8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 16, 2007 (February 12, 2007)

BROCADE COMMUNICATIONS SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-25601	77-0409517
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

1745 Technology Drive
San Jose, CA 95110

(Address, including zip code, of principal executive offices)

(408) 333-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 3.1

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     As previously announced, pursuant to an amendment to the Preferred Stock Rights Agreement, dated as of February 7, 2002, as amended, between the Company and Wells Fargo Bank, N.A. (the “Rights Agreement”), Brocade’s stockholder rights plan was terminated effective January 23, 2007, and Brocade’s preferred stock purchase rights with respect to the Series A Participating Preferred Stock expired at the close of business on January 23, 2007. On February 12, 2007, Brocade filed a Certificate of Elimination with the Secretary of State of the State of Delaware eliminating the Certificate of Designation with respect to the Series A Participating Preferred Stock of the Company.

Item 9.01. Financial Statements and Exhibits.

(c)      Exhibits

Exhibit	Description
3.1	Certificate of Elimination of Series A Participating Preferred Stock of Brocade Communications Systems, Inc.

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BROCADE COMMUNICATIONS SYSTEMS, INC.
Dated: February 16, 2007	By:	/s/ TJ Grewal
		TJ Grewal
		Vice President, Corporate Development

EXHIBIT INDEX

Exhibit	Description
3.1	Certificate of Elimination of Series A Participating Preferred Stock of Brocade Communications Systems, Inc.

EX-3.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION

OF

SERIES A PARTICIPATING PREFERRED STOCK

OF BROCADE COMMUNICATIONS SYSTEMS, INC.

(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)

     The undersigned, Richard Deranleau, does hereby certify that:

     1. The undersigned is the duly elected and acting Chief Financial Officer and Vice President, Finance of Brocade Communications Systems, Inc., a Delaware corporation (the “Corporation”).

     2. Pursuant to authority conferred upon the Board of Directors of the Corporation by the Certificate of Incorporation of the Corporation, as amended, on February 9, 2007, the Board of Directors adopted the following resolutions:

     “WHEREAS, none of the authorized shares of Series A Participating Preferred Stock, par value $0.001 per share, of the Corporation (“Series A Preferred Stock”), are outstanding, and none of the authorized shares of Series A Preferred Stock were issued prior to the Final Expiration Date (as defined in that certain Preferred Stock Rights Agreement, dated as of February 7, 2002, as amended to date, between the Corporation and Wells Fargo Bank, MN N.A.) subject to that certain Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Corporation filed with the Secretary of State of the State of Delaware on February 12, 2002 (the “Certificate of Designation”).

     RESOLVED: That the Corporation be, and hereby is, authorized and directed to file with the Secretary of State of the State of Delaware a certificate containing these resolutions, with the effect under the General Corporation Law of the State of Delaware of eliminating from the Certificate of Incorporation of the Corporation all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock.

     RESOLVED FURTHER: That the proper officers of the Corporation are authorized and directed, for and on behalf of the Corporation and in its name, to execute and file a certificate of elimination relating to the Series A Preferred Stock, and to take such further actions as he may deem necessary or appropriate to carry out the intent of the foregoing resolutions in accordance with the applicable provisions of the General Corporation Law of the State of Delaware.”

     I further declare under penalty of perjury that the matters set forth in this Certificate are true and correct of my own knowledge.

     Executed at San Jose, California on February 12, 2007.

/s/	Richard Deranleau
Richard Deranleau
Chief Financial Officer and Vice President, Finance