PRESS RELEASE


  DITECH COMMUNICATIONS CORPORATION ADOPTS PREFERRED SHARE PURCHASE RIGHTS PLAN

     MOUNTAIN VIEW, Calif., March 28 /PRNewswire/ -- Ditech Communications
Corporation (Nasdaq: DITC - NEWS) announced that its Board of Directors approved
the adoption of a Preferred Share Purchase Rights Plan under which all
stockholders of record as of April 16, 2001 will receive rights to purchase
shares of a new series of Preferred Stock.

     The Rights Plan is designed to enable all Ditech stockholders to realize
the full value of their investment and to provide for fair and equal treatment
for all stockholders in the event that an unsolicited attempt is made to acquire
Ditech. The adoption of the Rights Plan is intended as a means to guard against
abusive takeover tactics and is not in response to any particular proposal.

     The rights will be distributed as a non-taxable dividend and will expire in
ten years from the record date. The rights will be exercisable only if a person
or group acquires 16 percent or more of the Ditech Common Stock or announces a
tender offer for 16 percent or more of the Common Stock. If a person acquires 16
percent or more of Ditech's Common Stock, all rightsholders (all stockholders
who exercise their rights under this plan) except the buyer will be entitled to
acquire Ditech Common Stock at a discount. The effect will be to discourage
acquisitions of more than 16 percent of Ditech's Common Stock without
negotiations with the Board.

     The rights will trade with Ditech's Common Stock, unless and until they are
separated upon the occurrence of certain future events. The rights distribution
is not taxable to the stockholders. Ditech's Board of Directors may terminate
the Rights Plan at any time or redeem the rights prior to the time a person
acquires more than 16 percent of the Ditech Common Stock. Additional details
regarding the Rights Plan will be outlined in a summary to be mailed to all
stockholders following the record date.

Ditech Communications Corporation

     Ditech Communications Corporation is a global telecommunications equipment
supplier for voice and optical networks. Ditech's voice products are
high-capacity echo cancellers that utilize advanced software and digital signal
processor (DSP) technology. This unique combination of software and hardware
allows Ditech to deliver Voice Quality of Service (VQoS(TM)), a robust and
cost-effective solution for voice enhancement (including noise reduction) and
echo cancellation. Ditech also develops and markets optical subsystems and
systems communications products. Ditech's optical subsystem products include
optical amplifiers, transponders and network management products that enable
service providers to cost-effectively expand and extend the reach of fiber optic
networks. Ditech (DITC) is listed on the Nasdaq National Market and is
headquartered in Mountain View, California (web site: http://www.ditech.com).
Ditech also develops and markets optical transport system products through its
subsidiary, Altamar Networks (http://www.altamar.com).