                                                                                                                    



13



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|      |  |                                                                                                                                                                                                                                                                                                                                                 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|3.1.2 |  | Registrants Certificate of Amendment of Amended and Restated Certificate of Incorporation effective June 3, 2003 (incorporated by reference to Exhibit 3.1.2 of the Registrants
Quarterly Report on Form 10-Q filed on August 14, 2003).                                                                                                      
|      | 
|3.1.3 |  | Registrants Certificate of Amendment of Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on November 11, 2004 (incorporated
by reference to Exhibit 3.1.3 of the Registrants Quarterly Report on Form 10-Q filed on November 15, 2004).                                           
|      | 
|3.2   |  | Registrants Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Registrants Quarterly Report on Form 10-Q filed on May 14, 2003).                                                                                                                                                                                    
|      | 
|4.2   |  | Specimen common stock certificate of Registrant (incorporated by reference to the Exhibit with the same number on the Registrants Registration Statement on Form S-1 and all amendments,
thereto (File No. 333-31732).                                                                                                                         
|      | 
|4.4   |  | Form of Certificate of Designation of the Series A Preferred Stock filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 4.2 of the
Registrants Current Report on Form 8-K filed on December 19, 2002).                                                                                             
|      | 
|4.4.1 |  | Certificate of Occam Networks, Inc. Eliminating Matters Set Forth in Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.4.1 of the
Registrants Quarterly Report on Form 10-Q filed on August 14, 2003).                                                                                
|      | 
|4.6   |  | Note and Warrant Purchase Agreement, dated as of November 9, 2001 by and among Occam Networks (California), Inc. and certain existing investors (incorporated by reference to Annex H to the
Registration Statement on Form S-4 (Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).
|      | 
|4.6.1 |  | First Amendment to Note and Warrant Purchase Agreement, dated as of December 19, 2002 by and among the Occam Networks, Inc., Occam Networks (California), Inc. and certain existing investors
(incorporated by reference to Exhibit 4.4 of the Registrants Current Report on Form 8-K filed on December 19, 2002).                             
|      | 
|4.8   |  | Series A-2 Preferred Stock Purchase Agreement dated as of November 19, 2003 by and among Occam Networks, Inc. and the investors (incorporated by reference to Exhibit 4.3 of the
Registrants Current Report on Form 8-K filed on November 21, 2003).                                                                                           
|      | 
|4.9   |  | Certificate of Designation of the Series A-2 Preferred Stock filed with the Secretary of State of the state of Delaware on November 19, 2003 (incorporated by reference to Exhibit 4.4 of the
Registrants Current Report on Form 8-K filed on November 21, 2003).                                                                              
|      | 
|4.9.1 |  | Certificate Increasing the Number of Shares of Preferred Stock Designated as Series A-2 Convertible Preferred Stock filed with the Secretary of State of Delaware on November 11, 2004
(incorporated by reference to Exhibit 4.9.1 of the Registrants Quarterly Report on Form 10-Q filed on November 15, 2004).                               
|      | 
|4.9.2 |  | Certificate of Registrant, Increasing the Number of Shares of Preferred Stock Designated as Series A-2 Convertible Preferred Stock, filed with the Secretary of Sate of Delaware on January 7,
2005 (incorporated by reference to Exhibit 4.9.2 of the Registrants Current Report on Form 8-K filed on January 13, 2004).                      
|      | 
|4.11  |  | Amendment No. 1 to Series A-2 Preferred Stock Purchase Agreement dated as of November 19, 2003 by and among Occam Networks, Inc. and the investors (incorporated by reference to Exhibit 4.6 of
the Registrants Current Report on Form 8-K filed on March 12, 2004).                                                                           
|      | 
|4.12  |  | Series A-2 Preferred Stock Purchase Warrant issued to Alta Partners (incorporated by reference to Exhibit 4.7 of the Registrants Current Report on Form 8-K filed on March 12,
2004).                                                                                                                                                          
|      | 
|4.13  |  | Series A-2 Preferred Stock Purchase Warrant issued to Alta Embarcadero Partners III, LLC (incorporated by reference to Exhibit 4.8 of the Registrants Current Report on Form 8-K filed on
March 12, 2004).                                                                                                                                     
|      | 
|4.14  |  | Letter agreement dated March 8, 2004 between Occam Networks, Inc. and Alta Partners relating to board rights (incorporated by reference to Exhibit 4.9 of the Registrants Current Report
on Form 8-K filed on March 12, 2004).                                                                                                                 
|      | 
|4.15  |  | Management rights agreement dated as of March 8, 2004 between Alta Partners and Occam Networks, Inc. (incorporated by reference to Exhibit 4.9 of the Registrants Current Report on Form
8-K filed on March 12, 2004).                                                                                                                         
|      | 
|4.16  |  | Amendment No. 2 to Series A-2 Preferred Stock Purchase Agreement dated as of November 19, 2003 by and among the Registrant and the investors (incorporated by reference to Exhibit 4.11 of the
Registrants Current Report on Form 8-K filed on April 9, 2004).                                                                                 



