Press Release

Zhone Technologies Reports Fourth Quarter 2007 Financial Results

Oakland, CA — January 31, 2008 — Zhone Technologies, Inc. (NASDAQ: ZHNE), a global provider of advanced communications equipment and a leader in VoIP, IPTV, and Ethernet over copper and fiber access lines, today reported its financial results for the fourth quarter ended December 31, 2007.

Revenue for the fourth quarter of 2007 was $46.6 million compared with $41.6 million for the third quarter of 2007 and $44.3 million for the fourth quarter of 2006. Net loss for the fourth quarter of 2007, calculated in accordance with generally accepted accounting principles (“GAAP”), was $1.2 million or $0.01 per share compared with a net loss of $1.5 million or $0.01 per share for the third quarter of 2007, and a net loss of $4.6 million or $0.03 per share for the fourth quarter of 2006. Pro forma earnings before stock-based compensation, gain on sale of patents, interest, taxes, impairment, depreciation and amortization (“EBITDA”) was breakeven for the fourth quarter of 2007, compared to a pro forma EBITDA loss of $4.9 million for the third quarter of 2007, and pro forma EBITDA loss of $2.3 million for the fourth quarter of 2006.

“Our fourth quarter results, highlighted by very strong revenue growth in our international markets, confirm that service providers around the world are adopting our market leading access technologies," said Mory Ejabat, chairman and chief executive officer of Zhone Technologies, Inc. "Our recent divestitures of legacy product lines allow us to focus maximum resources on pure-play access technologies for these emerging global markets.”

Zhone will hold a conference call and audio webcast today, January 31, 2008, at approximately 2:00 p.m. PT / 5:00 p.m. ET to review its fourth quarter 2007 results. This call is open to the public by dialing +1 (800) 706-7741 for U.S. callers and +1 (617) 614-3471 for international callers and then entering passcode 77284281. The audio webcast will be simultaneously available on the Investor Relations section of Zhone's website at http://www.zhone.com/about/investors/.

A replay of the conference call will be available for approximately one week following the original call by dialing +1 (888) 286-8010 for U.S. callers and +1 (617) 801-6888 for international callers and then entering passcode 29612165. An audio webcast replay will also be available online at http://www.zhone.com/about/investors/ for approximately one week following the original call.

Non-GAAP Financial Measures

To supplement Zhone’s consolidated financial statements presented in accordance with GAAP, Zhone uses pro forma EBITDA, a non-GAAP measure Zhone believes is appropriate to enhance an overall understanding of Zhone’s past financial performance and prospects for the future. These adjustments to GAAP results are made with the intent of providing greater transparency to supplemental information used by management in its financial and operational decision-making. These non-GAAP results are among the primary indicators that management uses as a basis for making operating decisions because they provide meaningful supplemental information regarding the company’s operational performance, including the company’s ability to provide cash flows to invest in research and development, and to fund capital expenditures. In addition, these non-GAAP financial measures facilitate management's internal comparisons to the company's historical operating results and comparisons to competitors' operating results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP. A reconciliation between net loss calculated on a GAAP basis and pro forma EBITDA on a non-GAAP basis is provided in a table immediately following the Unaudited Condensed Consolidated Statements of Operations.

                       ZHONE TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Operations
(In thousands, except per share data)

Three Months Ended           Year Ended
--------------------------- --------------------
December September December December  December
31,      30,       31,      31,        31,
2007     2007      2006     2007       2006
-------- --------- -------- --------- ----------

