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): October 27, 2005


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



          Delaware                      000-32743               22-3509099
(State or Other Jurisdiction           (Commission             (IRS Employer
      of Incorporation)                File Number)          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 October 27, 2005, Zhone Technologies, Inc. issued a press release announcing
its third 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 October 27, 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:  October 27, 2005
                                           By: /s/ Morteza Ejabat
                                               ---------------------------------
                                               Morteza Ejabat
                                               Chief Executive Officer