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+-----BEGIN PRIVACY-ENHANCED MESSAGE-----
+Proc-Type: 2001,MIC-CLEAR
+Originator-Name: webmaster@www.sec.gov
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+<SEC-DOCUMENT>0000950133-01-000145.txt : 20010123
+<SEC-HEADER>0000950133-01-000145.hdr.sgml : 20010123
+ACCESSION NUMBER:		0000950133-01-000145
+CONFORMED SUBMISSION TYPE:	10-K/A
+PUBLIC DOCUMENT COUNT:		2
+CONFORMED PERIOD OF REPORT:	20001031
+FILED AS OF DATE:		20010118
+
+FILER:
+
+	COMPANY DATA:	
+		COMPANY CONFORMED NAME:			CIENA CORP
+		CENTRAL INDEX KEY:			0000936395
+		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE & TELEGRAPH APPARATUS [3661]
+		IRS NUMBER:				232725311
+		STATE OF INCORPORATION:			DE
+		FISCAL YEAR END:			1031
+
+	FILING VALUES:
+		FORM TYPE:		10-K/A
+		SEC ACT:		
+		SEC FILE NUMBER:	000-21969
+		FILM NUMBER:		1511207
+
+	BUSINESS ADDRESS:	
+		STREET 1:		1201 WINTERSON ROAD
+		CITY:			LINTHICUM
+		STATE:			MD
+		ZIP:			21090
+		BUSINESS PHONE:		4108658500
+
+	MAIL ADDRESS:	
+		STREET 1:		1201 WINTERSON ROAD
+		CITY:			LINTHICUM
+		STATE:			MD
+		ZIP:			21090
+</SEC-HEADER>
+<DOCUMENT>
+<TYPE>10-K/A
+<SEQUENCE>1
+<FILENAME>w44449e10-ka.txt
+<DESCRIPTION>10-K/A
+<TEXT>
+
+<PAGE>   1
+================================================================================
+
+                      SECURITIES AND EXCHANGE COMMISSION
+                            WASHINGTON, D.C. 20549
+
+                               ---------------
+
+                                 FORM 10-K/A
+
+
+                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
+                    OF THE SECURITIES EXCHANGE ACT OF 1934
+
+                   FOR THE FISCAL YEAR ENDED OCTOBER 31, 2000
+                       COMMISSION FILE NUMBER: 0-21969
+
+                               ---------------
+
+                              CIENA CORPORATION
+            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
+
+
+                     DELAWARE                       23-2725311
+           (STATE OR OTHER JURISDICTION OF          (IRS EMPLOYER
+            INCORPORATION OR ORGANIZATION)          IDENTIFICATION
+                                                    NO.)
+
+                             1201 WINTERSON ROAD
+                          LINTHICUM, MARYLAND 21090
+                                (410) 865-8500
+        (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
+
+
+         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
+                                     NONE
+
+
+         SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
+                         COMMON STOCK, $.01 PAR VALUE
+                                TITLE OF CLASS
+
+
+<PAGE>   2
+                               EXPLANATORY NOTE
+
+This 10-K/A is being filed because an opinion on the Financial Statement
+Schedule was inadvertently omitted from the Company's Form 10-K for the year
+ended October 31, 2000, filed on December 7, 2000.