Net revenue            $46,613   $41,604  $44,306  $175,448   $194,344
Cost of revenue         30,493    29,066   28,214   116,074    130,857
Stock-based
compensation               28        67      155       296        892
-------- --------- -------- --------- ----------
Gross profit            16,092    12,471   15,937    59,078     62,595
-------- --------- -------- --------- ----------
Operating expenses:
Research and
product
development(1)       7,382     8,154    8,628    32,720     36,099
Sales and
marketing(1)         8,051     8,446    8,643    33,192     38,225
General and
administrative(1)    1,643     2,260    2,968     9,511     14,036
Gain on sale of
patents                  -   (5,000)        -   (5,000)          -
Amortization and
impairment of
intangible assets        -         -        -         -    116,430
-------- --------- -------- --------- ----------
Total operating
expenses          17,076    13,860   20,239    70,423    204,790
-------- --------- -------- --------- ----------
Operating loss      (984)   (1,389)  (4,302)  (11,345)  (142,195)
Other expense, net       (142)      (16)    (248)     (363)      (207)
-------- --------- -------- --------- ----------
Loss before
income taxes     (1,126)   (1,405)  (4,550)  (11,708)  (142,402)
Income tax provision       106       125       80       394        264
-------- --------- -------- --------- ----------
Net loss         $(1,232)  $(1,530) $(4,630) $(12,102) $(142,666)
======== ========= ======== ========= ==========
Basic and diluted net
loss per share        $(0.01)   $(0.01)  $(0.03)   $(0.08)    $(0.96)
Weighted average
shares outstanding
used to compute basic
and diluted net loss
per share             149,907   149,715  149,142   149,623    148,727

(1) Amounts include stock-
based compensation costs as
follows:
Research and
product
development           92       179      333       717      1,632
Sales and
marketing             91       154      294       603      1,380
General and
administrative       193       308      498     1,250      1,601
-------- --------- -------- --------- ----------
376       641    1,125     2,570      4,613

GAAP net loss         $(1,232)  $(1,530) $(4,630) $(12,102) $(142,666)
Stock-based
compensation              404       708    1,280     2,866      5,505
Interest expense, net      118        38      299       400        446
Income taxes               106       125       80       394        264
Depreciation               616       716      662     2,660      2,619
Gain on sale of
patents                     -   (5,000)        -   (5,000)	     -	
Amortization and
impairment of
intangible assets           -         -        -         -    116,430
-------- --------- -------- --------- ----------
Non-GAAP pro forma
EBITDA                    $12  $(4,943) $(2,309) $(10,782)  $(17,402)
======== ========= ======== ========= ==========

Revenue by product
line:
SLMS               32,079    29,227   26,174   123,184    118,209
Legacy, service
and other         14,534    12,377   18,132    52,264     76,135
-------- --------- -------- --------- ----------
46,613    41,604   44,306   175,448    194,344





ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(In thousands)

December  December
31,       31,
2007      2006
--------- ---------

Assets
Current assets:
Cash, cash equivalents and short-term investments    $50,165   $64,310
Accounts receivable                                   33,258    31,828
Inventories                                           44,698    45,036
Prepaid expenses and other current assets              3,804     3,852
--------- ---------
Total current assets                                 131,925   145,026
Property and equipment, net                           20,818    23,704
Goodwill                                              70,401    70,737
Restricted cash                                          186       636
Other assets                                              76        79
--------- ---------
Total assets                                        $223,406  $240,182
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable                                     $21,276   $18,893
Line of credit                                        15,000    14,500
Current portion of long-term debt                        265     7,673
Accrued and other liabilities                         17,888    20,088
--------- ---------
Total current liabilities                             54,429    61,154
Long-term debt, less current portion                  19,140    19,376
Other long-term liabilities                              290     2,048
--------- ---------
Total liabilities                                     73,859    82,578
--------- ---------
Stockholders' equity:
Common stock                                             150       149
Additional paid-in capital                         1,061,849 1,058,317
Other stockholders' equity                               610        98
Accumulated deficit                                (913,062) (900,960)
--------- ---------
Total stockholders' equity                           149,547   157,604
--------- ---------
Total liabilities and stockholders' equity          $223,406  $240,182

About Zhone Technologies, Inc.

Zhone Technologies, Inc. (NASDAQ: ZHNE) is a provider of advanced communications equipment to more than 600 operators worldwide. The company’s broad line of access networking solutions enables the full range of multi-play services, including residential and business broadband, VoIP, IPTV, and Ethernet. Zhone’s converged access platform improves network agility and reduces costs, allowing operators to rapidly deploy premium services on their existing copper and fiber infrastructure while providing a seamless migration path to an efficient, all-IP network. www.zhone.com

Contacts:

Zhone Investor Relations
Tel: +1 510-777-7013
Fax: +1 510-777-7001
Email: investor-relations@zhone.com
   Zhone Public Relations
Tel : +1 404-460-8578
Email: aurora.arlet@edelman.com
     

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