UNITED STATES
                       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

         Date of Report (Date of Earliest Event Reported): July 20, 2005


                            Zhone Technologies, Inc.
             (Exact Name of Registrant as Specified in its Charter)



        Delaware                         000-32743               22-3509099
(State or Other Jurisdiction of    (Commission File Number)    (IRS Employer
        Incorporation)                                       Identification No.)


                     7001 Oakport Street
                     Oakland, California                        94621
          (Address of Principal Executive Offices)            (Zip Code)


                                 (510) 777-7000
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)


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:

[ ] 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.

On July 20, 2005, Zhone Technologies, Inc. issued a press release announcing its
second  quarter 2005 results.  The  information  furnished in this Item 2.02 and
Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section
18 of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), 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.


Item 9.01.  Financial Statements and Exhibits.

         (c)      Exhibits

                  The following exhibit is filed herewith:


        Exhibit Number       Description
        ---------------      ---------------------------------------------------
        99.1                 Press Release dated July 20, 2005 issued by Zhone
                             Technologies, Inc.





                                   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 hereunto duly authorized.


                                        Zhone Technologies, Inc.

Date:  July 20, 2005
                                        By: /s/ Morteza Ejabat
                                            ------------------------------------
                                            Morteza Ejabat
                                            Chief Executive Officer