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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

                                 August 20, 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
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(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 exhibits
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 August 20, 2004, Sonus Networks, Inc. issued a press release reporting
its financial results for the quarter ended June 30, 2004. A copy of the press
release is attached as Exhibit 99.1 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: August 20, 2004               SONUS NETWORKS, INC.
                                    By:
                                           /s/ Albert A. Notini
                                           -------------------------------------
                                           Albert A. Notini
                                           President and Chief Operating Officer




                                            Exhibit Index

99.1     Press release of Sonus Networks, Inc. dated August 20, 2004 reporting
         financial results for the quarter ended June 30, 2004.