8-A12G/A

AMENDMENT NO. 1 TO

FORM 8-A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934

Brocade Communications Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware	77-0409517
(State of incorporation or organization)	(I.R.S. Employer Identification No.)

1745 Technology Drive
San Jose, California 95110

(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Preferred Stock Purchase Rights	Nasdaq Global Select Market

     If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(c), check the following box. þ

     If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

     Securities Act registration statement file number to which this form relates: Not applicable.

     Securities to be registered pursuant to Section 12(g) of the Act: None

TABLE OF CONTENTS

	Item 1. Description of Registrant’s Securities to Be Registered.
	Item 2. Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 4.3

     The undersigned registrant hereby amends the following items, exhibits and portions of its Registration Statement on Form 8-A filed February 11, 2002 (the “Form 8-A”), for its Rights to Purchase Series A Participating Preferred Stock of the registrant, as set forth in the Form 8-A and the exhibits thereto.

Item 1. Description of Registrant’s Securities to Be Registered.

     Item 1 of the Form 8-A is herby amended to add the following paragraph as the last paragraph of Item 1:

     “On January 23, 2007, the Company entered into Amendment No. 2 (the “Amendment”) to its Preferred Stock Rights Agreement, dated as of February 11, 2002, as amended (the “Rights Agreement”), between the Company and Wells Fargo Bank, N.A., as rights agent. The Amendment provides that the Rights (as defined in the Rights Agreement) will expire at the close of business on January 23, 2007. The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.3 hereto and is incorporated by reference herein.”

Item 2. Exhibits

Exhibit	Exhibit
No.
4.1*	Preferred Stock Rights Agreement dated February 11, 2002 between Brocade Communications Systems, Inc. and Wells Fargo Bank, MN N.A., including the Certificate of Designation, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C, respectively
4.2*	Amendment No. 1 to Preferred Stock Rights Agreement dated August 7, 2006 between Brocade Communications Systems, Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 99.3 of Brocade’s Current Report on Form 8-K filed on August 8, 2006)
4.3	Amendment No. 2 to Preferred Stock Rights Agreement dated January 23, 2007 between Brocade Communications Systems, Inc. and Wells Fargo Bank, N.A.

*Previously filed

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 23, 2007	BROCADE COMMUNICATIONS SYSTEMS, INC.
	By /s/ Richard Deranleau
	Richard Deranleau
	Chief Financial Officer and Vice President, Finance

EXHIBIT INDEX

Exhibit	Exhibit
No.
4.1*	Preferred Stock Rights Agreement dated February 11, 2002 between Brocade Communications Systems, Inc. and Wells Fargo Bank, MN N.A., including the Certificate of Designation, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C, respectively
4.2*	Amendment No. 1 to Preferred Stock Rights Agreement dated August 7, 2006 between Brocade Communications Systems, Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 99.3 of Brocade’s Current Report on Form 8-K filed on August 8, 2006)
4.3	Amendment No. 2 to Preferred Stock Rights Agreement dated January 23, 2007 between Brocade Communications Systems, Inc. and Wells Fargo Bank, N.A.

*Previously filed

EX-4.3

Exhibit 4.3

AMENDMENT NO. 2 TO PREFERRED STOCK RIGHTS AGREEMENT

     This Amendment No. 2 to the Preferred Stock Rights Agreement, dated as of January 23, 2007 (this “Amendment”), amends that certain Preferred Stock Rights Agreement, dated as of February 7, 2002, as amended (the “Rights Agreement”), between Brocade Communications Systems, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as rights agent (the “Rights Agent”). Except as otherwise expressly provided herein, or unless the context otherwise requires, all terms used herein have the meanings assigned to them in the Rights Agreement.

     WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the occurrence of a Distribution Date, the Company may, and the Rights Agent shall, if so directed by the Company, supplement or amend the Rights Agreement;

     WHEREAS, as of the date hereof, a Distribution Date has not yet occurred;

     WHEREAS, the Company has determined that it is in the best interest of the Company and its stockholders to amend the Rights Agreement as set forth herein; and

     WHEREAS, all acts necessary to make this Amendment a valid agreement, enforceable according to its terms, have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized.

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and intending to be legally bound, the parties hereto agree as follows:

     1.      Amendment of Section 1(r). Section 1(r) of the Rights Agreement is hereby amended and restated in its entirety to read as follows:

     “‘Final Expiration Date’ shall mean January 23, 2007.”

     2.      Amendment of Section 7. Section 7 of the Rights Agreement is hereby amended and supplemented by adding the following provision immediately following clause (e) thereof:

     “(f)      The Rights shall expire on the Expiration Date, and upon such expiration, all rights pertaining thereto shall be extinguished.”

     3.      Amendment of Exhibits. The Exhibits to the Rights Agreement shall be restated to reflect this Amendment, including all conforming changes.

     4.      Effectiveness. This Amendment shall be deemed effective as of the date first written above, as if executed on such date.

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     5.      Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

     6.      Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated.

     7.      Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

[Signature page follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to the Preferred Stock Rights Agreement to be duly executed as of the date first written above.

BROCADE COMMUNICATIONS SYSTEMS, INC.
By:	/s/ Richard Deranleau
	Name:	Richard Deranleau
	Title:	Chief Financial Officer and Vice President, Finance
WELLS FARGO BANK, N.A.
By:	/s/ Patti A. Boyd
	Name:	Patti A. Boyd
	Title:	Officer

SIGNATURE PAGE TO AMENDMENT NO. 2
TO PREFERRED STOCK RIGHTS AGREEMENT