14



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|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | 
|10.9   |  | 1997 Stock Option/Stock Issuance Plan (incorporated by reference to the Exhibit with the same number on the Registrants Registration Statement on Form S-1 and all amendments, thereto
(File No. 333-31732).                                                                                                                                                                                                                                                                                                                                          
|       | 
|10.10  |  | 2000 Stock Incentive Plan (incorporated by reference to the Exhibit with the same number on the Registrants Registration Statement on Form S-1 and all amendments, thereto (File No.
333-31732).                                                                                                                                                                                                                                                                                                                                                      
|       | 
|10.11  |  | Employee Stock Purchase Plan (incorporated by reference to the Exhibit with the same number on the Registrants Registration Statement on Form S-1 and all amendments, thereto (File No.
333-31732).                                                                                                                                                                                                                                                                                                                                                   
|       | 
|10.14+ |  | Materials and Manufacturing Agreement Board Assembly Agreement dated as of March 15, 1999, by and between the Registrant and the Semiconductor Group of Arrow Electronics, Inc., as amended
(incorporated by reference to the Exhibit with the same number on the Registrants Registration Statement on Form S-1 and all amendments, thereto (File No. 333-31732).                                                                                                                                                                                    
|       | 
|10.19  |  | Standard Industrial/Commercial Multi-Tenant Lease dated as of May 6, 1999, between the Registrant and Tyler Pacific III, LLC. (incorporated by reference to the Exhibit with the same number on
the Registrants Registration Statement on Form S-1 and all amendments, thereto (File No. 333-31732).                                                                                                                                                                                                                                                  
|       | 
|10.25  |  | Form of Director Indemnification Agreement (incorporated by reference to the Exhibit with the same number on the Registrants Registration Statement on Form S-1 and all amendments,
thereto (File No. 333-31732).                                                                                                                                                                                                                                                                                                                                     
|       | 
|10.26  |  | Form of Indemnification Agreement for all officers and directors appointed on or after May 14, 2003 (incorporated by reference to Exhibit 10.26 of the Registrants Annual Report on Form
10-K filed on March 31, 2003).                                                                                                                                                                                                                                                                                                                               
|       | 
|10.27  |  | Senior Loan and Security Agreement No. L6244 dated as of May 28, 1999, by and between the Registrant and Phoenix Leasing Incorporated (incorporated by reference to the Exhibit with the same
number on the Registrants Registration Statement on Form S-1 and all amendments, thereto (File No. 333-31732).                                                                                                                                                                                                                                          
|       | 
|10.29+ |  | Standard Industrial/Commercial Multi-Tenant Lease dated as of February 29, 2000, by and between the Registrant and Tyler Pacific III, LLC (incorporated by reference to the Exhibit with the
same number on the Registrants Registration Statement on Form S-1 and all amendments, thereto (File No. 333-31732).                                                                                                                                                                                                                                      
|       | 
|10.35  |  | Retainer Agreement dated as of February 5, 2001 by and between the Registrant and Regent Pacific Management Corporation. (incorporated by reference to Exhibit 10.35 to the Registrants
Annual Report on Form 10-K filed on May 8, 2001).                                                                                                                                                                                                                                                                                                             
|       | 
|10.38  |  | Form of Voting Agreement dated as of November 9, 2001 between Occam and certain (Registration No. 333-75816) stockholders of Registrant (incorporated by reference to Annex B to the
Registration Statement on Form S-4 (Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).                                                                                                                                                                                                               
|       | 
|10.39  |  | Form of Voting and Conversion Agreement dated as of November 9, 2001 between Registrant and certain Occam shareholders (incorporated by reference to Annex C to the Registration Statement on
Form S-4 (Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).                                                                                                                                                                                                                                
|       | 
|10.42  |  | Form of Funding Agreement dated as of November 9,2001 between Registrant and Occam (incorporated by reference to Annex F to the Registration Statement on Form S-4 (Registration No. 333-75816)
which the Securities and Exchange Commission declared effective on April 26, 2002).                                                                                                                                                                                                                                                                    
|       | 
|10.43  |  | Guaranteed Promissory Note, dated as of March 18, 2002, issued by Occam in favor of the Registrant (incorporated by reference to Annex K1 to the Registration Statement on Form S-4
(Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).                                                                                                                                                                                                                                                   
|       | 
|10.44  |  | Secured Guaranty dated as of March 18, 2002, entered into by 2180 Associates Fund VII, L.P., New Enterprise Associates 9, L.P., Norwest Venture Partners VIII, L.P., NVP Entrepreneurs Fund
VIII, L.P., U.S. Venture Partners VII, L.P., USVP Entrepreneur Partners VII-A, L.P. and USVP Entrepreneur Partners VII-B, L.P. in favor of the Registrant (incorporated by reference to Annex K2 to the Registration Statement on Form S-4 (Registration
No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).



