As filed with the Securities and Exchange Commission on July 11, 2005

SECURITIES AND EXCHANGE COMMISSION

POST-EFFECTIVE AMENDMENT NO. 1 TO

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		3674 (Primary Standard Industrial Classification Code number) 1308 Moffett Park Drive Sunnyvale, California 94089 (408) 548-1000		77-0398779 (I.R.S. Employer Identification No.)

STEPHEN K. WORKMAN Senior Vice President, Finance, Chief Financial Officer and Secretary Finisar Corporation 1308 Moffett Park Drive Sunnyvale, California 94089 (408) 548-1000		DENNIS C. SULLIVAN, ESQ. JOE C. SORENSON, ESQ. DLA Piper Rudnick Gray Cary US LLP 2000 University Avenue East Palo Alto, California 94303-2248 (650) 833-2000

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  o

 

 

EXPLANATORY NOTE

     This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1, File No. 333-125034, is being filed with the Securities and Exchange Commission for the sole purpose of de-registering the shares of common stock not sold under this Registration Statement. A total of 3,594,607 shares of common stock have been sold under this Registration Statement to date. Finisar Corporation hereby de-registers 132,101 shares of common stock.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Sunnyvale, State of California on July 11, 2005.

	FINISAR CORPORATION
	By:	/s/ Jerry S. Rawls*
		Jerry S. Rawls
		President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated: