securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers, which may include the dealer-manager, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's book-entry system is also available to others such as banks, brokers, dealers and trust companies (called "indirect participants") that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.

We expect that pursuant to procedures established by DTC, upon the deposit of the global security with DTC, DTC will credit on its book-entry registration and transfer system the principal amount of new notes represented by such global security to the accounts of participants. Ownership of beneficial interests in the global security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the global security will be shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants' interests), the participants and the indirect participants. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. These limits and laws may impair the ability to transfer or pledge beneficial interests in the global security.

Beneficial owners of interests in global securities who desire to convert their interests into common stock should contact their brokers or other participants or indirect participants through whom they hold such beneficial interests to obtain information on procedures, including proper forms and cut-off times, for submitting requests for conversion.

So long as DTC, or its nominee, is the registered owner or holder of a global security, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the new notes represented by the global security for all purposes under the new notes indenture and the new notes. In addition, no beneficial owner of an interest in a global security will be able to transfer that interest except in accordance with the applicable procedures of DTC. Except as set forth below, as an owner of a beneficial interest in the global security you will not be entitled to have the new notes represented by the global security registered in your name, will not receive or be entitled to receive physical delivery of certificated securities and will not be considered to be the owner or holder of any new notes under the global security. We understand that under existing industry practice if an owner of a beneficial interest in the global security desires to take any action that DTC, as the holder of the global security, is entitled to take, DTC would authorize the participants to take such action and the participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

We will make payments of principal of, premium, if any, and interest on the new notes represented by the global security registered in the name of and held by DTC or its nominee to DTC or its nominee, as the case may be, as the registered owner and holder of the global security. Neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, or interest on the global security, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of DTC or its nominee. We also expect that payments by participants or indirect participants to owners of beneficial interests in the global security held through such participants or indirect participants will be governed by standing instructions and customary practices and will be the responsibility of such participants or indirect participants. We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the global security for any note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or indirect participants or the relationship between such participants or indirect participants and the owners of beneficial interests in the global security owning through such participants.

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Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.

DTC has advised us that it will take any action permitted to be taken by a holder of new notes only at the direction of one or more participants to whose account the DTC interests in the global security is credited and only in respect of such portion of the aggregate principal amount of new notes as to which such participant or participants has or have given such direction. However, if DTC notifies us that they are unwilling to be a depository for the global security or ceases to be a clearing agency or there is an event of default under the new notes, DTC will exchange the global security for certificated securities which it will distribute to its participants and which will be legended, if required.

Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in the global security among participants of DTC, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility or liability for the performance by DTC or the participants or indirect participants of their respective obligations under the rules and procedures governing their respective operations.

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Description of Existing Notes

We issued the existing notes under an indenture dated as of May 7, 2001 between us and Wilmington Trust Company, as trustee (the "existing notes indenture"). The following is a summary of the material terms of the existing notes and the existing notes indenture. We urge you to read the indenture because it, and not this description, defines your rights as a holder of the existing notes.

General

The existing notes are unsecured general obligations of EMCORE and are subordinate in right of payment as described below under the caption "– Subordination of Existing Notes." The existing notes are convertible into common stock as described below under the caption "– Conversion of Existing Notes." The existing notes have been issued only in denominations of $1,000 or integral multiples thereof. The existing notes will mature on May 15, 2006, unless earlier converted by you, redeemed at our option by us or purchased by us at your option upon a change of control, as described below under the captions "– Provisional Redemption" and "– Purchase of Existing Notes at Your Option Upon a Change of Control."

The existing notes indenture does not limit our or our subsidiaries' ability to pay dividends, incur debt or issue or repurchase securities. In addition, there are no financial covenants in the existing notes indenture. You are not protected under the existing notes indenture in the event of a highly leveraged transaction or a change of control of EMCORE, except to the extent described below under the caption "– Purchase of Existing Notes at Your Option Upon a Change of Control."

The existing notes bear interest at the annual rate of 5%. Interest is payable on May 15 and November 15 of each year, subject to limited exceptions if the existing notes are converted, redeemed or purchased prior to the next scheduled interest payment date. The record dates for the payment of interest are May 1 and November 1. We may, at our option, pay interest on the existing notes by check mailed to the holders. However, a holder with an aggregate principal amount of existing notes in excess of $2 million will be paid by wire transfer in immediately available funds at its election. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. We will not be required to make any payment on the existing notes due on any day which is not a business day until the next succeeding business day. The payment made on the next succeeding business day will be treated as though it were paid on the original due date and no interest will accrue on the payment for the additional period of time.

We maintain, through the trustee, an office in The City of New York where the existing notes may be presented for registration, transfer, exchange or conversion. Except under the limited circumstances described below, the existing notes will be issued only in fully-registered book-entry form, without coupons, and will be represented by one or more global notes. There will be no service charge for any registration of transfer or exchange of existing notes. We may, however, require holders to pay a sum sufficient to cover any tax or other governmental charge payable in connection with certain transfers or exchanges.

Conversion of Existing Notes

You have the right, at your option, to convert your notes into shares of our common stock at any time prior to maturity, unless previously redeemed or purchased, at the conversion price of $48.76 per share, subject to adjustment as described below.

Except as described below, we will not make any payment or other adjustment for accrued interest or dividends on any common stock issued upon conversion of the existing notes. Existing notes surrendered for conversion from the close of business on any regular record date to the date immediately preceding any interest payment date, be accompanied by payment of an amount equal to the interest on the existing notes that the holder is about to provide, except if such existing notes or portions thereof have been called for redemption or are subject to purchase following a change of control on a date during the period from the close of business on a record date and ending on the opening of business on the first business day after the next interest payment date, or if this interest

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payment date is not a business day, the second business day after the interest payment date. As a result of the foregoing provisions, if the exception described in the preceding sentence does not apply and you surrender notes for conversion on a date that is not an interest payment date, you will not receive any interest for the period from the interest payment date next preceding the date of conversion to the date of conversion or for any later period.