15



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|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.45 |  | Guarantor Security Agreement, dated as of March 18, entered into by 2180 Associates Fund VII, L.P., New Enterprise Associates 9, L.P., Norwest Venture Partners VIII, L.P., NVP Entrepreneurs
Fund VIII, L.P., U.S. Venture Partners VII, L.P., USVP Entrepreneur Partners VII-A, L.P. and USVP Entrepreneur Partners VII-B, L.P. in favor of the Registrant (incorporated by reference to Annex K3 to the Registration Statement on Form S-4
(Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).
|      | 
|10.46 |  | Employment Agreement dated February 13, 2002 between the Registrant and Robert Howard-Anderson (incorporated by reference to Exhibit 10.46 of the Registrants Quarterly Report on Form
10-Q filed on August 12, 2002).                                                                                                                                                                                                                                                                                                                                       
|      | 
|10.47 |  | Employment Agreement dated June 17, 2002 between the Registrant and Howard Bailey (incorporated by reference to Exhibit 10.46 of the Registrants Quarterly Report on Form 10-Q filed on
August 12, 2002).                                                                                                                                                                                                                                                                                                                                                    
|      | 
|10.48 |  | Occam Networks Inc. 1999 Stock Plan (incorporated by reference to Exhibit 4.1 on the Registrants Statement on Form S-8 (File No. 333-91070)).                                                                                                                                                                                                                                                                                                                                                                                                                
|      | 
|10.49 |  | Occam Networks Inc. 1999 Stock Plan, Form of Stock Option Agreement (incorporated by reference to Exhibit 4.2 on the Registrants Statement on Form S-8 (File No.
333-91070).                                                                                                                                                                                                                                                                                                                                                                                 
|      | 
|10.50 |  | Occam Networks Inc. 1999 Stock Plan, Form of Stock Option AgreementEarly Exercise (incorporated by reference to Exhibit 4.3 on the Registrants Statement on Form S-8 (File No.
333-91070).                                                                                                                                                                                                                                                                                                                                                                  
|      | 
|10.51 |  | Master Lease Agreement dated December 8, 2000 by and between Comdisco, Inc. and Occam Networks (California), Inc. (incorporated by reference to Exhibit 99.1 of the Registrants Current
Report on Form 8-K filed on October 1, 2002).                                                                                                                                                                                                                                                                                                                        
|      | 
|10.52 |  | Standard Industrial/Commercial Multi-Tenant Lease date March 26, 2001 by and between Applied Magnetics Corporation, a Delaware corporation DBA Innovative Micro Technology, and Occam Networks
(California), Inc., a California corporation (incorporated by reference to Exhibit 99.2 of the Registrants Current Report on Form 8-K filed on October 1, 2002).                                                                                                                                                                                              
|      | 
|10.53 |  | Loan and Security Agreement between Silicon Valley Bank and Occam Networks, Inc., dated June 16, 2003 (incorporated by reference to Exhibit 10.53 of the Registrants Quarterly Report on
Form 10-Q filed on August 14, 2003).                                                                                                                                                                                                                                                                                                                                
|      | 
|10.54 |  | Warrant to Purchase Stock, dated June 16, 2003 (incorporated by reference to Exhibit 10.53 of the Registrants Quarterly Report on Form 10-Q filed on August 14, 2003).                                                                                                                                                                                                                                                                                                                                                                                       
|      | 
|10.55 |  | Security Agreement between Silicon Valley Bank and Occam Networks (California), Inc., dated June 16, 2003 (incorporated by reference to Exhibit 10.53 of the Registrants Quarterly Report
on Form 10-Q filed on August 14, 2003).                                                                                                                                                                                                                                                                                                                            
|      | 
|10.56 |  | Intellectual Property Security Agreement between Silicon Valley Bank and Occam Networks (California), Inc., dated June 16, 2003 (incorporated by reference to Exhibit 10.53 of the
Registrants Quarterly Report on Form 10-Q filed on August 14, 2003).                                                                                                                                                                                                                                                                                                      
|      | 
|10.57 |  | Senior Loan and Security Agreement dated December 17, 2004, by and between the Registrant and Hercules Technology Growth Capital, Inc. (incorporated by reference to Exhibit 10.57 of the
Registrants Current Report on Form 8-K filed on December 20, 2004).                                                                                                                                                                                                                                                                                                
|      | 
|10.58 |  | Warrant to acquire shares of common stock issued to Hercules Technology Growth Capital, Inc. on December 17, 2004 (incorporated by reference to Exhibit 10.58 of the Registrants Current
Report on Form 8-K filed on December 20, 2004).                                                                                                                                                                                                                                                                                                                     
|      | 
|10.59 |  | Warrant to acquire shares of Series A-2 preferred stock to Hercules Technology Growth Capital, Inc. on December 17, 2004 (incorporated by reference to Exhibit 10.59 of the Registrants
Current Report on Form 8-K filed on December 20, 2004).                                                                                                                                                                                                                                                                                                              
|      | 
|10.61 |  | Series A-2 Preferred Stock Purchased Agreement dated as of January 7, 2005, among the Registrant and certain investors (incorporated by reference to Exhibit 10.61 of the Registrants
Current Report on Form 8-K filed on January 13, 2005).                                                                                                                                                                                                                                                                                                                 



