Form 4 DONAHUE ROBERT E For: Jan 06 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DONAHUE ROBERT E

(Last)

(First)

(Middle)

220 MILL ROAD

(Street)

CHELMSFORD

01824

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SYCAMORE NETWORKS INC [SCMR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 2.72

01/06/2009

30,000

01/06/2010⁽¹⁾

01/06/2019

Common Stock

30,000

$ 0

30,000

Explanation of Responses:

1. Options vest 100% on the earlier of one year from the date of grant or the date of the next meeting of stockholders.

	By: Elizabeth Panfil For: Robert Donahue	01/08/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY
For Executing of Forms 3, 4 and 5

Know all these present, that the undersigned, Robert E. Donahue, hereby 
constitutes and appoints Alan Cormier and Elizabeth Panfil, signing singly,
his true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, Forms 3, 4, and 5 
in accordance with Section 16(a) of the Securities Exchange 
Act of 1934 and the rules thereunder; and

(2) do and perform any and all acts for and on behalf of the undersigned which 
may be necessary or desirable to complete the execution of any such Forms 3, 4 
and 5 and the timely filing of such form with the United States Securities and 
Exchange Commission and any other authority; and

The undersigned hereby grants to such attorney-in-fact full power and 
authority to do and perform all and every act and thing whatsoever requisite, 
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact 
might or could do if personally present, with full power of substitution or 
revocation, hereby ratifying and confirming all that such attorney-in-fact 
might or could do if personally present, with full power of substitution or 
revocation, hereby ratifying and confirming all that such attorney-in-fact, 
or his substitute shall lawfully do or cause to be done by virtue of this power 
of attorney and the rightsand powers herein granted. The undersigned 
acknowledges that the foregoing attorney-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's 
responsibilities to comply with Section 16 of the Securities Exchange Act of 
1934 and the rules thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be 
executed as of this 17th day of October, 2007.


Signature:  /s/ Robert E. Donahue

Print Name: Robert E. Donahue

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