We will not issue fractional shares of common stock upon conversion of existing notes. Instead, we will pay cash equal to such fraction multiplied by the closing market price of the common stock on the last trading day prior to the conversion date.

If the existing notes are called for redemption or are subject to repurchase following a change of control, your conversion rights on the existing notes called for redemption or so subject to repurchase will expire at the close of business on the last business day before the redemption date or repurchase date, as the case may be, unless we default in the payment of the redemption price or purchase price, in which case your conversion rights terminate at the close of business on the date the default is cured and we redeem or repurchase the new notes. If you have submitted your existing notes for repurchase upon a change of control, you may only convert your existing notes if you withdraw your election in accordance with the existing notes indenture.

Conversion Rate Adjustment

We will adjust the conversion price if any of the following events occurs:

	(1)	we issue shares of our common stock as a dividend or distribution on our common stock;

	(2)	we subdivide or combine our outstanding common stock;

	(3)	we issue to all or substantially all holders of our common stock rights or warrants entitling them for a period of not more than 60 days to subscribe for or purchase our common stock, or securities convertible into our common stock, at a price per share or a conversion price per share less than the then current market price per share, provided that the conversion price will be readjusted to the extent that such rights or warrants are not exercised prior to the expiration;

	(4)	we distribute to all or substantially all holders of our common stock of shares of our capital stock, evidences of indebtedness or other non-cash assets, or rights or warrants, excluding:

•

dividends, distributions and rights or warrants referred to in clause (1) or (3) above;

•

dividends or distributions exclusively in cash referred to in clause (5) below; and

•

distribution of rights to all holders of common stock pursuant to an adoption of a shareholder rights plan;

	(5)	we pay a dividend or make an all-cash distribution to all or substantially all holders of our common stock in an aggregate amount that together with (A) any cash and the fair market value of any other consideration payable in respect of any tender offer by us or any of our subsidiaries for our common stock consummated within the preceding 12 months not triggering a conversion price adjustment and (B) all other all-cash distributions to all or substantially all holders of our common stock made within the preceding 12 months not triggering a conversion price adjustment, exceeds an amount equal to 10% of our market capitalization on the business day immediately preceding the day on which we declare such distribution; and

	(6)	we purchase our common stock pursuant to a tender offer (within the meaning of the U.S. federal securities laws) made by us or any of our subsidiaries to the extent that the same involves aggregate consideration that together with (A) any cash and the fair market value of any other consideration payable in respect of any tender offer by us or any of our subsidiaries for our common stock consummated within the preceding 12 months not triggering a conversion price adjustment and (B) all-cash distributions to all or substantially all holders of our common stock made within the preceding 12 months not triggering a

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		conversion price adjustment, exceeds an amount equal to 10% of our market capitalization on the expiration date of such tender offer.

In the event of:

•

any reclassification of our common stock;

•

a consolidation, merger or combination involving EMCORE; or

•

a sale or conveyance to another person of the property and assets of EMCORE as an entirety or substantially as an entirety,

in which holders of our outstanding common stock would be entitled to receive stock, other securities, other property, assets or cash for their common stock, holders of existing notes will generally be entitled to convert their existing notes into the same type of consideration received by common stockholders immediately prior to one of these types of events.

We are permitted to reduce the conversion price of the existing notes by any amount for a period of at least 20 days if our board of directors determines that such reduction would be in the best interest of EMCORE. We are required to give at least 15 days prior notice of any reduction in the conversion price. We may also reduce the conversion price to avoid or diminish income tax consequences to holders of our common stock in connection with a dividend or distribution of stock or similar event.

You may, in some circumstances, be deemed to have received a distribution or dividend subject to United States federal income taxation as a result of an adjustment or the non-occurrence of an adjustment to the conversion price.

No adjustment in the conversion price will be required unless it would result in a change in the conversion price of at least one percent. Any adjustment not made will be taken into account in subsequent adjustments. Except as stated above, we will not adjust the conversion price for the issuance of our common stock or any securities convertible into or exchangeable for our common stock or the right to purchase our common stock or such convertible or exchangeable securities.

Subordination of Existing Notes

The payment of the principal of, premium, if any, and interest on the existing notes is subordinated to the extent provided in the existing notes indenture to the prior payment in full, in cash or other payment satisfactory to the holders thereof, of all senior indebtedness, including the new notes.

Upon any distribution of our assets upon any dissolution, winding-up, liquidation or reorganization, or in bankruptcy, insolvency, receivership or similar proceedings, payment of the principal of, premium, if any, and interest on the notes is to be subordinated in right of payment to the prior payment in full, in cash or other payment satisfactory to the holders of senior indebtedness, of all senior indebtedness.

In the event of any acceleration of the existing notes because of an event of default, the holders of any senior indebtedness then outstanding would be entitled to payment in full, in cash or other payment satisfactory to the holders of senior indebtedness, of all obligations with respect to such senior indebtedness before the holders of existing notes are entitled to receive any payment or other distribution. We are required to promptly notify holders of senior indebtedness if payment of the existing notes is accelerated because of an event of default.