16



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|        |  |                                                                                                                                                                                                                                                                                          
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|10.62   |  | Fourth Amended and Restated Investors Rights Agreement dated as of January 7, 2005, among the Registrant and certain holders of its capital stock (incorporated by reference to Exhibit
10.62 of the Registrants Current Report on Form 8-K filed on January 13, 2005).                
|        | 
|10.63   |  | Letter Amendment Agreement among the Registrant, Occam Networks (California), Inc. and Hercules Technology Growth Capital, Inc. (incorporated by reference to Exhibit 10.63 of the
Registrants Current Report on Form 8-K filed on January 13, 2005).                                   
|        | 
|10.64   |  | Promissory Note between the Registrant and Hercules Technology Growth Capital, Inc. (incorporated by reference to Exhibit 10.64 of the Registrants Current Report on Form 8-K filed on
January 13, 2005).                                                                               
|        | 
|10.65   |  | Amendment No. 1 to Series A-2 Preferred Stock Purchase Agreement dated as of January 7, 2005, among the Registrant and certain investors (incorporated by reference to Exhibit 10.65 of the
Registrants Current Report on Form 8-K filed on March 24, 2005).                            
|        | 
|10.66   |  | Amendment No. 1 to Fourth Amended and Restated Investors Rights Agreement dated as of January 7,2005, among the Registrant and certain holders of its capital stock (incorporated by
reference to Exhibit 10.66 of the Registrants Current Report on Form 8-K filed on March 24, 2005).
|        | 
|10.67** |  | Manufacturing License Agreement dated as of March 18, 2005, by and between the Registrant and Tellabs Petaluma, Inc. (previously filed as an exhibit to the Companys Annual Report on
Form 10-K filed on March 31, 2005)                                                                
|        | 
|10.69** |  | Technology License Agreement dated as of March 18, 2005, by and between the Registrant and Tellabs Petaluma, Inc. (previously filed as an exhibit to the Companys Annual Report on Form
10-K filed on March 31, 2005)                                                                   
|        | 
|10.70** |  | Supply Agreement dated as of March 18, 2005, by and between the Registrant and Tellabs Petaluma, Inc. (previously filed as an exhibit to the Companys Annual Report on Form 10-K filed on
March 31, 2005)                                                                               
|        | 
|21.1    |  | Subsidiaries of the Registrant. (previously filed as an exhibit to the Companys Annual Report on Form 10-K filed on March 31, 2005)                                                                                                                                                     
|        | 
|23.1    |  | Consent of Independent Registered Public Accounting Firm. (previously filed as an exhibit to the Companys Annual Report on Form 10-K filed on March 31, 2005)                                                                                                                           
|        | 
|24.1    |  | Power of Attorney (included on page 18)                                                                                                                                                                                                                                                  
|        | 
|31.1    |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                      
|        | 
|31.2    |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                      
|        | 
|32.1    |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (previously filed as an exhibit to the
Companys Annual Report on Form 10-K filed on March 31, 2005)                                  
|        | 
|32.2    |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (previously filed as an exhibit to the
Companys Annual Report on Form 10-K filed on March 31, 2005)                                  

---

|* | Schedules omitted pursuant to Regulation S-K Item 601(b)(2) of the Securities Act. Registrant undertakes to furnish such schedules to the Commission upon request.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Confidential treatment has been requested for certain portions of this exhibit.
|-- | -------------------------------------------------------------------------------

|+ | Confidential treatment has been requested and received for certain portions of this exhibit.
|- | --------------------------------------------------------------------------------------------



|(b) | Exhibits
|--- | --------



The exhibits filed as part of this report are listed in Item 15(a)(3) of this Form 10-K/A.



|(c) | Exhibits
|--- | --------



The financial statement schedules required by Regulation S-X and Item 8 of this form are listed in Item 15(a)(2) of this Form 10-K/A.



17



---

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d)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.



OCCAM NETWORKS, INC.



|                     |  |     |  |                                                                          
|-------------------- |  | --- |  | -------------------------------------------------------------------------
|Date: April 15, 2005 |  | By: |  | /s/ Robert L. Howard-Anderson                                            
|                     |  |     |  | Robert L. Howard-Anderson President, Chief Executive
Officer and Director



POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert L. Howard-Anderson and Howard M. Bailey, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign any and all amendments
(including post-effective amendments) to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said
attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-facts and agents, or his substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof.



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



|                              |  |                                                                               |  |               
|----------------------------- |  | ----------------------------------------------------------------------------- |  | --------------
|Signature                     |  | Title                                                                         |  | Date          
|/s/ Robert L. Howard-Anderson |  | President, Chief Executive Officer and Director (Principal Executive Officer) |  | April 15, 2005
|Robert L. Howard-Anderson     |  |                                                                               | 
|                              |  |                                                                              
|/s/ Howard M. Bailey          |  | Chief Financial Officer (Principal Financial
and Accounting Officer)          |  | April 15, 2005
|Howard M. Bailey              |  |                                                                               | 
|                              |  |                                                                              
|/s/ Steven M. Krausz          |  | Director                                                                      |  | April 15, 2005
|Steven M. Krausz              |  |                                                                               |  |               
|                              |  |                                                                              
|/s/ Robert E. Bylin           |  | Director                                                                      |  | April 15, 2005
|Robert E. Bylin               |  |                                                                               |  |               
|                              |  |                                                                              
|/s/ Robert B. Abbott          |  | Director                                                                      |  | April 15, 2005
|Robert B. Abbott              |  |                                                                               |  |               
|                              |  |                                                                              
|/s/ Thomas E. Pardun          |  | Director                                                                      |  | April 15, 2005
|Thomas E. Pardun              |  |                                                                               |  |               
|                              |  |                                                                              
|/s/ Kenneth Cole              |  | Director                                                                      |  | April 15, 2005
|Kenneth Cole                  |  |                                                                               |  |               



