SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
RICHSTONE ELLEN B

(Last) (First) (Middle)
C/O SONUS NETWORKS, INC.
250 APOLLO DRIVE

(Street)
CHELMSFORD MA 01824

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/10/2005
3. Issuer Name and Ticker or Trading Symbol
SONUS NETWORKS INC [ SONS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities beneficially owned. 0 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
Exhibit List Exhibit 24 Power of Attorney
Charles J. Gray as attorney-in-fact for Ellen B. Richstone 01/10/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                                                      Exhibit 24

                          Section 16 Power of Attorney


Know by all these presents, that the person whose signature appears below hereby
constitutes and appoints each of Charles J. Gray, Vice President and General
Counsel of Sonus Networks, Inc. (the "Company") and William Perkins of Bingham
McCutchen LLP with full power of substitution, the undersigned's true and lawful
attorneys-in-fact to:

         1.       Execute for and on behalf of the undersigned, in the
                  undersigned's capacity as an officer, director and/or 10%
                  shareholder of the Company, Forms 3, 4 and 5 in accordance
                  with Section 16(a) of the Securities Exchange Act of 1934 and
                  rules thereunder;

         2.       Do and perform any and all acts for and on behalf of the
                  undersigned which may be necessary or desirable to complete
                  and execute any such Form 3, 4 or 5 and timely file such form
                  with the United States Securities and Exchange Commission and
                  any stock exchange or similar authority; and

         3.       Take any other action of any type whatsoever in connection
                  with the foregoing which, in the opinion of such
                  attorney-in-fact, may be of benefit to, in the best interests
                  of, or legally required by the undersigned, it being
                  understood that the documents executed by such
                  attorneys-in-fact on behalf of the undersigned pursuant to
                  this Power of Attorney shall be in such form and shall contain
                  such terms and conditions as such attorneys-in-fact may
                  approve in such attorneys-in-fact's reasonable discretion.

The undersigned hereby grants to the attorneys-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intends and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorneys-in-fact shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that neither the attorneys-in-fact
nor the Company are assuming any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company
or until such attorneys-in-fact are no longer employed by Company, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
signed this 10th day of January, 2005.


By: /s/ Ellen B. Richstone
   -----------------------------------------

Name:  Ellen B. Richstone

Title: Chief Financial Officer