8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 31, 2007

BROCADE COMMUNICATIONS SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 000-25601
(Commission File Number) 77-0409517
(I.R.S. Employer
Identification Number)

1745 Technology Drive
San Jose, CA 95110

(Address, including zip code, of principal executive offices)

(408) 333-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01. Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT 99.1

Item 8.01. Other Events.

On May 31, 2007, Brocade Communications Systems, Inc. issued a press release announcing the final settlement with the Securities and Exchange Commission (the “SEC”) regarding the previously-disclosed SEC investigation of the Company’s historical stock option granting practices. A copy of the press release is attached as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press release, dated May 31, 2007, announcing the final settlement with the Securities and Exchange Commission.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BROCADE COMMUNICATIONS SYSTEMS, INC.
Dated: May 31, 2007	By:	/s/ Tyler Wall
		Tyler Wall
		Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

BROCADE CONTACTS
Media Relations	Investor Relations	Ogilvy PR
Leslie Davis	Shirley Stacy	Paul Sherer
Tel: 408.333.5260	Tel: 408.333.5752	Tel: 415.677.2715
lmdavis@brocade.com	sstacy@brocade.com	paul.sherer@ogilvypr.com

BROCADE ANNOUNCES FINAL SETTLEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION

SAN JOSE, Calif. — May 31, 2007, Brocade^® (Nasdaq: BRCD), the leader in networked storage solutions that help enterprises connect and manage their information, today announced that the Commissioners of the Securities and Exchange Commission (SEC) have authorized the final settlement between the Company and the SEC regarding the previously-disclosed SEC investigation of the Company’s historical stock option granting practices. Without admitting or denying the allegations in the SEC’s complaint, the Company has agreed to pay a civil penalty of $7 million. Last year, in the first quarter of fiscal 2006, the Company recorded a reserve of $7 million and deposited funds in an escrow account set up specifically for that purpose.

“We are pleased the SEC has accepted Brocade’s offer of settlement and now have the investigation and matter concluded,” stated Tyler Wall, Vice President and General Counsel for Brocade.

This settlement concludes the SEC’s investigation of this matter with respect to the Company. In addition, the Company does not expect or anticipate any action by the Department of Justice with respect to the Company.

Forward Looking Statements
This press release contains a forward-looking statement regarding the fact that the Company does not expect or anticipate any action by the Department of Justice with respect to the Company. This statement is a prediction based on information available to the Company at this time and includes the risk that circumstances may change with respect to the Department of Justice. The Company does not assume any obligation to update or revise this forward-looking statement, whether as the result of new developments or otherwise.

Brocade
1745 Technology Dr., San Jose, CA 95110
T. 408.333.8000 F. 408.333.8101
www.brocade.com

About Brocade
Brocade is the leading provider of networked storage solutions that help organizations connect, share, and manage their information. Organizations that use Brocade products and services are better able to optimize their IT infrastructures and ensure compliant data management. For more information, visit the Brocade Web site at www.brocade.com or contact the company at info@brocade.com.

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Brocade, the Brocade B-wing logo, Fabric OS, File Lifecycle Manager, MyView, Secure Fabric OS, SilkWorm, and StorageX are registered trademarks and the Brocade B-weave symbol and Tapestry are trademarks of Brocade Communications Systems, Inc., in the United States and/or in other countries. FICON is a registered trademark of IBM Corporation in the U.S. and other countries. All other brands, products, or service names are or may be trademarks or service marks of, and are used to identify, products or services of their respective owners.