18



---

EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                                                                                                            
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Title                                                                                                                                                                                                                                                                                                                                                              
|2.1*        |  | Agreement and Plan of Merger and Reorganization, dated as of November 9, 2001, by and among Registrant, Odin Acquisition Corp. and Occam Networks Inc. (incorporated by reference to Annex A to
the Registration Statement on Form S-4 (Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).                    
|            | 
|2.2         |  | Amendment to Agreement and Plan of Merger and Reorganization, dated as of December 26, 2001, by and among Registrant, Odin Acquisition Corp. and Occam Networks, Inc. (incorporated by
reference to Annex AA to the Registration Statement on Form S-4 (Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).    
|            | 
|2.3         |  | Amendment No. 2 to Agreement and Plan of Merger and Reorganization, dated as of April 16, 2002, by and among Registrant, Odin Acquisition Corp. and Occam Networks, Inc. (incorporated by
reference to Annex AAA to the Registration Statement on Form S-4 (Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).
|            | 
|3.1         |  | Registrants Amended and Restated Certificate of Incorporation (incorporated by reference to the Exhibit with the same number on the Registrants Registration Statement on Form S-1
and all amendments, thereto (File No. 333-31732).                                                                                                                                     
|            | 
|3.1.1       |  | Registrants Certificate of Amendment of Amended and Restated Certificate of Incorporation effective May 14, 2002 (incorporated by reference to Exhibit 3.1.1 of the Registrants
Quarterly Report on Form 10-Q filed on May 14, 2003).                                                                                                                                    
|            | 
|3.1.2       |  | Registrants Certificate of Amendment of Amended and Restated Certificate of Incorporation effective June 3, 2003 (incorporated by reference to Exhibit 3.1.2 of the Registrants
Quarterly Report on Form 10-Q filed on August 14, 2003).                                                                                                                                 
|            | 
|3.1.3       |  | Registrants Certificate of Amendment of Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on November 11, 2004 (incorporated
by reference to Exhibit 3.1.3 of the Registrants Quarterly Report on Form 10-Q filed on November 15, 2004).                                                                      
|            | 
|3.2         |  | Registrants Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Registrants Quarterly Report on Form 10-Q filed on May 14, 2003).                                                                                                                                                                                                               
|            | 
|4.2         |  | Specimen common stock certificate of Registrant (incorporated by reference to the Exhibit with the same number on the Registrants Registration Statement on Form S-1 and all amendments,
thereto (File No. 333-31732).                                                                                                                                                    
|            | 
|4.4         |  | Form of Certificate of Designation of the Series A Preferred Stock filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 4.2 of the
Registrants Current Report on Form 8-K filed on December 19, 2002).                                                                                                                        
|            | 
|4.4.1       |  | Certificate of Occam Networks, Inc. Eliminating Matters Set Forth in Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.4.1 of the
Registrants Quarterly Report on Form 10-Q filed on August 14, 2003).                                                                                                           
|            | 
|4.6         |  | Note and Warrant Purchase Agreement, dated as of November 9, 2001 by and among Occam Networks (California), Inc. and certain existing investors (incorporated by reference to Annex H to the
Registration Statement on Form S-4 (Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).                           
|            | 
|4.6.1       |  | First Amendment to Note and Warrant Purchase Agreement, dated as of December 19, 2002 by and among the Occam Networks, Inc., Occam Networks (California), Inc. and certain existing investors
(incorporated by reference to Exhibit 4.4 of the Registrants Current Report on Form 8-K filed on December 19, 2002).                                                        
|            | 
|4.8         |  | Series A-2 Preferred Stock Purchase Agreement dated as of November 19, 2003 by and among Occam Networks, Inc. and the investors (incorporated by reference to Exhibit 4.3 of the
Registrants Current Report on Form 8-K filed on November 21, 2003).                                                                                                                      
|            | 
|4.9         |  | Certificate of Designation of the Series A-2 Preferred Stock filed with the Secretary of State of the state of Delaware on November 19, 2003 (incorporated by reference to Exhibit 4.4 of the
Registrants Current Report on Form 8-K filed on November 21, 2003).                                                                                                         
|            | 
|4.9.1       |  | Certificate Increasing the Number of Shares of Preferred Stock Designated as Series A-2 Convertible Preferred Stock filed with the Secretary of State of Delaware on November 11, 2004
(incorporated by reference to Exhibit 4.9.1 of the Registrants Quarterly Report on Form 10-Q filed on November 15, 2004).                                                          
|            | 
|4.9.2       |  | Certificate of Registrant, Increasing the Number of Shares of Preferred Stock Designated as Series A-2 Convertible Preferred Stock, filed with the Secretary of Sate of Delaware on January 7,
2005 (incorporated by reference to Exhibit 4.9.2 of the Registrants Current Report on Form 8-K filed on January 13, 2004).                                                 



