Avanex (AVNX) 10-Q/A 2004 Q1 Quarterly report (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

AMENDMENT NO. 1

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

For the quarterly period ended September 30, 2003

OR

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

For the transition period from ________to _________

Commission file number 000-29175

AVANEX CORPORATION

(Exact name of Registrant as Specified in its Charter)

Delaware	94-3285348
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

40919 Encyclopedia Circle
Fremont, California 94538

(Address of Principal Executive Offices including Zip Code)

(510) 897-4188

(Registrant’s Telephone Number, Including Area Code)

     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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES [X] NO [  ]

     There were 128,083,657 shares of the Company’s Common Stock, par value $.001 per share, outstanding on October 28, 2003.

TABLE OF CONTENTS

EXHIBIT 10.2

EXHIBIT 10.3

EXHIBIT 10.7

EXHIBIT 10.8

EXHIBIT 31.1

EXHIBIT 31.2

EXPLANATORY NOTE

     The sole purpose of this Amendment No. 1 is to refile Exhibits 10.2, 10.3, 10.7 and 10.8 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 (the “Form 10-Q”). These Exhibits are being refiled in connection with our application to the Commission to permit specific portions of the Exhibits to remain confidential in accordance with the Commission’s rules. No other changes have been made to the Form 10-Q.

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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.

AVANEX CORPORATION

(Registrant)

By:   /s/ LINDA REDDICK

Linda Reddick

Chief Financial Officer

(Duly Authorized Officer and Principal Financial and Accounting Officer)

Date: January 16, 2004

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INDEX TO EXHIBITS

10.2	Intellectual Property Rights Agreement between Corning Incorporated and Avanex Corporation Relating to Photonics dated as of July 31, 2003.*
10.3	Agreement of Sublease between Corning Property Management Corporation and Avanex Corporation dated as of July 31, 2003.*
10.7	Supply Agreement between Alcatel and Avanex Corporation dated as of July 31, 2003.*
10.8	Frame Purchase Agreement for Opto Electronic Components between Avanex Corporation and Alcatel dated as of July 31, 2003.*
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.
*	Portions of this Exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission.

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