Exhibit 99.1

                   Zhone Technologies Reports Third
  Quarter 2005 Financial Results Demonstrating Continued Revenue and
                            Market Growth

    OAKLAND, Calif.--(BUSINESS WIRE)--Oct. 27, 2005--Zhone
Technologies, Inc. (Nasdaq:ZHNE), the first company dedicated to
building total-delivery solutions for voice, data and video worldwide,
today reported its results for the third quarter ended September 30,
2005.
    Revenue for the third quarter of 2005 was $40.6 million, compared
with $27.0 million for the third quarter of 2004. Net loss for the
third quarter of 2005, calculated in accordance with Generally
Accepted Accounting Principles ("GAAP"), was $11.3 million (including
acquisition-related charges and purchased in-process research and
development of $4.3 million) compared with a net loss of $11.0 million
(including purchased in-process research and development of $2.4
million) for the third quarter of 2004. Pro forma earnings before
interest, taxes, depreciation and amortization (EBITDA) was $27,000
for the third quarter of 2005, compared to a pro forma EBITDA loss of
$4.1 million for the third quarter of 2004. These third quarter 2005
financial results include one month of revenue contribution from
Paradyne, since the Paradyne acquisition was completed on September 1,
2005. A reconciliation between net loss calculated on a GAAP basis and
pro forma EBITDA on a non-GAAP basis is provided in a table
immediately following the Unaudited Condensed Consolidated Statements
of Operations.
    During the third quarter of 2005, Zhone won significant new
business for its SLMS products and Optical Transport products,
including 19 new customer accounts, as well as previous legacy
customers that have commenced the deployment of Zhone's SLMS and
Optical Transport products. In addition to strong U.S. sales, business
from new first-time customers continued to be realized in all of
Zhone's international sales regions.
    DSL port shipments for the combined product set increased to over
250,000 during the quarter, keeping Zhone as the #1 market share
leader for the Broadband Loop Carrier market according to industry
analyst firm Broadband Trends. BLCs are the fastest growing segment of
the DSLAM market and are defined as access platforms that support
voice, data and video services with IP uplinks.
    "This was an exceptional quarter for Zhone with excellent growth
in our flagship SLMS product line where revenues more than doubled
from the same quarter of last year," said Mory Ejabat, Chairman and
Chief Executive Officer of Zhone. "The integration of Paradyne is
proceeding as planned and we continue to expect significant cost
synergies and new market opportunities from the acquisition."
    Zhone will hold a conference call today, October 27, 2005, at
approximately 5:00 p.m. Eastern Time to review its third quarter
results. The call is open to the public by dialing 800-510-9661 for
U.S. callers and 617-614-3452 for international callers and entering
the passcode 29345805.
    Zhone has also scheduled this event to be broadcast live via
webcast. To access this webcast please go to the Investor Relations
section of the Zhone website at www.zhone.com/about/investors/. A
replay of the webcast will be available on the website for at least 30
days. Additional investor information can be accessed at www.zhone.com
or by calling Zhone's Investor Relations Department at 510-777-7013.

    Non-GAAP Financial Measures

    To supplement Zhone's consolidated financial statements presented
in accordance with GAAP, we use pro forma EBITDA, an additional
non-GAAP measure we believe is appropriate to enhance an overall
understanding of our past financial performance and also our prospects
for the future. These adjustments to GAAP results are made with the
intent of providing greater transparency to supplemental information
used by management in its financial and operational decision-making.
These non-GAAP results are among the primary indicators that
management uses as a basis for making operating decisions because they
provide meaningful supplemental information regarding the company's
operational performance, including the company's ability to provide
cash flows to invest in research and development, and fund
acquisitions and capital expenditures. In addition, these non-GAAP
financial measures facilitate management's internal comparisons to the
company's historical operating results and comparisons to competitors'
operating results. The presentation of this additional information is
not meant to be considered in isolation or as a substitute for
measures of financial performance prepared in accordance with GAAP.

