WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

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

                               SEPTEMBER 26, 2001

                Date of Report (Date of earliest event reported)


                              SONUS NETWORKS, INC.

             (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                      000-30229               04-3387074
          --------                      ---------               ----------
(State or Other Jurisdiction    (Commission File Number)       (IRS Employer
     of Incorporation)                                      Identification No.)


               (Address of Principal Executive Offices) (Zip Code)

                                 (978) 692-8999

              (Registrant's telephone number, including area code)



         A copy of Sonus' press release, dated September 26, 2001, which
provides an update on Sonus' business and financial outlook for the third and
fourth quarters of fiscal 2001, is attached as Exhibit 99.1 hereto and
incorporated by reference herein.

         The press release filed as an exhibit to this report includes "safe
harbor" language pursuant to the Private Securities Litigation Reform Act of
1995, as amended, indicating that certain statements about Sonus' business
contained in the press release are "forward-looking" rather than "historic." The
press release also states that these and other risks relating to Sonus' business
are set forth in the documents filed by Sonus with the Securities and Exchange



99.1     Press release of September 26, 2001 updating business and financial 
outlook for 3(rd) and 4(th) quarters of fiscal 2001.



         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: October 9, 2001     SONUS NETWORKS, INC.

                             By: /s/ Stephen J. Nill
                                 Stephen J. Nill
                                 Chief Financial Officer, Vice President of
                                 Finance and Administration and Treasurer
                                 (Principal Financial and Accounting Officer)


                                                                    EXHIBIT 99.1


WESTFORD, MASS., SEPTEMBER 26, 2001 - Sonus Networks (Nasdaq: SONS), a leading
provider of voice infrastructure solutions for the new public network, today
provided an update on its business and financial outlook for the third and
fourth quarters of fiscal year 2001.

As a result of the recent deterioration of the telecommunications market, Sonus
now expects revenues to be approximately $40 million for the third quarter,
which will end on September 30, 2001. This forecasted result represents an
increase of more than 150% over the same period last year. Based on these
revenues, the Company expects to report an adjusted net loss of approximately
$0.05 to $0.07 per diluted share for the quarter, excluding restructuring and
non-recurring charges, amortization of goodwill and purchased intangibles,
stock-based compensation and an in-process research and development charge.

The Company now expects to achieve full-year 2001 revenues of approximately $170
to $180 million, more than three times the $52.6 million reported for fiscal
year 2000. Adjusted net loss for fiscal 2001 is expected to be in the range of
$0.08 to $0.10 per diluted share, excluding restructuring
 and non-recurring
charges, amortization of goodwill and purchased intangibles, stock-based
compensation and in-process research and development charges.

In light of the current market conditions, Sonus Networks is aligning its cost
structure with its revised business outlook, taking a restructuring and one-time
charge of up to $31 million. These reductions will not compromise Sonus'
continued product innovation or market focus. The Company also expects to record
additional non-cash charges of up to $435 million in the third quarter as it
accelerates the write-downs and write-offs of goodwill and other intangibles and
deferred charges.

"The transformation of the world's telecommunications network is well under way
and presents a major and long-lived opportunity for Sonus," said Hassan Ahmed,
president and CEO, Sonus Networks. "While carriers have recently slowed their
spending as they reassess their business outlook, Sonus offers a powerful value
proposition. We continue to lead the market with innovative technologies, a
marquee customer base and strong competitive position, and we maintain our focus
on broadening our leadership. Our view of the long-term opportunity has not


Sonus Networks will host a webcast conference call today, September 26, 2001,
beginning at 4:15 p.m. Eastern / 1:15 p.m. Pacific time. Interested parties can
access a live web cast of the call through the Sonus Networks website at
www.sonusnet.com, Corporate, Investor Relations. Please access the website at
least 10 minutes prior to the start of the call to download and install any
necessary audio software. An archived audio of the call will be available for
approximately two weeks after the call through Sonus Networks' website at


Sonus Networks, Inc. is a leading provider of voice infrastructure products for
the new public network. Sonus' solutions enable service providers to deploy an
integrated network capable of carrying both voice

and data traffic, and to deliver a range of innovative, new services. The Sonus
Open Services Architecture (OSA) and award-winning Packet Telephony suite cut
the time-to-market for competitive new service products, allowing carriers and
third-party developers to expand marketshare and build important new revenue
streams. Its highly scalable products fully interoperate with and extend the
life and utility of today's public network. Sonus embodies in its management and
staff decades of experience in developing carrier-class voice, data and
multimedia solutions for implementation in the world's largest networks. Sonus,
founded in 1997, is headquartered in Westford, Massachusetts. Additional
information on Sonus is available at http://www.sonusnet.com.

This release may contain projections or other forward-looking statements
regarding future events or the future financial performance of Sonus that
involve risks and uncertainties. Readers are cautioned that these
forward-looking statements are only predictions and may differ materially from
actual future events or results. Readers are referred to Sonus' Quarterly Report
on Form 10-Q, dated August 13, 2001, filed with the SEC, which identifies
important risk factors that could cause actual results to differ from those
contained in the forward-looking statements. These risk factors include, among
others, the Company's ability to grow its customer base, dependence on new
product offerings, market acceptance of its products, rapid technological and
market change, integration risks relating to the acquisition of telecom
technologies and manufacturing and sourcing risks.