Exhibit (a)(1)(b)


FROM:     Greg Reyes
SUBJECT:  Stock Option Exchange Program
DATE:     December 9, 2002

Brocadians -

Today, I am happy to announce that we are offering you the opportunity to
participate in an employee Stock Option Exchange Program. Stock options are a
valuable motivation and retention tool and, as such, help to align employee and
stockholder interests. Many of the currently outstanding stock options held by
our employees are "underwater", which means that the per share exercise prices
of the stock options are greater than the current market price of our common
stock. As a result, the Board of Directors has approved a Stock Option Exchange
Program, which is structured to help assure that employees are appropriately
incented to continue to grow our business and meet our objectives.

The Stock Option Exchange Program will allow you to exchange certain underwater
stock options for new stock options. These new stock options will be granted on
the first business day that is six months and one day after the exchanged stock
options are cancelled. The price of these new options will be equal to the
closing price of our common stock on the new option grant date.

Below is a summary of some aspects of the Stock Option Exchange Program.

      Eligible Options: All outstanding options with exercise prices equal to or
      greater than $12.00 per share are eligible for exchange. If you
      participate in this offer, you must exchange (i) all of your outstanding
      options with exercise prices equal to or greater than $12.00 per share and
      (ii) all options granted on or after June 8, 2002, regardless of exercise
      price.

      Exchange Ratio: The number of new stock options you will be granted will
      be determined according to the grant date of the exchanged stock options
      they will be replacing.

      -     Exchanged options granted on or before March 15, 2000 will be
            replaced with new options at an exchange ratio of one (1) new option
            for every three (3) exchanged options.

      -     Exchanged options granted after March 15, 2000 and before April 17,
            2001, and options granted on April 17, 2001 as part of our
            Supplemental Stock Program ("Supplemental Options"), will be
            replaced with new options at an exchange ratio of one (1) new option
            for every two (2) exchanged options.

      -     Exchanged options granted after April 17, 2001, and options granted
            on April 17, 2001 other than Supplemental Options, will be replaced
            with new options at an exchange ratio of one (1) new option for
            every one (1) exchanged option.

      -     If I elect to exchange any options, each exchanged option will be
            replaced with a new option at an exchange ratio of one (1) new
            option for every ten (10) exchanged options.


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      Vesting: The new options will be subject to the same vesting schedule as
      the exchanged options, subject to your continued employment on each
      relevant vesting date.

      Exercise Price of the New Options: The exercise price of the new options
      will be the fair market value on the date of grant, which will generally
      be equal to the closing price of Brocade common stock on the Nasdaq
      National Market on the new option grant date. However, the exercise price
      of the new options granted to Brocade's officers will not be less than
      110% of the average closing price of our common stock during the offer
      period. Since the new option grant date is in the future, we cannot
      predict the exercise price of the new options.

SEC regulations require that we have an offer period that gives you at least 20
business days to decide whether to participate in the Stock Option Exchange
Program. At the end of the 20 business days, we will close the offer period and
the exchanged options that are accepted for inclusion in the Stock Option
Exchange Program will be cancelled. Accounting regulations require us to wait a
minimum of six months and one day from the cancellation date before we grant the
new options. We expect the offer period to close on January 8, 2003 and the
exchanged options to be cancelled on January 9, 2003. Accordingly, we expect to
grant new options on July 10, 2003. Please note that the dates may change if we
choose to extend the offer period. You must be an employee of Brocade
continuously until the date we grant the new options in order to receive new
options.

Each new option granted under the Stock Option Exchange Program generally may
not be exercised until six months following the date of grant of these new
options. This six-month period will expire early in certain cases if your
employment with Brocade terminates. If the offer is not extended, this six-month
period will expire on January 10, 2004.

The Stock Option Exchange Program is being made under the terms and subject to
the conditions of an Offer to Exchange and the related Election Form and
Withdrawal Form, which are available on our intranet site at
http://emp.brocade.com/ and in the SEC filing which can be accessed on the SEC's
web site at www.sec.gov. You should carefully read all of these documents before
you decide whether to participate in the offer.

We have attempted to anticipate many of the questions you may have regarding the
terms of the Stock Option Exchange Program and have included some frequently
asked questions as part of the Offer to Exchange, which you may view or download
from the two web sites identified above. We are also making available on our
intranet site a "calculator" that you can use to run various "what if" scenarios
to see how the Stock Option Exchange Program may affect you. We will distribute
to you a summary of your outstanding stock options by internal mail.

Participation is completely voluntary. Participating in the offer involves risks
that are discussed in the Offer to Exchange. We recommend that you speak with
your personal financial, legal and/or tax advisors to weigh the benefits and
risks involved in participating in the Stock Option Exchange Program. If you
choose not to participate, you will retain your current options under their
current terms and conditions.

To participate in the Stock Option Exchange Program, you must properly complete
and sign the Election Form and return it to Elizabeth Moore before the offer
expires at 5:00 p.m., Pacific time, on


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January 8, 2003 by facsimile at 408.333.5900 or by hand at office SJ6-2D12. If
Elizabeth Moore has not received your properly completed and signed Election
Form before the offer expires, you will have rejected this offer and you will
keep your current options. These forms are included in the Offer to Exchange,
which is available on our intranet site listed above or outside Elizabeth
Moore's office.

Please carefully read all of the offer documents. This letter is an introduction
to the offer, but does not detail all the terms and conditions that apply.
Please direct any questions you may have to stockex@brocade.com.

NOTE: The 2003 Human Resources Kickoff Meetings scheduled during the weeks of
December 9th and 16th will address the Stock Option Exchange Program. Please
plan to attend one of these informative sessions.


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