    Forward-looking statements

    This press release contains "forward-looking statements" that are
entitled to the protection of the safe harbors contained in Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Specifically, the amount and timing of synergies
and opportunities that may be achieved in connection with the
acquisition and integration of Paradyne, statements regarding our
future financial performance and the anticipated growth and trends in
our business or key markets, including growth in the BLC market, are
all forward-looking statements. Readers are cautioned that actual
results could differ materially from those expressed in or
contemplated by the forward-looking statements. Factors that could
cause actual results to differ include, but are not limited to, the
possibility that the intended benefits of the Paradyne acquisition may
not be fully realized, the acceptance of new telecommunications
services based on DSL technology, our ability to generate sufficient
revenue to achieve or sustain profitability, the economic slowdown in
the telecommunications industry that has restricted the ability of our
customers to purchase our products, the pace of spending in the
telecommunications industry, commercial acceptance of our SLMS
products, intense competition in the communications equipment market
from large equipment companies as well as private companies that
address the same networks needs as our products, and higher than
anticipated expenses that we may incur. In addition, please refer to
the risk factors contained in Zhone's SEC filings available at
www.sec.gov, including without limitation, Zhone's annual report on
Form 10-K for the year ended December 31, 2004 and Zhone's quarterly
reports on Form 10-Q for the quarters ended March 31, 2005 and June
30, 2005. Readers are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of the date on which
they are made. Zhone undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.

    About Zhone Technologies, Inc. (Zhone)

    Zhone (Nasdaq:ZHNE) designs and manufactures network equipment for
network operators worldwide. Zhone's products allow network operators
to deliver a rich array of voice, data, video, and entertainment
services over their existing networks while simultaneously retooling
for converged packet based voice (VoIP) and video (IPTV) over copper
or fiber access lines.
    Zhone's advanced networking solutions include the Single Line
Multi-Service architecture (SLMS(TM)), Multi-Access Line Concentrator
(MALC(TM)), Raptor(TM) and GranDSLAM(TM) ATM/IP DSLAMs, ReachDSL(TM)
Technology, FiberSLAM(TM) Optical Line Terminal, Zhone Residential
Gateways (ZRG(TM)), GigaMux(TM) Optical Transport Systems and Zhone
Management System (ZMS(TM)). With over one million subscriber
interfaces shipped and deployments at over 300 carriers including
among some of the world's largest networks, Zhone has enabled network
operators to reinvent their businesses. For more information, please
visit www.zhone.com.

    Zhone, the Zhone logo, and all Zhone product names are trademarks
of Zhone Technologies, Inc. Other brand and product names are
trademarks of their respective holders. Specifications, products,
and/or product names are all subject to change without notice.
Copyright (C) 2005 Zhone Technologies, Inc. All rights reserved.



                       ZHONE TECHNOLOGIES, INC.
       Unaudited Condensed Consolidated Statements of Operations
                 (In thousands, except per share data)

                               Three Months Ended   Nine Months Ended
                               ------------------- -------------------
                               September September September September
                                30, 2005  30, 2004  30, 2005  30, 2004
                               --------- --------- --------- ---------

Net revenue                     $40,615   $27,006   $98,623   $69,066
Cost of revenue                  23,824    15,603    57,012    39,332
Stock-based compensation             22        33        74       181
                               --------- --------- --------- ---------
Gross Profit                     16,769    11,370    41,537    29,553
                               --------- --------- --------- ---------
Operating expenses:
  Research and product
   development                    7,361     5,705    18,817    17,306
  Sales and marketing             7,387     6,825    20,235    16,670
  General and administrative      5,450     3,429     8,324     8,849
  Purchased in-process
   research and development       1,190     2,446     1,190     8,631
  Stock-based compensation        2,723       338     2,978     1,265
  Amortization and impairment
   of intangible assets           3,214     2,862     7,728     7,270
                               --------- --------- --------- ---------
     Total operating expenses    27,325    21,605    59,272    59,991
                               --------- --------- --------- ---------