19



---

|            |  |                                                                                                                                                                                                                                                                                                                                                                    
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Title                                                                                                                                                                                                                                                                                                                                                      
|4.11        |  | Amendment No. 1 to Series A-2 Preferred Stock Purchase Agreement dated as of November 19, 2003 by and among Occam Networks, Inc. and the investors (incorporated by reference to Exhibit 4.6 of
the Registrants Current Report on Form 8-K filed on March 12, 2004).                                                                                              
|            | 
|4.12        |  | Series A-2 Preferred Stock Purchase Warrant issued to Alta Partners (incorporated by reference to Exhibit 4.7 of the Registrants Current Report on Form 8-K filed on March 12,
2004).                                                                                                                                                                             
|            | 
|4.13        |  | Series A-2 Preferred Stock Purchase Warrant issued to Alta Embarcadero Partners III, LLC (incorporated by reference to Exhibit 4.8 of the Registrants Current Report on Form 8-K filed on
March 12, 2004).                                                                                                                                                        
|            | 
|4.14        |  | Letter agreement dated March 8, 2004 between Occam Networks, Inc. and Alta Partners relating to board rights (incorporated by reference to Exhibit 4.9 of the Registrants Current Report
on Form 8-K filed on March 12, 2004).                                                                                                                                    
|            | 
|4.15        |  | Management rights agreement dated as of March 8, 2004 between Alta Partners and Occam Networks, Inc. (incorporated by reference to Exhibit 4.9 of the Registrants Current Report on Form
8-K filed on March 12, 2004).                                                                                                                                            
|            | 
|4.16        |  | Amendment No. 2 to Series A-2 Preferred Stock Purchase Agreement dated as of November 19, 2003 by and among the Registrant and the investors (incorporated by reference to Exhibit 4.11 of the
Registrants Current Report on Form 8-K filed on April 9, 2004).                                                                                                    
|            | 
|10.9        |  | 1997 Stock Option/Stock Issuance Plan (incorporated by reference to the Exhibit with the same number on the Registrants Registration Statement on Form S-1 and all amendments, thereto
(File No. 333-31732).                                                                                                                                                      
|            | 
|10.10       |  | 2000 Stock Incentive Plan (incorporated by reference to the Exhibit with the same number on the Registrants Registration Statement on Form S-1 and all amendments, thereto (File No.
333-31732).                                                                                                                                                                  
|            | 
|10.11       |  | Employee Stock Purchase Plan (incorporated by reference to the Exhibit with the same number on the Registrants Registration Statement on Form S-1 and all amendments, thereto (File No.
333-31732).                                                                                                                                                               
|            | 
|10.14+      |  | Materials and Manufacturing Agreement Board Assembly Agreement dated as of March 15, 1999, by and between the Registrant and the Semiconductor Group of Arrow Electronics, Inc., as amended
(incorporated by reference to the Exhibit with the same number on the Registrants Registration Statement on Form S-1 and all amendments, thereto (File No. 333-31732).
|            | 
|10.19       |  | Standard Industrial/Commercial Multi-Tenant Lease dated as of May 6, 1999, between the Registrant and Tyler Pacific III, LLC. (incorporated by reference to the Exhibit with the same number on
the Registrants Registration Statement on Form S-1 and all amendments, thereto (File No. 333-31732).                                                              
|            | 
|10.25       |  | Form of Director Indemnification Agreement (incorporated by reference to the Exhibit with the same number on the Registrants Registration Statement on Form S-1 and all amendments,
thereto (File No. 333-31732).                                                                                                                                                 
|            | 
|10.26       |  | Form of Indemnification Agreement for all officers and directors appointed on or after May 14, 2003 (incorporated by reference to Exhibit 10.26 of the Registrants Annual Report on Form
10-K filed on March 31, 2003).                                                                                                                                           
|            | 
|10.27       |  | Senior Loan and Security Agreement No. L6244 dated as of May 28, 1999, by and between the Registrant and Phoenix Leasing Incorporated (incorporated by reference to the Exhibit with the same
number on the Registrants Registration Statement on Form S-1 and all amendments, thereto (File No. 333-31732).                                                      
|            | 
|10.29+      |  | Standard Industrial/Commercial Multi-Tenant Lease dated as of February 29, 2000, by and between the Registrant and Tyler Pacific III, LLC (incorporated by reference to the Exhibit with the
same number on the Registrants Registration Statement on Form S-1 and all amendments, thereto (File No. 333-31732).                                                  
|            | 
|10.35       |  | Retainer Agreement dated as of February 5, 2001 by and between the Registrant and Regent Pacific Management Corporation. (incorporated by reference to Exhibit 10.35 to the Registrants
Annual Report on Form 10-K filed on May 8, 2001).                                                                                                                         
|            | 
|10.38       |  | Form of Voting Agreement dated as of November 9, 2001 between Occam and certain (Registration No. 333-75816) stockholders of Registrant (incorporated by reference to Annex B to the
Registration Statement on Form S-4 (Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).                           
|            | 
|10.39       |  | Form of Voting and Conversion Agreement dated as of November 9, 2001 between Registrant and certain Occam shareholders (incorporated by reference to Annex C to the Registration Statement on
Form S-4 (Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).                                            
|            | 
|10.42       |  | Form of Funding Agreement dated as of November 9,2001 between Registrant and Occam (incorporated by reference to Annex F to the Registration Statement on Form S-4 (Registration No. 333-75816)
which the Securities and Exchange Commission declared effective on April 26, 2002).                                                                                



