UNITED STATES

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

May 8, 2007

Date of Report (Date of earliest event reported)

SYCAMORE NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-27273	04-3410558
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)

220 Mill Road

Chelmsford, MA 01824

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (978) 250-2900

Not Applicable

(Former name or former address, if changed since last report)

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:

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

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

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

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

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2007, Sycamore Networks, Inc.entered into a Relocation Assistance Agreement (the “Agreement”) with John Scully, its Vice President of Worldwide Sales and Support (the “Executive”), with a total value of approximately $135,500. Pursuant to the Agreement, the Company would pay on the Executive’s behalf or reimburse the Executive, certain identified expenses incurred as a result of relocating the Executive’s current primary residence from New Jersey to a primary residence near the Company’s Massachusetts Headquarters location.

The Company may be entitled to recoup expenses advanced under the Agreement should the Executive’s employment terminate under certain conditions within twelve months from the Executive’s relocation.

SIGNATURES

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

Sycamore Networks, Inc.
By:	/s/ Richard J. Gaynor
	Richard J. Gaynor
	Chief Financial Officer
	Vice President, Finance and Administration,
	Treasurer and Asst. Secretary
	(Duly Authorized Officer and Principal Financial and Accounting Officer)

Dated: May 8, 2007