SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3

to

Schedule TO
(Rule 13e-4)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

BROCADE COMMUNICATIONS SYSTEMS, INC.
(Name of Subject Company (issuer) and Filing Person (Offeror)

Options to Purchase Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)

111824 108
(CUSIP Number of Class of Securities Underlying Common Stock)

Gregory L. Reyes
Chairman and Chief Executive Officer
Brocade Communications Systems, Inc.
1745 Technology Drive
San Jose, CA 95110
Tel: (408) 487-8000

(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)

Copies to:
Larry W. Sonsini
Katharine A. Martin
John E. Aguirre
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$38,095,180	$	3,505	(1)

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 67,328,023 shares of common stock of Brocade Communications Systems, Inc. having an aggregate value of $38,095,180 as of December 9, 2002 will be exchanged or cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $92 for each $1,000,000 of the value of the transaction.

(1) Previously paid.

o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		Amount Previously Paid:	Not applicable.
		Form or Registration No.:	Not applicable.
		Filing party:	Not applicable.
		Date filed:	Not applicable.
o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:
o	third party tender offer subject to Rule 14d-1.
x	issuer tender offer subject to Rule 13e-4.
o	going-private transaction subject to Rule 13e-3.
o	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

TABLE OF CONTENTS

	Item 12. Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT (A)(1)(J)
EXHIBIT (A)(1)(K)

     This Amendment No. 3 to the Tender Offer Statement on Schedule TO relates to an offer by Brocade Communications Systems, Inc. to exchange options to purchase an aggregate of 67,328,023 shares of Brocade’s common stock held by eligible employees. This Amendment No. 3 is being filed solely to file additional exhibits.

Item 12. Exhibits.

Item 12 is hereby amended to add the following exhibits:

Exhibit
Number	Description
(a)(1)(j)	Letter from Gregory L. Reyes, dated December 20, 2002.
(a)(1)(k)	Form of Employee Communication.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to Schedule TO is true, complete and correct.

Brocade Communications Systems, Inc.

/s/ Ronald Epstein Ronald Epstein
Vice President and General Counsel

Date: December 20, 2002

-4-

INDEX TO EXHIBITS

Exhibit
Number	Description
(a)(1)(j)	Letter from Gregory L. Reyes, dated December 20, 2002.
(a)(1)(k)	Form of Employee Communication.

EX-99.(A)(1)(J)

                                                               Exhibit (a)(1)(j)

From:      Greg Reyes
Subject:   Stock Option Exchange Program
Date:      December 20, 2002

Brocadians -

As I announced on December 9, 2002, we are offering you the opportunity to
participate in an employee Stock Option Exchange Program. This voluntary Stock
Option Exchange Program offers you the opportunity 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.

Many of you have already made your decision and have completed and turned in
your forms. For those who have yet to decide, I wanted to remind you that to
participate in the Stock Option Exchange Program you must complete and sign the
Election Form and return it to Elizabeth Moore before the offer expires at 5:00
P.M., PACIFIC TIME, ON JANUARY 8, 2003 VIA FACSIMILE AT 408.333.5900 OR BY HAND
DELIVERY TO CONCOURSE 6 2D-12. If Elizabeth Moore has not received your Election
Form before the offer expires, you will have rejected this offer and you will
keep your current options. These forms are available on the Brocade Intranet
(http://emp.brocade.com/) or outside Elizabeth Moore's office (Con 6 2D-12).

Please take the time to carefully read the offer documents. If you have any
questions about the Stock Option Exchange Program, please send them to
stockex@brocade.com.

Regards,


Greg

                                      -1-

EX-99.(A)(1)(K)

                     EMPLOYEE STOCK OPTION EXCHANGE PROGRAM


                                                                Exhibit(a)(1)(k)

                       REMEMBER TO ACT BEFORE THE DEADLINE

DEADLINE: Tuesday, January 8, 2003 5:00 pm Pacific Time to Stock Administration,
Con 6-2

PROGRAM DETAILS:

Brocade Intranet - http://emp.brocade.com/

                                            [GRAPHIC CONTAINING "X" DAYS TO ACT]

QUESTIONS:

1.  E-mail stockex@brocade.com

2.  Wednesday, January 8th from noon to 1:00 pm - Representatives from
    Finance, Stock Administration, Legal and HR will be available in the
    Con 6 Breakroom to answer questions about the program.