20



---

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Title                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.43       |  | Guaranteed Promissory Note, dated as of March 18, 2002, issued by Occam in favor of the Registrant (incorporated by reference to Annex K1 to the Registration Statement on Form S-4
(Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).                                                                                                                                                                                                                                                          
|            | 
|10.44       |  | Secured Guaranty dated as of March 18, 2002, entered into by 2180 Associates Fund VII, L.P., New Enterprise Associates 9, L.P., Norwest Venture Partners VIII, L.P., NVP Entrepreneurs Fund
VIII, L.P., U.S. Venture Partners VII, L.P., USVP Entrepreneur Partners VII-A, L.P. and USVP Entrepreneur Partners VII-B, L.P. in favor of the Registrant (incorporated by reference to Annex K2 to the Registration Statement on Form S-4 (Registration
No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).       
|            | 
|10.45       |  | Guarantor Security Agreement, dated as of March 18, entered into by 2180 Associates Fund VII, L.P., New Enterprise Associates 9, L.P., Norwest Venture Partners VIII, L.P., NVP Entrepreneurs
Fund VIII, L.P., U.S. Venture Partners VII, L.P., USVP Entrepreneur Partners VII-A, L.P. and USVP Entrepreneur Partners VII-B, L.P. in favor of the Registrant (incorporated by reference to Annex K3 to the Registration Statement on Form S-4
(Registration No. 333-75816) which the Securities and Exchange Commission declared effective on April 26, 2002).
|            | 
|10.46       |  | Employment Agreement dated February 13, 2002 between the Registrant and Robert Howard-Anderson (incorporated by reference to Exhibit 10.46 of the Registrants Quarterly Report on Form
10-Q filed on August 12, 2002).                                                                                                                                                                                                                                                                                                                                       
|            | 
|10.47       |  | Employment Agreement dated June 17, 2002 between the Registrant and Howard Bailey (incorporated by reference to Exhibit 10.46 of the Registrants Quarterly Report on Form 10-Q filed on
August 12, 2002).                                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.48       |  | Occam Networks Inc. 1999 Stock Plan (incorporated by reference to Exhibit 4.1 on the Registrants Statement on Form S-8 (File No. 333-91070)).                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|10.49       |  | Occam Networks Inc. 1999 Stock Plan, Form of Stock Option Agreement (incorporated by reference to Exhibit 4.2 on the Registrants Statement on Form S-8 (File No.
333-91070).                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|10.50       |  | Occam Networks Inc. 1999 Stock Plan, Form of Stock Option AgreementEarly Exercise (incorporated by reference to Exhibit 4.3 on the Registrants Statement on Form S-8 (File No.
333-91070).                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|10.51       |  | Master Lease Agreement dated December 8, 2000 by and between Comdisco, Inc. and Occam Networks (California), Inc. (incorporated by reference to Exhibit 99.1 of the Registrants Current
Report on Form 8-K filed on October 1, 2002).                                                                                                                                                                                                                                                                                                                        
|            | 
|10.52       |  | Standard Industrial/Commercial Multi-Tenant Lease date March 26, 2001 by and between Applied Magnetics Corporation, a Delaware corporation DBA Innovative Micro Technology, and Occam Networks
(California), Inc., a California corporation (incorporated by reference to Exhibit 99.2 of the Registrants Current Report on Form 8-K filed on October 1, 2002).                                                                                                                                                                                              
|            | 
|10.53       |  | Loan and Security Agreement between Silicon Valley Bank and Occam Networks, Inc., dated June 16, 2003 (incorporated by reference to Exhibit 10.53 of the Registrants Quarterly Report on
Form 10-Q filed on August 14, 2003).                                                                                                                                                                                                                                                                                                                                
|            | 
|10.54       |  | Warrant to Purchase Stock, dated June 16, 2003 (incorporated by reference to Exhibit 10.53 of the Registrants Quarterly Report on Form 10-Q filed on August 14, 2003).                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|10.55       |  | Security Agreement between Silicon Valley Bank and Occam Networks (California), Inc., dated June 16, 2003 (incorporated by reference to Exhibit 10.53 of the Registrants Quarterly Report
on Form 10-Q filed on August 14, 2003).                                                                                                                                                                                                                                                                                                                            
|            | 
|10.56       |  | Intellectual Property Security Agreement between Silicon Valley Bank and Occam Networks (California), Inc., dated June 16, 2003 (incorporated by reference to Exhibit 10.53 of the
Registrants Quarterly Report on Form 10-Q filed on August 14, 2003).                                                                                                                                                                                                                                                                                                      
|            | 
|10.57       |  | Senior Loan and Security Agreement dated December 17, 2004, by and between the Registrant and Hercules Technology Growth Capital, Inc. (incorporated by reference to Exhibit 10.57 of the
Registrants Current Report on Form 8-K filed on December 20, 2004).                                                                                                                                                                                                                                                                                                
|            | 
|10.58       |  | Warrant to acquire shares of common stock issued to Hercules Technology Growth Capital, Inc. on December 17, 2004 (incorporated by reference to Exhibit 10.58 of the Registrants Current
Report on Form 8-K filed on December 20, 2004).                                                                                                                                                                                                                                                                                                                     
|            | 
|10.59       |  | Warrant to acquire shares of Series A-2 preferred stock to Hercules Technology Growth Capital, Inc. on December 17, 2004 (incorporated by reference to Exhibit 10.59 of the Registrants
Current Report on Form 8-K filed on December 20, 2004).                                                                                                                                                                                                                                                                                                              
|            | 
|10.61       |  | Series A-2 Preferred Stock Purchased Agreement dated as of January 7, 2005, among the Registrant and certain investors (incorporated by reference to Exhibit 10.61 of the Registrants
Current Report on Form 8-K filed on January 13, 2005).                                                                                                                                                                                                                                                                                                                 