We may not make any payment on the existing notes if:

•

a default in the payment of designated senior indebtedness occurs and is continuing beyond any applicable period of grace; or

•

any other default occurs and is continuing with respect to designated senior indebtedness that permits holders of the designated senior indebtedness to accelerate its maturity and the trustee receives a notice of such default, which we refer to as a payment blockage notice, from any person permitted to give this notice under the indenture.

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We may resume making payments on the existing notes:

•

in the case of a payment default, when the default is cured or waived or ceases to exist; and

•

in the case of a nonpayment default, the earlier of (1) when the default is cured or waived or ceases to exist and (2) 179 days after receipt of the payment blockage notice.

No new period of payment blockage may be commenced pursuant to a payment blockage notice unless and until 365 days have elapsed since our receipt of the prior payment blockage notice.

No default that existed on the date of delivery of any payment blockage notice to the trustee shall be the basis for a subsequent payment blockage notice.

By reason of the subordination provisions described above, in the event of our bankruptcy, dissolution or reorganization, holders of senior indebtedness may receive more, ratably, and holders of the existing notes may receive less, ratably, than the other creditors of EMCORE. These subordination provisions will not prevent the occurrence of any event of default under the existing notes indenture. The existing notes indenture does not limit our ability to incur additional indebtedness, including senior indebtedness. The incurrence of significant amounts of additional debt could adversely affect our ability to service our debt, including the existing notes.

A portion of our operations are, and may in the future be, conducted through our subsidiaries. As a result, our cash flow and our ability to service our debt, including the existing notes, depend, in part, upon the earnings of our subsidiaries. In addition, we are, and may in the future be, dependent, in part, on the distribution of earnings, loans or other payments by our subsidiaries to us.

Our subsidiaries are separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts due on the existing notes or to provide us with funds for our payment obligations, whether by dividends, distributions, loans or other payments. In addition, any payment of dividends, distributions, loans or advances by our subsidiaries to us could be subject to statutory or contractual restrictions. Payments to us by our subsidiaries will also be contingent upon our subsidiaries' earnings.

Our right to receive any assets of any of our subsidiaries upon their liquidation or reorganization, and therefore the right of the holders of the existing notes to participate in those assets, will be structurally subordinated to the claims of that subsidiary's creditors, including trade creditors. In addition, even if we were a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us. As of December 31, 2003, we had approximately $75,000 of indebtedness outstanding that would constitute senior indebtedness. If the minimum 85% in principal amount of the existing notes are tendered, $75,618,128 principal amount of new notes would be outstanding and would be senior to the remaining existing notes. The existing notes indenture does not limit our ability or the ability of our subsidiaries to incur senior indebtedness or any other indebtedness.

Certain Definitions

"Designated senior indebtedness" means the credit facility and any other particular senior indebtedness that expressly provides that such senior indebtedness is "designated senior indebtedness" for purposes of the indenture.

"Indebtedness" means:

	(1)	all of our indebtedness, obligations and other liabilities, contingent or otherwise, for borrowed money, including:

•

overdrafts, foreign exchange contracts, currency exchange agreements, interest rate protection agreements, and any loans or advances from banks, whether or not evidenced by notes or similar instruments; or

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•

evidenced by a credit or loan agreement, bonds, debentures, notes or other written obligations, whether or not the recourse of the lender is to all of our assets or to only a portion thereof, other than any account payable or other accrued current liability or obligation incurred in the ordinary course of business in connection with the obtaining of materials or services;

	(2)	all of our reimbursement obligations and other liabilities, contingent or otherwise, with respect to letters of credit, bank guarantees or bankers' acceptances;

	(3)	all of our obligations and liabilities, contingent or otherwise, in respect of leases required, in conformity with generally accepted accounting principles, to be accounted for as capitalized lease obligations on our balance sheet;

	(4)	all of our obligations evidenced by a note or similar instrument given in connection with the acquisition of any businesses, properties or assets of any kind;

	(5)	all of our obligations issued or assumed as the deferred purchase price of property or services, but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business;

	(6)	all of our obligations and other liabilities, contingent or otherwise, under any lease or related document, including a purchase agreement, in connection with the lease of real property or improvements (or any personal property included as part of any such lease) which provides that we are contractually obligated to purchase or cause a third party to purchase the leased property and thereby guarantee a residual value of leased property to the lessor and all of our obligations under such lease or related document to purchase or to cause a third party to purchase the leased property (whether or not such lease transaction is characterized as an operating lease or a capitalized lease in accordance with generally accepted accounting principles);

	(7)	all of our obligations, contingent or otherwise, with respect to an interest rate currency or other swap, cap, floor or collar agreement, hedge agreement, forward contract, or other similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement;

	(8)	all of our direct or indirect guarantees or similar agreements to purchase or otherwise acquire or otherwise assure a creditor against loss in respect of indebtedness, obligations or liabilities of another person of the kind described in clauses (1) through (7); and

	(9)	any and all deferrals, renewals, extensions and refundings of, or amendments, modifications, supplements to, any indebtedness, obligation or liability of the kind described in clauses (1) through (8).

"Senior indebtedness" means the principal of, premium, if any, interest including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding, and rent payable on or in connection with, and all fees, costs, expenses and other amounts accrued or due on or in connection with, indebtedness of EMCORE whether secured or unsecured, absolute or contingent, due or to become due, outstanding on the date of the indenture or thereafter created, incurred, assumed, guaranteed or in effect guaranteed by EMCORE, including all deferrals, renewals, extensions or refundings of, or amendments, modifications or supplements to, the foregoing, unless in the case of any particular indebtedness the instrument creating or evidencing the same or the assumption or guarantee thereof expressly provides that such indebtedness shall not be senior in right of payment to the notes or expressly provides that such indebtedness is on the same basis or junior to the existing notes. Senior indebtedness does not include any indebtedness of EMCORE to any subsidiary or other affiliate of EMCORE, any obligation for federal, state, local or other taxes or trade payables.

Provisional Redemption of Existing Notes

We may redeem any portion of the existing notes at any time prior to May 20, 2004 upon at least 20 and not more than 60 days' notice by mail to the holders of the notes, at a redemption price equal to

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$1,000 per note plus accrued and unpaid interest to the redemption date if the closing price of our common stock has exceeded 150% of the conversion price for at least 20 trading days in any consecutive 30-day trading period ending on the trading day prior to the mailing of the notice of redemption.

If we redeem the existing notes under these circumstances, we will make an additional "make-whole" payment on the redeemed existing notes equal to $150.00 per $1,000 note, minus the amount of any interest actually paid on the note prior to the redemption date. We must make these "make-whole" payments on all existing notes called for redemption, including existing notes converted after the date we mailed the notice. The "make-whole" payment for notes converted shall not be reduced by accrued and unpaid interest. We may make these "make-whole" payments, at our option, either in cash or in our common stock or a combination of cash and stock, if a shelf registration covering resales of such common stock is effective and expected to remain effective and available for use for the 30 days following the redemption date. We will specify the type of consideration for the "make-whole" payment in the redemption notice. Payments made in our common stock will be valued at 97% of the average of the closing sales prices of our common stock for the five trading days ending on the day prior to the redemption date. If our issuance of common stock in satisfaction of the "make-whole" payment would result in the acquisition by any investor or group of investors of 20% or more of our common stock (or securities convertible into our common stock) or our voting power, we will be required under the rules of The Nasdaq National Market either to obtain shareholder approval for the issuance of the shares or to take steps, such as paying the "make-whole" amount in cash or deferring the "make-whole" so that no shareholder approval is required.

Optional Redemption of Existing Notes by EMCORE

Except as set forth under "Provisional Redemption," the existing notes may not be redeemed at the option of the Company prior to May 20, 2004. Thereafter the existing notes may be redeemed at the option of the Company, in whole or in part, upon not less than 20 nor more than 60 days' notice by mail to holders of the existing notes.

The redemption prices (expressed as a percentage of principal amount) are as follows for existing notes redeemed during the periods set forth below:

Period				Redemption Price
Beginning on May 20, 2004 through May 14, 2005					101.25	%
Beginning on May 15, 2005 and thereafter					100.00	%

in each case together with accrued interest up to, but not including, the redemption date; provided that if the redemption date falls after an interest payment record date and on or before an interest payment date, then the interest payment shall be payable to holders of record on the relevant record date.

If fewer than all of the existing notes are to be redeemed, the trustee will select the existing notes to be redeemed by lot, or in its discretion, on a pro rata basis. If any existing note is to be redeemed in part only, a new existing note in principal amount equal to the unredeemed principal portion will be issued. If a portion of your existing notes is selected for partial redemption and you convert a portion of your existing notes, the converted portion will be deemed to be of the portion selected for redemption.

No sinking fund is provided for the existing notes.

Purchase of Existing Notes at Your Option Upon a Change of Control

If a change of control occurs, you will have the right to require us to purchase all or any part of your notes 30 business days after the occurrence of a change of control at a purchase price equal to 100% of the principal amount of the existing notes plus accrued and unpaid interest to, but excluding, the purchase date. Notes submitted for purchase must be in a principal amount of $1,000 or integral multiples thereof.

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We will mail to the trustee and to each record holder of an existing note a written notice of the change of control within 10 business days after the occurrence of a change of control. This notice will state:

•

the terms and conditions of the change of control;

•

the procedures required for exercise of the change of control purchase feature; and

•

the holder's right to require EMCORE to purchase the existing notes.

You must deliver written notice of your exercise of this purchase right to the paying agent at any time prior to the close of business on the business day prior to the change of control purchase date. The written notice must specify the notes for which the purchase right is being exercised. If you wish to withdraw this election, you must provide a written notice of withdrawal to the paying agent at any time prior to the close of business on the business day prior to the change of control purchase date.

A change of control will be deemed to have occurred if any of the following occurs:

•

any "person" or "group" is or becomes the "beneficial owner," directly or indirectly (other than as a direct result of repurchases of stock by EMCORE or its subsidiaries), of shares of voting stock of EMCORE representing 50% or more of the total voting power of all outstanding classes of voting stock of EMCORE or such person or group (other than the management group) has the power, directly or indirectly, to elect a majority of the members of the board of directors of EMCORE; provided, that voting stock acquired in an exempt transaction shall not constitute an acquisition that would cause a change of control;

•

EMCORE consolidates with, or merges with or into, another person or EMCORE sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the assets of EMCORE, or any person consolidates with, or merges with or into, EMCORE, in any such event other than pursuant to a transaction in which (a) the persons that "beneficially owned," directly or indirectly, the shares of voting stock of EMCORE immediately prior to such transaction "beneficially own," directly or indirectly, shares of voting stock of EMCORE, representing at least a majority of the total voting power of all outstanding classes of voting stock of the surviving or transferee person, or (b) an exempt transaction occurs; or

•

EMCORE is dissolved or liquidated.

However, a change of control will not be deemed to have occurred if either:

•

the last sale price of our common stock for any five trading days during the ten trading days immediately preceding the change of control is at least equal to 105% of the conversion price in effect on such day; or

•

in the case of a merger or consolidation, all of the consideration excluding cash payments for fractional shares in the merger or consolidation constituting the change of control consists of common stock traded on a United States national securities exchange or quoted on The Nasdaq National Market (or which will be so traded or quoted when issued or exchanged in connection with such change of control) and as a result of such transaction or transactions the notes become convertible solely into such common stock.

