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* KKR 1996 GP LLC (Last) (First) (Middle) 9 West 57th Street (Street) New York NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/13/2003	3. Issuer Name and Ticker or Trading Symbol ZHONE TECHNOLOGIES INC [ ZHNE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See footnote (1) below.	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
Common Stock	8,959,375	I	See below.(1)

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

1. Name and Address of Reporting Person* KKR 1996 GP LLC (Last) (First) (Middle) 9 West 57th Street (Street) New York NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnote (1) below.

1. Name and Address of Reporting Person* KKR ASSOCIATES 1996 L P (Last) (First) (Middle) 9 West 57th Street (Street) New York 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnote (1) below.

1. Name and Address of Reporting Person* KKR 1996 FUND L P (Last) (First) (Middle) 9 West 57th Street (Street) New York 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnote (1) below.

1. Name and Address of Reporting Person* FISHER TODD A (Last) (First) (Middle) 9 West 57th Street (Street) New York 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnote (1) below.

1. Name and Address of Reporting Person* GILHULY EDWARD A (Last) (First) (Middle) 9 West 57th Street (Street) New York 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnote (1) below.

1. Name and Address of Reporting Person* GOLKIN PERRY (Last) (First) (Middle) 9 West 57th Street (Street) New York 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnote (1) below.

1. Name and Address of Reporting Person* ROBERTS GEORGE R (Last) (First) (Middle) 9 West 57th Street (Street) New York 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnote (1) below.

1. Name and Address of Reporting Person* HUTH JOHANNES P (Last) (First) (Middle) 9 West 57th Street (Street) New York 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnote (1) below.

1. Name and Address of Reporting Person* MICHELSON MICHAEL W (Last) (First) (Middle) 9 West 57th Street (Street) New York 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnote (1) below.

1. Name and Address of Reporting Person* KKR ZT LLC (Last) (First) (Middle) C/O KKR 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnote (1) below.

Explanation of Responses:

1. See the attached Joint Filer information.

	Richard J. Kreider, Attorney-In-Fact for the Reporting Persons	11/24/2003
	** 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).
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