21



---

|            |  |                                                                                                                                                                                                                                                                                          
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Title                                                                                                                                                                                                                                                                            
|10.62       |  | Fourth Amended and Restated Investors Rights Agreement dated as of January 7, 2005, among the Registrant and certain holders of its capital stock (incorporated by reference to Exhibit
10.62 of the Registrants Current Report on Form 8-K filed on January 13, 2005).                
|            | 
|10.63       |  | Letter Amendment Agreement among the Registrant, Occam Networks (California), Inc. and Hercules Technology Growth Capital, Inc. (incorporated by reference to Exhibit 10.63 of the
Registrants Current Report on Form 8-K filed on January 13, 2005).                                   
|            | 
|10.64       |  | Promissory Note between the Registrant and Hercules Technology Growth Capital, Inc. (incorporated by reference to Exhibit 10.64 of the Registrants Current Report on Form 8-K filed on
January 13, 2005).                                                                               
|            | 
|10.65       |  | Amendment No. 1 to Series A-2 Preferred Stock Purchase Agreement dated as of January 7, 2005, among the Registrant and certain investors (incorporated by reference to Exhibit 10.65 of the
Registrants Current Report on Form 8-K filed on March 24, 2005).                            
|            | 
|10.66       |  | Amendment No. 1 to Fourth Amended and Restated Investors Rights Agreement dated as of January 7,2005, among the Registrant and certain holders of its capital stock (incorporated by
reference to Exhibit 10.66 of the Registrants Current Report on Form 8-K filed on March 24, 2005).
|            | 
|10.67**     |  | Manufacturing License Agreement dated as of March 18, 2005, by and between the Registrant and Tellabs Petaluma, Inc. (previously filed as an exhibit to the Companys Annual Report on
Form 10-K filed on March 31, 2005)                                                                
|            | 
|10.69**     |  | Technology License Agreement dated as of March 18, 2005, by and between the Registrant and Tellabs Petaluma, Inc. (previously filed as an exhibit to the Companys Annual Report on Form
10-K filed on March 31, 2005)                                                                   
|            | 
|10.70**     |  | Supply Agreement dated as of March 18, 2005, by and between the Registrant and Tellabs Petaluma, Inc. (previously filed as an exhibit to the Companys Annual Report on Form 10-K filed on
March 31, 2005)                                                                               
|            | 
|21.1        |  | Subsidiaries of the Registrant. (previously filed as an exhibit to the Companys Annual Report on Form 10-K filed on March 31, 2005)                                                                                                                                                     
|            | 
|23.1        |  | Consent of Independent Registered Public Accounting Firm. (previously filed as an exhibit to the Companys Annual Report on Form 10-K filed on March 31, 2005)                                                                                                                           
|            | 
|24.1        |  | Power of Attorney (included on page 18)                                                                                                                                                                                                                                                  
|            | 
|31.1        |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                      
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                      
|            | 
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (previously filed as an exhibit to the
Companys Annual Report on Form 10-K filed on March 31, 2005)                                  
|            | 
|32.2        |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (previously filed as an exhibit to the
Companys Annual Report on Form 10-K filed on March 31, 2005)                                  

---

|* | Schedules omitted pursuant to Regulation S-K Item 601(b)(2) of the Securities Act. Registrant undertakes to furnish such schedules to the Commission upon request.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Confidential treatment has been requested for certain portions of this exhibit.
|-- | -------------------------------------------------------------------------------

|+ | Confidential treatment has been requested and received for certain portions of this exhibit.
|- | --------------------------------------------------------------------------------------------



|(b) | Exhibits
|--- | --------



The exhibits filed as part of this report are listed in Item 15(a)(3) of this Form 10-K/A.



|(c) | Exhibits
|--- | --------



The financial statement schedules required by Regulation S-X and Item 8 of this form are listed in Item 15(a)(2) of this Form 10-K/A.





22