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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FERRI PAUL J
(Last) (First) (Middle)
C/O SONUS NETWORKS, INC.
250 APOLLO DRIVE
(Street)
CHELMSFORD MA 01824
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SONUS NETWORKS INC [ SONS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2004
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-qualified Stock Option (right to buy) $5.52 12/29/2004 A 10,000 12/29/2005(1) 12/29/2014 Common Stock 10,000 $0 10,000 D
Explanation of Responses:
1. The option vests as to 25% of the shares on 12/29/05 and then, as to the remaining 75% of the shares, in equal monthly increments for the following thirty-six months.
Remarks:
EXHIBIT LIST: EXHIBIT 24 - Power of Attorney
Charles J. Gray as attorney-in-fact for Paul J. Ferri 01/03/2005
** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      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 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 12th day of June, 2003.


By:  /s/ Paul J. Ferri

Name:  Paul J. Ferri

Title: Director