SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Grewal Tejinder

(Last)

(First)

(Middle)

1745 TECHNOLOGY DRIVE

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2006

3. Issuer Name and Ticker or Trading Symbol
BROCADE COMMUNICATIONS SYSTEMS INC [ BRCD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Corporate Development

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	84,650	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-qualified Stock Option (right-to-buy)	12/12/2004	08/12/2011	Common Stock	14,583	$4.04	D
Non-qualified Stock Option (right-to-buy)	01/12/2005⁽²⁾	08/12/2011	Common Stock⁽³⁾	160,417	$4.82	D
Non-qualified Stock Option (right-to-buy)	03/08/2005⁽⁴⁾	03/08/2012	Common Stock	175,000	$6	D
Non-qualified Stock Option (right-to-buy)	07/05/2005⁽⁵⁾	07/08/2011⁽⁶⁾	Common Stock	350,000	$5.25	D

Explanation of Responses:

1. Shares subject to vesting until the second anniversary of November 21, 2005, provided reporting person remains employed by the Company through such date.

2. Options vest monthly beginning January 12, 2005 through August 12, 2008.

3. In connection with a tender offer by Brocade Communications Systems, Inc. filed with the SEC on May 12, 2006 and ended on June 12, 2006, the reporting person agreed to the amendment of a portion of an option that was granted to him on August 12, 2004 to increase the exercise price per shares from $4.04 to $4.82. The reporting person will receive $125,125.26 promptly following January 1, 2007 as consideration for the amendment of the option.

4. Options vest monthly over four years beginning on date of grant of March 8, 2005.

5. Options vest 25% on the first anniversary of July 5, 2004 and monthly threafter over the remaining three year term.

6. In connection with a tender offer by Brocade Communications Systems, Inc. filed with the SEC on May 12, 2006 and ended on June 12, 2006, the reporting person agreed to the amendment of a portion of an option that was granted to him on July 8, 2004 to increase the exercise price per shares from $5.15 to $5.25. The reporting person will receive $35,000.00 promptly following January 1, 2007 as consideration for the amendment of the option.

Remarks:

	/s/ Tejinder Grewal	07/31/2006
	** 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 5 (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.