U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO-C
(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

EMULEX CORPORATION

(Name of subject company issuer)

EMULEX CORPORATION
(Name of filing persons, offeror)

Options to Purchase Common Stock, Par Value $0.10 Per Share
and related Preferred Stock Purchase Rights
(Title and Class of Securities)

292475 20 9
(CUSIP Number of Class of Securities of Underlying Common Stock)

Randall G. Wick, Esq.
Senior Vice President and General Counsel
3333 Susan Street
Costa Mesa, CA 92626
714-662-5600
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)

Copy to:

Robert Steinberg, Esq.
Jeffer, Mangels, Butler & Marmaro, LLP
7th Floor
1900 Avenue of the Stars
Los Angeles, California 90067
(310) 203-8080

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
Not applicable	Not applicable

* No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.

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 date of its filing.

Amount Previously Paid:

Filing Party:

Form or Registration No.:

Date Filed:

þ 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.

þ 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

     Attached as Exhibit 99.1 is Emulex Corporation’s (the “Company”) Notice of 2008 Annual Meeting of Stockholders and Proxy Statement for the 2008 Annual Meeting of Stockholders to be held on November 19, 2008, and the related materials filed with the Securities and Exchange Commission in conjunction with the Notice of 2008 Annual Meeting of Stockholders and Proxy Statement (the “proxy materials”). The proxy materials contain a proposal submitted for the approval of the Company’s stockholders whereby the Company will undertake an exchange offer pursuant to which certain holders of outstanding stock options (the options eligible for the exchange program are referred to herein as “eligible awards”) with an exercise price above the per-share 52-week high closing price of the Company’s common stock (measured as of the start date of the exchange program) will be permitted to exchange their eligible awards for a lesser number of restricted stock units to be granted under the Company’s 2005 Equity Incentive Plan (the “exchange program”).

     The proxy materials do not constitute an offer to holders of eligible options to purchase the Company’s common stock or an offer to exchange eligible options for common stock. In the event the Company’s stockholders approve the exchange program, the exchange program may commence within 12 months following such stockholder approval.

     At the time the exchange program begins, the Company will provide option holders who are eligible to participate in the exchange program with written materials explaining the precise terms and timing of the exchange program. Persons who are eligible to participate in the exchange program should read these written materials carefully when they become available because they will contain important information about the exchange program. The Company will also file these written materials with the Securities and Exchange Commission as part of a tender offer statement upon the commencement of the exchange program. The Company’s stockholders and option holders will be able to obtain these written materials and other documents filed by the Company with the Securities and Exchange Commission free of charge from the Securities and Exchange Commission’s website at www.sec.gov.

TABLE OF CONTENTS

	ITEM 12. EXHIBITS.
EXHIBIT 99.1

ITEM 12. EXHIBITS.

EXHIBIT
NUMBER	DESCRIPTION
99.1	Proxy Statement for 2008 Annual Stockholders Meeting