     Operating loss             (10,556)  (10,235)  (17,735)  (30,438)
Other expense, net                 (618)     (798)   (1,872)   (1,222)
                               --------- --------- --------- ---------
     Loss before income taxes   (11,174)  (11,033)  (19,607)  (31,660)
Income tax provision (benefit)       80       (26)      133       143
                               --------- --------- --------- ---------
     Net loss                  ($11,254) ($11,007)  (19,740) ($31,803)
                               ========= ========= ========= =========

Basic and diluted net loss per
 share                           ($0.10)   ($0.12)   ($0.20)   ($0.38)
Weighted average shares
 outstanding used to compute
 basic and diluted net loss
 per share                      112,099    93,767   100,198    82,998

Reconciliation between GAAP
 net loss and non-GAAP pro
 forma EBITDA as follows:

GAAP net loss                  ($11,254) ($11,007) ($19,740) ($31,803)
Acquisition-related charges       3,101         -     3,101         -
Purchased in-process research
 and development                  1,190     2,446     1,190     8,631
Stock-based compensation          2,745       371     3,052     1,446
Interest expense, net               508       862     1,696     1,908
Income taxes                         80       (26)      133       143
Depreciation                        443       394     1,248       924
Amortization and impairment of
 intangible assets                3,214     2,862     7,728     7,270
                               --------- --------- --------- ---------
Non-GAAP pro forma EBITDA           $27   ($4,098)  ($1,592) ($11,481)
                               ========= ========= ========= =========

Revenue by product line:
     SLMS                       $18,145    $5,612   $37,090   $19,552
     Legacy and Service          17,261    17,183    44,440    45,303
     Optical Transport            5,209     4,211    17,093     4,211
                               --------- --------- --------- ---------
                                $40,615   $27,006   $98,623   $69,066
                               ========= ========= ========= =========

               ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Unaudited Condensed Consolidated Balance Sheets
                            (In thousands)

                                                 September  December
                                                  30, 2005   31, 2004
                                                 ---------- ----------
                     Assets
  Current assets:
       Cash, cash equivalents and short-term
        investments                                $80,903    $65,216
       Accounts receivable                          31,608     19,243
       Inventories                                  50,619     37,352
       Prepaid expenses and other current assets    16,107      3,949
                                                 ---------- ----------
           Total current assets                    179,237    125,760
                                                 ---------- ----------
  Property and equipment, net                       23,887     22,967
  Goodwill                                         238,156    157,232
  Other acquisition-related intangible assets       66,218     17,847
  Restricted cash                                      547        758
  Other assets                                         260        663
                                                 ---------- ----------
           Total assets                           $508,305   $325,227
                                                 ========== ==========

      Liabilities and Stockholders' Equity

  Current liabilities:
       Accounts payable                            $19,938    $14,155
       Line of credit                               14,500     14,500
       Current portion of long-term debt            32,596      1,378
       Accrued and other liabilities                32,711     23,938
                                                 ---------- ----------
           Total current liabilities                99,745     53,971
       Long-term debt, less current portion          8,867     39,935
       Other long-term liabilities                   1,532      1,537
                                                 ---------- ----------
           Total liabilities                       110,144     95,443
                                                 ---------- ----------
  Stockholders' equity:
       Common stock                                    147         94
       Additional paid-in capital                1,050,997    862,261
       Other stockholders' equity                   (1,840)    (1,168)
       Accumulated deficit                        (651,143)  (631,403)
                                                 ---------- ----------
           Total stockholders' equity              398,161    229,784
                                                 ---------- ----------
           Total liabilities and stockholders'
            equity                                $508,305   $325,227
                                                 ========== ==========



    CONTACT: Zhone Technologies, Inc.
             Jessica Mullens, 510-777-7020 (Media)
             Mobile: 510-520-4470
             jmullens@zhone.com
             Investor Relations: 510-777-7013
             Fax: 510-777-7001
             investor-relations@zhone.com