For purposes of this change of control definition:

•

"person" or "group" have the meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term "group" includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision;

•

a "beneficial owner" will be determined in accordance with Rule 13d-3 under the Exchange Act, as in effect on the date of the indenture, except that the number of shares of voting stock of EMCORE will be deemed to include, in addition to all outstanding shares of voting stock

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of EMCORE and unissued shares deemed to be held by the "person" or "group" or other person with respect to which the change of control determination is being made, all unissued shares deemed to be held by all other persons;

•

"beneficially owned" has a meaning correlative to that of beneficial owner;

•

"exempt transaction" means any purchase from EMCORE of equity interests in EMCORE by any of Thomas Russell, The AER 1997 Trust, Robert Louis-Dreyfus, Gallium Enterprises, Inc. and Reuben Richards (the "management group"); provided that the management group does not collectively beneficially own more than 65% of the total voting power of all outstanding classes of voting stock of EMCORE following such purchase;

•

"unissued shares" means shares of voting stock not outstanding that are subject to options, warrants, rights to purchase or conversion privileges exercisable within 60 days of the date of determination of a change of control; and

•

"voting stock" means any class or classes of capital stock pursuant to which the holders of capital stock under ordinary circumstances have the power to vote in the election of the board of directors, managers or trustees of any person or other persons performing similar functions irrespective of whether or not, at the time capital stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency.

The term "all or substantially all" as used in the definition of change of control will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. There may be a degree of uncertainty in interpreting this phrase. As a result, we cannot assure you how a court would interpret this phrase under applicable law if you elect to exercise your rights following the occurrence of a transaction which you believe constitutes a transfer of "all or substantially all" of our assets.

We will:

•

comply with the provisions of Rule 13e-4 and Rule 14e-1, if applicable, under the Exchange Act;

•

file a Schedule to or any successor or similar schedule if required under the Exchange Act; and

•

otherwise comply with all federal and state securities laws in connection with any offer by us to purchase the notes upon a change of control.

This change of control purchase feature may make more difficult or discourage a takeover of EMCORE and the removal of incumbent management. However, we are not aware of any specific effort to accumulate shares of our common stock or to obtain control of us by means of a merger, tender offer, solicitation or otherwise. In addition, the change of control purchase feature is not part of a plan by management to adopt a series of anti-takeover provisions. Instead, the change of control purchase feature is a result of negotiations between us and the initial purchasers.

We could, in the future, enter into certain transactions, including recapitalizations, that would not constitute a change of control but would increase the amount of indebtedness, including senior indebtedness, outstanding or otherwise adversely affect a holder. Neither we nor our subsidiaries are prohibited from incurring indebtedness, including senior indebtedness, under the indenture. The incurrence of significant amounts of additional indebtedness could adversely affect our ability to service our debt, including the existing notes.

We may not repurchase any note at any time when the subordination provisions of the indenture otherwise would prohibit us from making such repurchase. If we fail to repurchase the notes when required, this failure will constitute an event of default under the existing notes indenture whether or not repurchase is permitted by the subordination provisions of the existing notes indenture.

If a change of control were to occur, we may not have sufficient funds to pay the change of control purchase price for the existing notes tendered by holders, particularly if a substantial amount of new

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notes also had to be repurchased under the substantially similar change of control provision in the indenture governing the new notes. In addition, we may in the future incur indebtedness that has similar change of control provisions that permit holders of that debt to accelerate or require us to repurchase that indebtedness upon the occurrence of events similar to a change of control. Our failure to repurchase the notes upon a change of control will result in an event of default under the indenture, whether or not the purchase is permitted by the subordination provisions of the existing notes indenture.

Events of Default

Each of the following constitutes an event of default under the existing notes indenture:

	(1)	we fail to pay principal or premium, if any, on any note when due, whether or not prohibited by the subordination provisions of the existing notes indenture;

	(2)	we fail to pay any interest on any note when due if such failure continues for 30 days, whether or not prohibited by the subordination provisions of the indenture;

	(3)	we fail to perform any other covenant required of us in the existing notes indenture if such failure continues for 60 days after notice is given in accordance with the existing notes indenture;

	(4)	we fail to pay the purchase price of any existing note when due, whether or not prohibited by the subordination provisions of the existing notes indenture;

	(5)	we fail to provide timely notice of a change of control; or

	(6)	certain events in bankruptcy, insolvency or reorganization of EMCORE.

If an event of default, other than an event of default described in clause (6) above, occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes may declare the principal amount of the notes to be due and payable immediately. If an event of default described in clause (6) above occurs, the principal amount of the existing notes will automatically become immediately due and payable. Any payment by us on the existing notes following any such acceleration will be subject to the subordination provisions described above.

After any such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the existing notes may, under certain circumstances, rescind and annul such acceleration.

Subject to the trustee's duties in the case of an event of default, the trustee is not obligated to exercise any of its rights or powers at the request of the holders, unless the holders have offered to the trustee reasonable indemnity.

Subject to the trustee's indemnification, the holders of a majority in aggregate principal amount of the outstanding existing notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the notes.

No holder has any right to institute any proceeding under the indenture, or for the appointment of a receiver or a trustee, or for any other remedy under the indenture unless:

•

the holder has previously given to the trustee written notice of a continuing event of default;

•

the holders of at least 25% in aggregate principal amount of the outstanding notes have made a written request and have offered reasonable indemnity to the trustee to institute such proceeding as trustee;

•

the trustee has not complied with the request within 60 days after receipt of the request and the offer of security or indemnity; and

•

the holders of a majority in principal amount of the outstanding notes have not given the trustee a direction inconsistent with the request within the 60-day period.