+
+ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
+
+      (a)    The following documents are filed as a part of this Form:
+
+             1.    Financial Statement Schedules:
+
+                        VALUATION AND QUALIFYING ACCOUNTS
+                                 (In thousands)
+<TABLE>
+<CAPTION>
+                                                           Balance at
+                                                          beginning of                                        Balance at end
+                                                             period          Provisions       Deductions         of period
+                                                          ------------       ----------     -------------     ---------------
+<S>                                                         <C>               <C>               <C>              <C>
+Year ended October 31, 1998
+Allowance for doubtful accounts                             $   722           $   806           $   --           $ 1,528
+Allowance for excess and obsolete inventory                 $ 7,466           $ 9,617           $5,929           $11,154
+
+Year ended October 31, 1999
+Allowance for doubtful accounts                             $ 1,528           $   250           $   75           $ 1,703
+Allowance for excess and obsolete inventory                 $11,154           $ 6,534           $5,243           $12,445
+
+Year ended October 31, 2000
+Allowance for doubtful accounts                             $ 1,703           $28,010           $  132           $29,581
+Allowance for excess and obsolete inventory                 $12,445           $15,021           $9,228           $18,238
+
+</TABLE>
+
+                     REPORT OF INDEPENDENT ACCOUNTANTS ON
+                         FINANCIAL STATEMENT SCHEDULE
+
+To the Board of Directors
+and Stockholders of CIENA Corporation:
+
+Our audits of the consolidated financial statements referred to in our report
+dated December 6, 2000, appearing in the Annual Report on Form 10-K for the
+year ended October 31, 2000 of CIENA Corporation also included an audit of the
+financial statement schedule listed in Item 14(a)(2) of this Form 10-K. In our
+opinion, this financial statement schedule presents fairly, in all material
+respects, the information set forth therein when read in conjunction with the
+related consolidated financial statements.
+
+
+
+PricewaterhouseCoopers LLP
+McLean, VA
+December 6, 2000
+
+             2.    Exhibits:  See Index to Exhibits on page 4 of this
+      Amendment. The Exhibits listed in the accompanying Index to Exhibits are
+      filed or incorporated by reference as part of this report.
+
+      (b)    Reports on Form 8-K
+
+             No amendment is being made to this item.
+
+
+<PAGE>   3
+
+
+
+                                  SIGNATURES
+
+Pursuant to the requirements of the Securities Exchange Act of 1934, the
+Registrant has duly caused this report to be signed on its behalf by the
+undersigned thereunto duly authorized.
+
+
+                                           CIENA CORPORATION
+
+
+Date: January 18, 2001                 By:    /s/ Andrew C. Petrik
+                                              --------------------
+                                              Andrew C. Petrik
+                                              Vice President, Controller and
+                                              Treasurer
+
+
+
+<PAGE>   4
+
+
+
+
+                              INDEX TO EXHIBITS
+<TABLE>
+<CAPTION>
+Exhibit
+         Number       Description
+         ------       -----------
+<S>                 <C>
+         3.1 (1)      Certificate of Amendment to Third Restated Certificate of Incorporation
+
+         3.2 (1)      Third Restated Certificate of Incorporation
+
+         3.3 (1)      Amended and Restated Bylaws
+
+         3.5 (10)     Certificate of Amendment to Third Restated Certificate of Incorporation
+                      dated March 23, 1998
+
+         3.6 (10)     Certificate of Amendment to Third Restated Certificate of Incorporation
+                      dated March 16, 2000
+
+         4.1 (1)      Specimen Stock Certificate
+
+         4.2 (3)      Rights Agreement dated December 29, 1997
+
+         4.3 (4)      Amendment to Rights Agreement
+
+         4.4 (11)     Amendment No. 2 to Rights Agreement dated September 13, 1998
+
+         4.5 (4)      Amendment No. 3 to Rights Agreement dated October 19, 1998
+
+         10.1 (1)     Form of Indemnification Agreement for Directors and Officers
+
+         10.2 (1)     Amended and Restated 1994 Stock Option Plan
+
+         10.3 (1)     Form of Employee Stock Option Agreements
+
+         10.4 (1)     1996 Outside Directors Stock Option Plan
