Press Release

Zhone Technologies Reports Third Quarter 2008 Financial Results

Oakland, CA — October 21, 2008 — Zhone Technologies, Inc. (NASDAQ:ZHNE), a global leader in multi-service access solutions, today reported its financial results for the third quarter ended September 30, 2008.

Revenue for the third quarter of 2008 was $32.0 million compared with $40.1 million for the second quarter of 2008 and $41.6 million for the third quarter of 2007. Net loss for the third quarter of 2008, calculated in accordance with generally accepted accounting principles ("GAAP"), was $6.5 million or $0.04 per share compared with a net loss of $80.3 million or $0.53 per share for the second quarter of 2008, and a net loss of $1.5 million or $0.01 per share for the third quarter of 2007. Pro forma earnings before stock-based compensation, interest, taxes, depreciation, restructuring, lease liability accruals, gain on sale of intangible assets, and goodwill impairment ("EBITDA") was a $4.6 million loss for the third quarter of 2008, compared to a pro forma EBITDA loss of $5.2 million for the second quarter of 2008, and pro forma EBITDA loss of $4.9 million for the third quarter of 2007.

Zhone's chief executive officer Mory Ejabat stated, "Our new product releases and customer wins were unfortunately overshadowed by weaker than expected financial performance. The global credit contraction caused many of our customers to defer or reduce network expansion. Until the economic environment improves, we will continue to reduce operating expenses and improve gross margins by reducing the cost of our products."

Zhone will conduct a conference call and audio webcast today, October 21, 2008, at approximately 2:00 p.m. PT / 5:00 p.m. ET to review its third quarter 2008 results. This call is open to the public by dialing +1 (800) 901-5213 for U.S. callers and +1 (617) 786-2962 for international callers and then entering passcode 83213297. 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 after 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 66470411. 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 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        Nine Months Ended
----------------------------- -------------------
September June 30,  September September September
30,                 30,       30,       30,
2008      2008      2007      2008      2007
-------------------------------------------------

Net revenue          $ 32,020  $ 40,069  $ 41,604  $115,122  $128,835
Cost of revenue        22,332    28,412    29,066    79,921    85,581
Stock-based
compensation              44        41        67       135       268
-------------------------------------------------
Gross profit            9,644    11,616    12,471    35,066    42,986
-------------------------------------------------
Operating expenses:
Research and
product
development (1)     6,480     7,156     8,154    20,780    25,338
Sales and
marketing (1)       6,483     7,855     8,446    22,080    25,141
General and
administrative
(1)                 2,834     6,388     2,260    12,234     7,868
Gain on sale of
intangible
assets                  -       (93)   (5,000)   (3,297)   (5,000)
Goodwill
impairment              -    70,401         -    70,401         -
-------------------------------------------------
Total operating
expenses         15,797    91,707    13,860   122,198    53,347
-------------------------------------------------
Operating loss    (6,153)  (80,091)   (1,389)  (87,132)  (10,361)
Other expense, net       (326)     (150)      (16)     (496)     (221)
-------------------------------------------------
Loss before
income taxes     (6,479)  (80,241)   (1,405)  (87,628)  (10,582)
Income tax provision       50        93       125       176       288
-------------------------------------------------
Net loss        $ (6,529) $(80,334) $ (1,530) $(87,804) $(10,870)
=================================================
Basic and diluted
net loss per share  $  (0.04) $  (0.53) $  (0.01) $  (0.58) $  (0.07)
Weighted average
shares outstanding
used to compute
basic and
diluted net loss per
share                150,443   150,260   149,715   150,258   149,512

(1) Amounts include
stock-based
compensation costs
as follows:
Research and
product
development         116       128       179       389       625
Sales and
marketing           146       128       154       412       512
General and
administrative      292       343       308       938     1,057
-------------------------------------------------
554       599       641     1,739     2,194