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However, these limitations do not apply to a suit instituted by a holder for the enforcement of payment of the principal of or any premium or interest on any note on or after the applicable due date or the right to convert the note.

Generally, the holders of not less than a majority of the aggregate principal amount of outstanding notes may waive any default or event of default unless:

•

we fail to pay principal, premium or interest on any note when due;

•

we fail to convert any note into common stock; or

•

we fail to comply with any of the provisions of the indenture that would require the consent of the holder of each outstanding note affected.

We are required to furnish to the trustee, on an annual basis, a statement by our officers as to whether or not EMCORE, to the officer's knowledge, is in default in the performance or observance of any of the terms, provisions and conditions of the indenture, specifying any known defaults.

Modification and Waiver

We and the trustee may make certain modifications and amendments to the existing notes indenture or the existing notes without notice to or the consent of any holder, including modifications or amendments to comply with the merger provisions described in the existing notes indenture, to provide for uncertificated notes in addition to or in place of certificated notes, to comply with the provisions of the Trust Indenture Act, to appoint a successor trustee, to cure any ambiguity, defect or inconsistency, or to make any other change that does not adversely affect the rights of the holders.

We and the trustee may make modifications and amendments to the existing notes indenture or the existing notes with the consent of the holders of a majority in aggregate principal amount of the outstanding existing notes.

However, neither we nor the trustee may make any modification or amendment without the consent of the holder of each outstanding existing note if such modification or amendment would:

•

change the stated maturity of the principal of or interest on any existing note;

•

reduce the principal amount of, or any premium or interest on, any existing note;

•

reduce the amount of principal payable upon acceleration of the maturity of any existing note;

•

change the place or currency of payment of principal of, or any premium or interest on, any existing note;

•

impair the right to institute suit for the enforcement of any payment on, or with respect to, any existing note;

•

modify the subordination provisions in a manner materially adverse to the holders of existing notes;

•

adversely affect the right of holders to convert existing notes other than as provided in or under the existing notes indenture;

•

reduce the percentage in principal amount of outstanding existing notes required for modification or amendment of the existing notes indenture;

•

reduce the percentage in principal amount of outstanding existing notes necessary for waiver of compliance with certain provisions of the existing notes indenture or for waiver of certain defaults; or

•

modify the foregoing requirements.

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Consolidation, Merger and Sale of Assets

We may not consolidate with or merge into any other person, in a transaction in which we are not the surviving corporation, or convey, transfer or lease our properties and assets substantially as an entirety to any successor person, unless:

•

the successor person, if any, is a corporation or limited liability company organized and existing under the laws of the United States, or any state of the United States, and assumes our obligations on the existing notes and under the existing notes indenture;

•

immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and

•

other conditions specified in the existing notes indenture are met.

Satisfaction and Discharge

We may discharge our obligations under the existing notes indenture while existing notes remain outstanding if (1) all outstanding existing notes will become due and payable at their scheduled maturity within 90 days or (2) all outstanding existing notes have been called for redemption within 90 days and in either case we have deposited with the trustee an amount sufficient to pay and discharge all outstanding existing notes on the date of their scheduled maturity or the scheduled date of redemption.

Transfer and Exchange

We have initially appointed the trustee as security registrar, paying agent and conversion agent acting through its corporate trust office. We reserve the right to:

•

vary or terminate the appointment of the security registrar, paying agent or conversion agent;

•

appoint additional paying agents or conversion agents; or

•

approve any change in the office through which any security registrar or any paying agent or conversion agent acts.

Purchase and Cancellation

All existing notes surrendered for payment, redemption, registration of transfer or exchange or conversion shall, if surrendered to any person other than the trustee, be delivered to the trustee. All existing notes delivered to the trustee shall be cancelled promptly by the trustee. No existing notes shall be authenticated in exchange for any existing notes cancelled as provided in the existing notes indenture.

We may, to the extent permitted by law, purchase existing notes in the open market or by tender offer at any price or by private agreement. Any existing notes purchased by us may, to the extent permitted by law, be reissued or resold or may, at our option, be surrendered to the trustee for cancellation. Any existing notes surrendered for cancellation may not be reissued or resold and will be promptly cancelled.

Replacement of Existing Notes

We will replace mutilated, destroyed, stolen or lost existing notes at your expense upon delivery to the trustee of the mutilated existing notes, or evidence of the loss, theft or destruction of the existing notes satisfactory to us and the trustee. In the case of a lost, stolen or destroyed existing note, indemnity satisfactory to the trustee and us may be required at the expense of the holder of such existing note before a replacement existing note will be issued.

Governing Law

The indenture existing notes and the existing notes are governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles.

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The Trustee

Wilmington Trust Company serves as the trustee under the existing notes indenture. The trustee will be permitted to deal with us and any of our affiliates with the same rights as if it were not trustee. However, under the Trust Indenture Act, if the trustee acquires any conflicting interest and there exists a default with respect to the notes, the trustee must eliminate such conflicts or resign.

The holders of a majority in principal amount of all outstanding existing notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy or power available to the trustee. However, any such direction may not conflict with any law or the existing notes indenture, may not be unduly prejudicial to the rights of another holder or the trustee and may not involve the trustee in personal liability.

