Press Release

Zhone Technologies Reports First Quarter 2008 Financial Results

Oakland, CA — April 22, 2008 — Zhone Technologies, Inc. (NASDAQ:ZHNE), a global leader in multi-service access equipment for VoIP, IPTV, and Ethernet over copper and fiber access lines, today reported its financial results for the first quarter ended March 31, 2008.

Revenue for the first quarter of 2008 was $43.0 million compared with $46.6 million for the fourth quarter of 2007 and $43.1 million for the first quarter of 2007. Net loss for the first quarter of 2008, calculated in accordance with generally accepted accounting principles ("GAAP"), was $0.9 million or $0.01 per share compared with a net loss of $1.2 million or $0.01 per share for the fourth quarter of 2007, and a net loss of $4.8 million or $0.03 per share for the first quarter of 2007. Pro forma earnings before stock-based compensation, interest, taxes, depreciation and amortization, and gain on sale of intangible assets ("EBITDA") was a $2.8 million loss for the first quarter of 2008, compared to a breakeven pro forma EBITDA for the fourth quarter of 2007, and pro forma EBITDA loss of $2.9 million for the first quarter of 2007.

"Strong revenue growth from the Middle East and Central and Latin America regions helped us exceed prior financial guidance. Revenue grew 9% over the prior quarter excluding revenue associated with divested product lines," said Mory Ejabat, chairman and chief executive officer of Zhone Technologies, Inc. "The divestiture of legacy products has helped streamline our focus and contributed to the accelerating growth of our next generation technologies."

Zhone will hold a conference call and audio webcast today, April 22, 2008, at approximately 2:00 p.m. PT / 5:00 p.m. ET to review its first quarter 2008 results. This call is open to the public by dialing +1 (800) 299-6183 for U.S. callers and +1 (617) 801-9713 for international callers and then entering passcode 31069953. The audio webcast will be simultaneously available on the Investor Relations section of Zhone's website at http://www.zhone.com/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 70689802. An audio webcast replay will also be available online at http://www.zhone.com/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 acquisitions and 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
--------------------------------
March 31, December 31, March 31,
2008        2007       2007
--------------------------------

Net revenue                           $ 43,033   $   46,613  $ 43,146
Cost of revenue                         29,177       30,493    27,487
Stock-based compensation                    50           28       120
--------------------------------
Gross profit                            13,806       16,092    15,539
--------------------------------
Operating expenses:
Research and product
development(1)                       7,144        7,382     8,656
Sales and marketing(1)                7,742        8,051     8,627
General and administrative(1)         3,012        1,643     2,825
Gain on sale of intangible assets       (3,204)           -         -
--------------------------------
Total operating expenses           14,694       17,076    20,108
--------------------------------
Operating loss                       (888)        (984)   (4,569)
Other expense, net                         (20)        (142)     (179)
--------------------------------
Loss before income taxes             (908)      (1,126)   (4,748)
Income tax provision                        33          106        38
--------------------------------
Net loss                         $   (941)  $   (1,232) $ (4,786)
================================
Basic and diluted net loss per share    ($0.01)      ($0.01)   ($0.03)
Weighted average shares outstanding
used to compute basic and diluted
net loss per share                    150,072      149,907   149,338

(1) Amounts include stock-based
compensation costs as follows:
Research and product development      145           92       262
Sales and marketing                   138           91       211
General and administrative            303          193       389
--------------------------------
586          376       862

GAAP net loss                         $   (941)  $   (1,232) $ (4,786)
Stock-based compensation                   636          404       982
Interest expense, net                      136          118       167
Income taxes                                33          106        38
Depreciation and amortization              556          616       656
Gain on sale of intangible assets       (3,204)           -         -
--------------------------------
Non-GAAP pro forma EBITDA             $ (2,784)  $       12  $ (2,943)
================================



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

March 31,  December 31,
2008         2007
------------------------

Assets
Current assets:
Cash, cash equivalents and short-term
investments                                $   57,293   $   50,165
Accounts receivable                             32,106       33,258
Inventories                                     37,116       44,698
Prepaid expenses and other current assets        2,625        3,804
------------------------
Total current assets                         129,140      131,925
Property and equipment, net                       20,544       20,818
Goodwill                                          70,401       70,401
Restricted cash                                      121          186
Other assets                                          69           76
------------------------
Total assets                              $  220,275   $  223,406
========================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable                            $   18,735   $   21,276
Line of credit                                  15,000       15,000
Current portion of long-term debt                  302          265
Accrued and other liabilities                   17,702       17,888
------------------------
Total current liabilities                     51,739       54,429
Long-term debt, less current portion            19,030       19,140
Other long-term liabilities                        324          290
------------------------
Total liabilities                             71,093       73,859
------------------------
Stockholders' equity:
Common stock                                       150          150
Additional paid-in capital                   1,062,607    1,061,849
Other stockholders' equity                         428          610
Accumulated deficit                           (914,003)    (913,062)
------------------------
Total stockholders' equity                   149,182      149,547
------------------------
Total liabilities and stockholders'
equity                                   $  220,275   $  223,406
========================

About Zhone Technologies, Inc. -- Access for a Converging World

Zhone Technologies, Inc. (NASDAQ:ZHNE) is a provider of advanced access network equipment to more than 600 operators worldwide. The company offers the industry's broadest portfolio of fully-integrated access solutions, enabling the full range of multi-play services, including residential and business broadband, VoIP, IPTV, and Ethernet. Zhone's converged multi-service access platforms improve network agility and reduce 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

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Email: investor-relations@zhone.com
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