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): August 30, 2005

                            ENTERASYS NETWORKS, INC.

             (Exact Name of Registrant as Specified in its Charter)


          Delaware                     1-10228               04-2797263
(State or Other Jurisdiction       (Commission File         (IRS Employer
     of Incorporation)                  Number)           Identification No.)


                                50 Minuteman Road
                                Andover, MA 01810

               (Address of Principal Executive Office) (Zip Code)

       Registrant's telephone number, including area code: (978) 684-1000


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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
220.425)

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

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

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



ITEM 8.01  OTHER EVENTS

      On August 31, 2005, Enterasys Networks, Inc. (the "Company") announced in
a press release (the "Press Release") that the U.S. Congress' Joint Committee on
Taxation has concluded its review of the Company's federal tax returns for
fiscal years 1999 through 2002 and has approved the previously announced $47.5
million federal tax refund, which the Internal Revenue Service will now process.
The Company expects to receive the refund within the next 45 days.

      The Company also announced that its Board of Directors approved a 1-for-8
reverse stock split, which is subject to shareholder approval. If approved, the
reverse split would take effect before the end of October.

      A copy of the Press Release is being furnished as Exhibit 99.1 to this
Report.

      The information being furnished under this Item 8.01 shall not be deemed
"filed" for purposes of Section 18 of the Securities and Exchange Act of 1934,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Securities and Exchange Act of 1934, except as
shall be expressly set forth by specific reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS:

This exhibit is furnished pursuant to Item 8.01 hereof and should not be deemed
to be "filed" under the Securities and Exchange Act of 1934.

99.1 Press Release, dated August 31, 2005.


                                    SIGNATURE

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

                                            ENTERASYS NETWORKS, INC.

Date:  September 1, 2005                     By: /s/ Richard S. Haak, Jr.
                                                 --------------------------
                                                 Richard S. Haak, Jr.
                                                 Chief Financial Officer

                                       3




                                  EXHIBIT INDEX

EXHIBIT 99.1 PRESS RELEASE, DATED AUGUST 31, 2005.

EX-99.1

==============================================

Enterasys Receives Confirmation of $47.5 Million IRS Tax Refund; Company Reports
Progress on Restructuring Plan; Proposes Reverse Stock Split


Aug 31, 2005

ANDOVER, Mass., Aug 31, 2005 (BUSINESS WIRE) -- Enterasys Networks (NYSE: ETS),
the Secure Networks Company(TM), today announced that it has received formal
notification that the U.S. Congress' Joint Committee on Taxation has concluded
its review of the Company's tax returns related to the previously announced
$47.5 million federal tax refund, which the IRS will now process. The refund is
the result of certain amended tax returns filed as part of an Internal Revenue
Service field audit. Enterasys expects to receive the funds within the next 45
days. "Enterasys ended the second quarter of 2005 with $117.6 million in cash
and marketable securities and no debt," said Mark Aslett, chief executive
officer. "This tax refund further strengthens the Company's financial position."
The balance sheet impact of the tax refund will be a $45.5 million increase in
cash after the effect of various state tax payments related to the amended
federal filings. In connection with the refund, Enterasys will also record a
fiscal third-quarter income statement benefit of approximately $62.5 million,
which includes the reversal of approximately $15 million in tax accruals and, as
a result, the Company expects to be profitable for the quarter. Enterasys also
confirmed that its restructuring efforts remain on target and that it currently
expects to achieve a minimum of $11.5 million in aggregate cost savings in the
third quarter versus first-quarter levels. The Company indicated that it
currently expects cash flow, excluding the impact of the tax refund,
restructuring and other related payments, to be at or near breakeven for the
third quarter. "During the past two years we have successfully repositioned the
Company around an industry-leading strategy--Secure Networks(TM). We have also
fully refreshed our product and solutions portfolio. Finally, we have
aggressively reduced our cost structure to accelerate our return to profitable
operations," said Aslett. "Given the substantial progress we have made on this
restructuring and with the Company now poised to transition to profitability, we
believe the time is right to address our legacy capital structure by reducing
the number of shares outstanding." Reverse Stock Split "Enterasys inherited its
capital structure from the former Cabletron Systems, Inc.," said Rip Haak, chief
financial officer. "Today, Enterasys is a very different business from the one
that emerged from Cabletron in 2001. Based on analysis and advice received from
our investment bankers, JPMorgan, the Company's Board of Directors has approved
a 1-for-8 reverse stock split that would result in a more appropriate share
count going forward. In addition, the reverse split will enhance the Company's
ability to satisfy NYSE listing requirements." The reverse split is subject to
shareholder approval. If approved, shareholders will receive one share of
Enterasys common stock for every eight shares they currently own. The conversion
is expected to take effect before the end of October. About Enterasys Networks
Enterasys Networks is the Secure Networks Company, providing enterprise
customers worldwide with the industry's most up-to-date portfolio of
edge-to-core networking products, solutions and services, with award-winning
policy-based security capabilities embedded into the infrastructure. For more
information on