Book-entry, Delivery and Form

We initially issued the existing notes in the form of one or more global securities. The global security was deposited with the trustee as custodian for DTC and registered in the name of a nominee of DTC. Except as set forth below, the global security may be transferred, in whole and not in part, only to DTC or another nominee of DTC. You may hold your beneficial interests in the global security directly through DTC if you have an account with DTC or indirectly through organizations which have accounts with DTC. Notes in definitive certificated form (called "certificated securities") will be issued only in certain limited circumstances described below.

DTC has advised us that it is:

•

a limited purpose trust company organized under the laws of the State of New York;

•

a member of the Federal Reserve System;

•

a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and

•

a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC was created to hold securities of institutions that have accounts with DTC (called "participants") and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers, which may include the initial purchasers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's book-entry system is also available to others such as banks, brokers, dealers and trust companies (called "indirect participants") that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.

We expect that pursuant to procedures established by DTC, upon the deposit of the global security with DTC, DTC will credit on its book-entry registration and transfer system the principal amount of existing notes represented by such global security to the accounts of participants. Ownership of beneficial interests in the global security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the global security will be shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants' interests), the participants and the indirect participants. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. These limits and laws may impair the ability to transfer or pledge beneficial interests in the global security.

Beneficial owners of interests in global securities who desire to convert their interests into common stock should contact their brokers or other participants or indirect participants through whom they hold such beneficial interests to obtain information on procedures, including proper forms and cut-off times, for submitting requests for conversion.

So long as DTC, or its nominee, is the registered owner or holder of a global security, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the existing notes represented by the global security for all purposes under the existing notes indenture and the existing

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notes. In addition, no beneficial owner of an interest in a global security will be able to transfer that interest except in accordance with the applicable procedures of DTC. Except as set forth below, as an owner of a beneficial interest in the global security you will not be entitled to have the existing notes represented by the global security registered in your name, will not receive or be entitled to receive physical delivery of certificated securities and will not be considered to be the owner or holder of any existing notes under the global security. We understand that under existing industry practice if an owner of a beneficial interest in the global security desires to take any action that DTC, as the holder of the global security, is entitled to take, DTC would authorize the participants to take such action and the participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

We will make payments of principal of, premium, if any, and interest on the existing notes represented by the global security registered in the name of and held by DTC or its nominee to DTC or its nominee, as the case may be, as the registered owner and holder of the global security. Neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, or interest on the global security, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of DTC or its nominee. We also expect that payments by participants or indirect participants to owners of beneficial interests in the global security held through such participants or indirect participants will be governed by standing instructions and customary practices and will be the responsibility of such participants or indirect participants. We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the global security for any existing note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or indirect participants or the relationship between such participants or indirect participants and the owners of beneficial interests in the global security owning through such participants.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.

DTC has advised us that it will take any action permitted to be taken by a holder of existing notes only at the direction of one or more participants to whose account the DTC interests in the global security is credited and only in respect of such portion of the aggregate principal amount of existing notes as to which such participant or participants has or have given such direction. However, if DTC notifies us that they are unwilling to be a depository for the global security or ceases to be a clearing agency or there is an event of default under the notes, DTC will exchange the global security for certificated securities which it will distribute to its participants and which will be legended, if required.

Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in the global security among participants of DTC, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility or liability for the performance by DTC or the participants or indirect participants of their respective obligations under the rules and procedures governing their respective operations.

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Description of Our Capital Stock

Our authorized capital stock consists of 100,000,000 shares of common stock, no par value per share, and 5,882,352 shares of preferred stock, par value $.0001 per share.

As of December 12, 2003, there were 38,244,800 shares of common stock outstanding, held of record by approximately 5,372 shareholders. The holders of common stock are entitled to one vote per share on all matters to be voted upon by the shareholders. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably dividends, if any, as may be declared from time to time by our board of directors out of funds legally available. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable, and the shares of common stock to be issued upon completion of any offering will be fully paid and non-assessable.

Our board of directors is divided into three classes. Directors are elected to serve staggered three-year terms and are not subject to removal except for cause by the vote of the holders of at least 80% of our capital stock.

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Book-Entry System—DTC

The new notes will be evidenced by a global security initially deposited with DTC, and registered in the name of Cede & Co., as DTC's nominee. Except as set forth below, the global security may be transferred only to another nominee of DTC or to a successor of DTC or its nominee.

Holders of new notes may hold their interests in the global security directly through DTC or indirectly through organizations which are participants in DTC (called "participants"). Transfers between participants will be affected in the ordinary way in accordance with DTC rules and will be settled in clearinghouse funds. The laws of some states require that some persons take physical delivery of securities in definitive form. As a result, holders may be unable to transfer beneficial interests in the global security to those persons.

Holders that are not participants may beneficially own interests in the global security held by DTC only through participants or indirect participants, including banks, brokers, dealers, trust companies and other parties that clear through or maintain a custodial relationship with a participant. So long as Cede & Co., as the nominee of DTC, is the registered owner of the global security, Cede & Co. will be considered the sole holder of the global security for all purposes. Except as provided below, owners of beneficial interests in the global security will not:

•

be entitled to have certificates registered in their names;

•

be entitled to receive physical delivery of certificates in definitive form; and

•

be considered registered holders.

We will make payments of interest on and principal of and the redemption or repurchase price of the global security to Cede & Co., the nominee for DTC, as the registered holder of the global security. We will make these payments by wire transfer of immediately available funds. Neither we, the new notes trustee nor any paying agent will have any responsibility or liability for:

•

records or payments on beneficial ownership interests in the global security; or

•

maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

We have been informed that DTC's practice is to credit participants' accounts on the payment date. These payments will be made in amounts proportionate to participants' beneficial interests in the new notes. Payments by participants to owners of beneficial interests in the new notes represented by the global security held through participants will be the responsibility of those participants.