+
+         10.5 (1)     Forms of 1996 Outside Directors Stock Option Agreement
+
+         10.6 (1)     Series C Preferred Stock Purchase Agreement dated December 20, 1995
+
+         10.7 (1)     Lease Agreement dated October 5, 1995 between the Company and CS Corridor-32
+                      Limited Partnership
+
+         10.8 (1)(8)  Purchase Agreement Between Sprint/United Management Company and the Company
+                      dated December 14, 1995
+
+         10.9 (1)(8)  Basic Purchase Agreement between WorldCom Network Services, Inc. and the
+                      Company dated September 19, 1996
+
+         10.10 (1)    Settlement Agreement and Mutual Release, between the Company and William
+                      K. Woodruff & Company, dated August 26, 1996
+
+         10.13 (1)    Employment Agreement dated April 9, 1994 between the Company and Patrick
+                      Nettles
+
+         10.14 (1)    Lease Agreement dated November 1, 1996 by and between the
+                      Company and Aetna Life Insurance Company
+
+         10.15 (1)    Revolving Note and Business Loan Agreement dated November 25, 1996
+                      between the Company and Mercantile-Safe Deposit & Trust Company
+
+         10.16 (1)(8) First Addendum to Procurement Agreement between the Registrant and
+                      Sprint/United Management Company dated December 19, 1996
+
+         10.17 (5)    Third Addendum to Procurement Agreement between the Registrant and
+                      Sprint/United Management Company
+
+         10.18 (5)    Form of Transfer of Control/Severance Agreement
+
+         10.19 (6)    Lightera 1998 Stock Option Plan and Form of Stock Option Agreement
+</TABLE>
+
+
+<PAGE>   5
+
+
+<TABLE>
+<S>                  <C>
+
+         10.18 (5)    Form of Transfer of Control/Severance Agreement
+         10.19 (6)    Lightera 1998 Stock Option Plan and Form of Stock Option Agreement
+         10.20 (7)    Omnia Communications, Inc. 1997 stock plan and form of agreements
+
+         10.21 (9)    Employment Agreement dated August 18, 1999 between the Company and Gary B.
+                      Smith
+
+         10.22 (9)    1999 Non-Officer Stock Option Plan and Form of Stock Option
+                      Agreement
+
+         10.23 (9)    Lease Agreement dated June 1, 1999 between the Company and
+                      Ridgeview Court Associates, L.L.C.
+
+         21 (2)       Subsidiaries of registrant
+
+         23.1         Consent of Independent Accountants (filed herewith)
+
+         27.1 (12)    Financial Data Schedule
+</TABLE>
+
+
+<TABLE>
+<S>    <C>
+(1)     Incorporated by reference from the Company's Registration Statement on Form S-1 (333-17729).
+
+(2)     Incorporated by reference from the Company's Registration Statement on Form S-1 (333-28525).
+
+(3)     Incorporated by reference from the Company's Form 8-K dated December 29, 1997.
+
+(4)     Incorporated by reference from the Company's Form 8-K dated October 14, 1998.
+
+(5)     Incorporated by reference from the Company's Form 10-K dated December 10, 1998.
+
+(6)     Incorporated by reference from the Company's Form 10-Q dated May 21, 1999.
+
+(7)     Incorporated by reference from the Company's Form 10-Q dated August 19, 1999.
+
+(8)     Confidential treatment has been granted by the Securities and Exchange Commission with respect
+        to certain portions
+        of these exhibits.
+
+(9)     Incorporated by reference from the Company's Form 10-K dated December 10, 1999.
+
+(10)    Incorporated by reference from the Company's Form 10-Q dated May 18, 2000.
+
+(11)    Incorporated by reference from the Company's Form 8-K dated September 14, 1998.
+
+(12)    Incorporated by reference from the Company's Form 10-K dated December 7, 2000.
+</TABLE>
+
+
+</TEXT>
+</DOCUMENT>
+<DOCUMENT>
+<TYPE>EX-23.1
+<SEQUENCE>2
+<FILENAME>w44449ex23-1.txt
+<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
+<TEXT>
+
+<PAGE>   1
+
+                                                                   EXHIBIT 23.1
+
+                      CONSENT OF INDEPENDENT ACCOUNTANTS
+
+
+We hereby consent to the incorporation by reference in the Registration
+Statements on Form S-8 (No. 333-27131, 333-52467, 333-76915, 333-83581,
+333-30900), S-3 (No. 333-81133, 333-80375) and S-4 (No.333-53146) of CIENA
+Corporation of our reports dated December 6, 2000 relating to the financial
+statements and financial statement schedule, which appear in CIENA's Annual
+Report on Form 10-K for the year ended October 31, 2000, as amended.
+
+
+PricewaterhouseCoopers LLP
+McLean, VA
+January 17, 2001
+
+
+
+
+
+</TEXT>
+</DOCUMENT>
+</SEC-DOCUMENT>
+-----END PRIVACY-ENHANCED MESSAGE-----