GAAP net loss        $ (6,529) $(80,334) $ (1,530) $(87,804) $(10,870)
Stock-based
compensation             598       640       708     1,874     2,462
Interest expense,
net                      293       190        38       619       282
Income taxes               50        93       125       176       288
Depreciation              573       579       716     1,708     2,044
Restructuring             380         -         -       380         -
Lease liability
accrual                    -     3,305         -     3,305	    -
Gain on sale of
intangible assets          -       (93)   (5,000)   (3,297)   (5,000)
Goodwill impairment         -    70,401         -    70,401         -
-------------------------------------------------
Non-GAAP pro forma
EBITDA              $ (4,635) $ (5,219) $ (4,943) $(12,638) $(10,794)
=================================================
*T

-0-
*T
ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets
(In thousands)

September 30, December 31,
2008          2007
------------- ------------

Assets
Current assets:
Cash, cash equivalents and short-
term investments                    $    41,251    $   50,165
Accounts receivable                       26,595        33,258
Inventories                               42,858        44,698
Prepaid expenses and other current
assets                                    2,908         3,804
--------------------------
Total current assets                 113,612       131,925
Property and equipment, net                    20,102        20,818
Goodwill                                            -        70,401
Restricted cash                                   122           186
Other assets                                       55            76
--------------------------
Total assets                     $   133,891    $  223,406
==========================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable                     $    17,196    $   21,276
Line of credit                            15,000        15,000
Current portion of long-term debt            363           265
Accrued and other liabilities             14,276        17,888
--------------------------
Total current liabilities             46,835        54,429
Long-term debt, less current portion      18,811        19,140
Other long-term liabilities                4,563           290
--------------------------
Total liabilities                     70,209        73,859
------------- ------------
Stockholders' equity:
Common stock                                 151           150
Additional paid-in capital             1,064,012     1,061,849
Other stockholders' equity                   385           610
Accumulated deficit                   (1,000,866)     (913,062)
--------------------------
Total stockholders' equity            63,682       149,547
--------------------------
Total liabilities and
stockholders' equity            $   133,891    $  223,406
==========================



About Zhone Technologies -- Access for a Converging World

Zhone Technologies, Inc. (NASDAQ:ZHNE) is a global leader in multi-service access network solutions, serving more than 700 of the world's most innovative network operators. The company offers the industry's broadest fully-integrated portfolio of MSAP, FTTx, EFM and Wi-Fi access technologies, enabling a full suite of services, including residential and business broadband, VoIP, and High-Definition IPTV. Zhone's converged multi-service access platform helps operators rapidly deploy premium services using copper, fiber, and wireless while improving network agility and reducing costs. www.zhone.com

Contacts:

Investors
Tel: +1 510-777-7013
Fax: +1 510-777-7001
Email: investor-relations@zhone.com
   Media
Tel : +1 510-777-7020
Fax : +1 510-777-7001
Email: public-relations@zhone.com
     

Zhone, the Zhone logo, and all Zhone product names are trademarks of Zhone Technologies, Inc. Other brand and product names are trademarks of their respective holders. Specifications, products, and/or product names are all subject to change without notice.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. Words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "goal," "intend," "may," "plan," "project," "seek," "should," "target," "will," "would," variations of such words, and similar expressions are intended to identify forward-looking statements. In addition, forward-looking statements include, among others, statements that refer to projected improvement of gross margins; and anticipated reduction of expenses. Readers are cautioned that actual results could differ materially from those expressed in or contemplated by the forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, commercial acceptance of our products; intense competition in the communications equipment market; our ability to execute on our strategy and operating plans; and economic conditions specific to the communications, networking, internet and related industries. In addition, please refer to the risk factors contained in the Company's SEC filings available at www.sec.gov, including without limitation, the Company's annual report on Form 10-K for the year ended December 31, 2007 and Zhone's quarterly reports on Form 10-Q for the quarters ended June 30, 2008 and March 31, 2008. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. Zhone undertakes no obligation to update or revise any forward-looking statements for any reason.

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