Enterasys Secure Networks and the company's comprehensive wired and wireless
products, visit www.enterasys.com. (ETS-F) This news release contains
forward-looking statements regarding future events, activities and financial
performance, such as management's expectations regarding future revenue and cash
flow; strategic relationships and market opportunities; product development; and
other business strategies and objectives. These statements may be identified
with such words as "we expect," "we believe," "we anticipate," or similar
indications of future expectations. These statements are neither promises nor
guarantees, and actual future financial performance, events and activities may
differ materially. Readers are cautioned not to place undue reliance on these
statements, which speak only as of the date hereof. We expressly disclaim any
obligation to update such statements publicly to reflect changes in the
expectations, assumptions, events or circumstances on which such statements may
be based or that may affect the likelihood that actual results will differ
materially. Some risks and uncertainties that may cause actual results to differ
materially from these forward-looking statements include, but are not limited
to: worldwide and regional economic uncertainty and recent political and social
turmoil may continue to negatively affect our business and revenue; we have a
history of losses in recent years and may not operate profitably in the future;
our quarterly operating results may fluctuate, which could cause us to fail to
meet quarterly operating targets and result in a decline in our stock price; we
earn a substantial portion of our revenue for each quarter in the last month of
each quarter, which reduces our ability to accurately forecast our quarterly
results and increases the risk that we will be unable to achieve previously
forecasted results; we continue to introduce new products, and if our customers
delay product purchases or choose alternative solutions, or if sales of new
products are not sufficient to offset declines in sales of older products, our
revenue could decline, we may incur excess and obsolete inventory charges, and
our financial condition could be harmed; we may be unable to upgrade our
indirect distribution channels or otherwise enhance our selling capabilities,
which may hinder our ability to grow our customer base and increase our revenue;
we have experienced significant changes in senior management and our current
management team has been together for only a limited time, which could limit our
ability to achieve our objectives and effectively operate our business; there is
intense competition in the market for enterprise network equipment, which could
prevent us from increasing our revenue and achieving profitability; a portion of
the enterprises we sell to rely in whole or in part on public funding and often
face significant budgetary pressure, and if these customers must delay, reduce
or forego purchasing from us, our revenues could be harmed; we depend upon a
limited number of contract manufacturers for substantially all of our
manufacturing requirements, and the loss of any of our primary contract
manufacturers would impair our ability to meet the demands of our customers; and
those additional risks and uncertainties discussed in our most recent filings
with the Securities and Exchange Commission, including our Form 10-Q for the
quarter ended July 2, 2005. SOURCE: Enterasys Networks Enterasys Networks Kevin
Flanagan, 978-684-1473 kflanaga@enterasys.com Copyright Business Wire 2005 News
Provided by COMTEX

===============================================

Copyright 2005 Enterasys Networks, Inc. and Shareholder.com