POS AM

As filed with the Securities and Exchange Commission on August 31, 2007

Registration No. 333-75758

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

to

FORM S-3

ON

FORM S-1

REGISTRATION STATEMENT
Under
The Securities Act of 1933

JUNIPER NETWORKS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	3661	77-0422528
(State or other jurisdiction of	(Primary Standard Industrial	(IRS Employer
incorporation or organization)	Classification Code Number)	Identification Number)

1194 North Mathilda Avenue
Sunnyvale, California 94089
(408) 745-2000

(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)

Mitchell Gaynor, Esq.
Vice President and General Counsel
Juniper Networks, Inc.
1194 North Mathilda Avenue
Sunnyvale, California 94089
(408) 745-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Katharine A. Martin, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

TABLE OF CONTENTS

	Item 16. Exhibits and Financial Statement Schedules
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 24.1

DEREGISTRATION OF SECURITIES

     On December 21, 2001, Juniper Networks, Inc. (the “Company”) filed its Registration Statement on Form S-3 (File No. 333-75758) covering 4,611,705 shares of the Company’s Common Stock held by certain stockholders of the Company. On January 8, 2002, the Company filed Amendment No 1. to its Registration Statement on Form S-3, covering 7,244,278 shares. On January 31, 2002, the Commission declared the Registration Statement effective.

     The Registration Statement was filed in order to register the shares issued to stockholders on December 14, 2001 in connection with the Company’s acquisition of Pacific Broadband Communications, Inc. Based on the records of the Company’s transfer agent, of the 7,244,278 shares registered under the Registration Statement, the selling stockholders have been re-selling shares under the Registration Statement or Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”).

     In accordance with the undertaking contained in the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K promulgated under the Securities Act, the Company respectfully requests that the Commission remove from registration all shares that remain unsold under the Registration Statement. The Company is requesting the de-registration of the shares remaining unsold under the Registration Statement because all shares registered thereunder held by non-affiliates of the Company are freely tradable pursuant to Rule 144(k) of the Securities Act.

     Accordingly, the Company hereby de-registers any shares of its Common Stock, registered pursuant to the Registration Statement remaining unsold thereunder.

Item 16. Exhibits and Financial Statement Schedules

(a)     Index to Exhibits.

Exhibit No.	Description
24.1	Power of Attorney

(b)     Not applicable.

[The remainder of this page is intentionally left blank.]

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on the 31^st day of August, 2007.

JUNIPER NETWORKS, INC.
By:	/s/ Robyn Denholm
	Robyn Denholm
	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated:

Signature	Title	Date
*      Scott Kriens	President, Chief Executive Officer and Chairman of the Board (Chief Executive Officer)	August 31, 2007
/s/ Robyn Denholm      Robyn Denholm	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	August 31, 2007
Pradeep Sindhu	Chief Technical Officer and Vice Chairman of the Board	August 31, 2007
*      Robert M. Calderoni	Director	August 31, 2007
*      Kenneth Goldman	Director	August 31, 2007
*      William R. Hearst III	Director	August 31, 2007
Mike Rose	Director	August 31, 2007
*      Michael Lawrie	Director	August 31, 2007
*      Stratton Sclavos	Director	August 31, 2007
*      William R. Stensrud	Director	August 31, 2007

* By:	/s/ Mitchell Gaynor Mitchell Gaynor
	Attorney-in-fact

INDEX TO EXHIBITS

Exhibit No.	Description of Document
24.1	Power of Attorney

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each director of Juniper Networks, Inc. whose signature appears below constitutes and appoints Mitchell Gaynor and Robert Dykes, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any post-effective amendments to the S-3 and S-8 registration statements indicated on Schedule A hereto and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

     Pursuant to the requirements of the Securities Act of 1933, this Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Scott Kriens
Scott Kriens	Chairman of the Board	May 31, 2007
Pradeep Sindhu	Vice Chairman of the Board	May 31, 2007
/s/ Robert M. Calderoni
Robert M. Calderoni	Director	May 31, 2007
/s/ Kenneth Goldman
Kenneth Goldman	Director	May 31, 2007
/s/ William R. Hearst III
William R. Hearst III	Director	May 31, 2007
/s/ Michael Lawrie
Michael Lawrie	Director	May 31, 2007
/s/ Stratton Sclavos
Stratton Sclavos	Director	May 31, 2007
/s/ William R. Stensrud
William R. Stensrud	Director	May 31, 2007

Schedule A

List of S-3 Registration Statements

Registration	Initial Filing	Amount of Securities
No.	Date	Registered	Related Transaction(s)
333-106889	June 8, 2003	$400,000,000 principal amount of Notes 19,860,973 shares of Common Stock	2003 Issuance of Zero Coupon Convertible Senior Notes and Common Stock
333-44116	August 18, 2000	462,256 shares of Common Stock	Acquisition of Layer 5 Acquisition of Pacific Advantage, Ltd. Issuance to Community Foundation Silicon Valley
333-52260	December 20, 2000	828,351 shares of Common Stock	Acquisition of Micro Magic, Incorporated
333-75758	December 21, 2001	7,244,278 shares of Common Stock	Acquisition of Pacific Broadband, Inc.

List of S-8 Registration Statements

Registration	Initial Filing	Amount of Securities
No.	Date	Registered	Related Plan(s)
333-132260	March 7, 2006	7,090,026 of Common Stock	Amended and Restated 1996 Stock Plan
333-118340	August 18, 2004	20,000,000 of Common Stock	Amended and Restated 1996 Stock Plan
333-92086	July 9, 2002	10,457,281 of Common Stock	2000 Non-Statutory Stock Option Plan