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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

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

                                November 3, 2004

                Date of Report (Date of earliest event reported)

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                              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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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



Item 2.02. 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 November 3, 2004, Sonus Networks, Inc. issued a press release
reporting its financial results for the quarter ended September 30, 2004. A copy
of the press release is attached as Exhibit 99.1 hereto.


Item 9.01. Financial Statements and Exhibits.

(c)      Exhibits

         The following exhibit relating to Item 2.02 shall be deemed to be
         furnished, and not filed:

         99.1     Press release of Sonus Networks, Inc. dated November 3, 2004
                  reporting financial results for the quarter ended
                  September 30, 2004.



                                    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: November 3, 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 November 3, 2004 reporting
         financial results for the quarter ended September 30, 2004.