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                             SECURITIES AND EXCHANGE
                                   COMMISSION
                             WASHINGTON, D.C. 20549
                  --------------------------------------------

                                                               FORM 8-K

                                                            CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                                 March 29, 2004

                Date of Report (Date of earliest event reported)
                  --------------------------------------------

                              SONUS NETWORKS, INC.
             (Exact Name of Registrant as Specified in its Charter)


      DELAWARE                      000-30229                  04-3387074
    -----------                     ---------                  ----------
(State or Other Jurisdiction  (Commission File Number)       (IRS Employer
  of Incorporation)                                        Identification No.)



             250 APOLLO DRIVE, CHELMSFORD, MASSACHUSETTS    01824
               (Address of Principal Executive Offices)   (Zip Code)

                                 (978) 614-8100
              (Registrant's telephone number, including area code)





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Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     The information in this Current Report on Form 8-K and the exhibit attached
hereto shall not be deemed  "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934,  as amended,  or  incorporated  by reference in any filing
under the  Securities  Act of 1933, as amended,  or the Exchange Act,  except as
shall be expressly set forth by specific reference in such a filing.

     On March 29, 2004,  Sonus  Networks,  Inc.  (Sonus)  issued a press release
providing an update on the status of its financial  results. A copy of the press
release is attached as Exhibit 99.1 hereto.

     On March 29,  2004 at 8:30  a.m.,  Sonus  will host a  conference  call and
simultaneous  webcast to discuss the contents of this press  release.  A copy of
the script for this conference call is attached as Exhibit 99.2 hereto.










                                    SIGNATURE


     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 hereunto duly authorized.


Date: March 29, 2004                       SONUS NETWORKS, INC.

                                           By: /s/ Stephen J. Nill______________
                                              ----------------------------------
                                               Stephen J. Nill
                                               Chief Financial Officer,
                                               Vice President of Finance and
                                               Administration and Treasurer








                                  Exhibit Index

99.1 Press release dated March 29, 2004.

99.2 Script for Conference Call dated March 29, 2004.