We will send any redemption notices to Cede & Co. We understand that if less than all of the new notes are being redeemed, DTC's practice is to determine by lot the amount of the holdings of each participant to be redeemed. We also understand that neither DTC nor Cede & Co. will consent or vote with respect to the new notes. We have been advised that under its usual procedures, DTC will mail an "omnibus proxy" to us as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those participants to whose accounts the new notes are credited on the record date identified in a listing attached to the omnibus proxy.

A person having a beneficial interest in existing notes represented by the global security may be unable to pledge that interest to persons or entities that do not participate in DTC system, or to take other actions in respect of that interest, because that interest is not represented by a physical certificate.

DTC has advised us that it is:

•

a limited purpose trust company organized under the laws of the State of New York;

•

a member of the Federal Reserve System;

•

a "clearing corporation" within the meaning of the Uniform Commercial Code; and

•

a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.

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DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes to accounts of its participants. Some of the participants, together with other entities, own DTC. Indirect access to DTC system is available to others such as banks, brokers, dealers and trust companies that clear through, or maintain a custodial relationship with a participant, either directly or indirectly.

DTC is under no obligation to perform or continue to perform the above procedures. DTC may discontinue these at any time. If DTC is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within 90 days, we will cause existing notes to be issued in definitive form in exchange for the global security.

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United States Federal Income Tax Considerations

The following is a general discussion of the material U.S. federal income tax consequences to holders who exchange existing notes for new notes and shares of common stock pursuant to the exchange offer. This discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated thereunder (the "Treasury Regulations") and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change or different interpretations, possibly with retroactive effect. This discussion is for general information only and does not address all of the tax consequences that may be relevant to specific holders in light of their particular circumstances or to holders subject to special treatment under U.S. federal income tax laws (including but not limited to banks and certain other financial institutions, insurance companies, tax-exempt organizations, persons whose functional currency is not the U.S. dollar, dealers in securities or foreign currency, and persons holding existing notes that are a hedge against, or that are hedged against, currency risk or that are part of a straddle, constructive sale or conversion transaction). This discussion assumes that the existing notes, new notes and common stock are held as capital assets. No ruling has or is expected to be sought from the Internal Revenue Service (the "IRS") with respect to the exchange offer. Accordingly, no assurance can be given that the IRS will agree with the views expressed in this discussion, or that a court would not sustain a challenge by the IRS. This discussion does not address the state, local or non-U.S. tax consequences relating to the exchange offer.

As used in this discussion, the term "U.S. holder" means a beneficial owner of an existing note that is, for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other business entity treated as a corporation) created or organized in or under the laws of the United States or of any State or political subdivision thereof or therein, including the District of Columbia;

•

an estate the income of which is subject to U.S. federal income tax regardless of the source thereof, or

•

a trust with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or certain trusts that were in existence on August 20, 1996 and validly elected to be treated as a domestic trust.

The term "non-U.S. holder" means a beneficial owner of an existing note that is, for U.S. federal income tax purposes, a non-resident alien or a corporation, trust or estate that is not a U.S. holder.

The tax treatment of a partner in a partnership holding existing notes will generally depend upon the status of the partner and the activities of the partnership. A holder that is a partner in a partnership holding existing notes should consult its tax advisor regarding the tax consequences of our exchange offer.

HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES APPLICABLE TO THEM RELATING TO THE EXCHANGE OFFER, INCLUDING THE APPLICABILITY OF U.S. FEDERAL, STATE OR LOCAL TAX LAWS AND NON-U.S. TAX LAWS.

U.S. HOLDERS

Treatment of Exchange Offer.

In general.     We have received an opinion from Jenner & Block LLP, our tax counsel, that, although the issue is not free from doubt, the exchange of existing notes for new notes and common stock pursuant to the exchange offer should be treated as a tax-free recapitalization for U.S. federal income tax purposes. An opinion of counsel is not binding on the IRS or the courts, however. In general, the

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exchange will be treated as a recapitalization if the existing notes and the new notes constitute "securities." Whether a note is a security for federal income tax purposes depends upon the facts and circumstances surrounding the origin and nature of these instruments. Instruments with a term less than five years are less likely to be considered securities for tax purposes; instruments with a term of ten years or more generally are considered securities. Convertibility of a debt instrument into stock of the issuer makes "security" treatment more likely because of the holder's potential equity participation in the issuer. The existing notes have a term of five years, are convertible into our common stock and contain other indicia of a security. The new notes are seven year convertible instruments and also contain other indicia of a security. For purposes of this discussion, we assume that the existing notes and the new notes are securities, and that the exchange of existing notes for new notes and common stock will constitute a recapitalization for federal income tax purposes. There can be no assurance, however, that the IRS could not successfully assert a contrary position. If, contrary to our position, the exchange offer is not treated as a recapitalization for federal income tax purposes, the exchange could be partially or fully taxable to a U.S. holder. The exchange will be fully taxable if the existing notes are not treated as securities, and will be partially taxable (to the extent of the lesser of any gain on the exchange and the fair market value of the new notes received) if the existing notes are treated as securities but the new notes are not treated as securities.

Recapitalization.    If the exchange is treated as a recapitalization for federal income tax purposes, a U.S. holder will not recognize gain or loss (other than with respect to amounts received relating to accrued but unpaid interest or in lieu of fractional portions of new notes or common stock) on the exchange and will have a tax basis in the new notes and common stock (allocated in accordance with their respective fair market values) equal to the U.S. holder's adjusted tax basis in the existing notes exchanged therefor. A U.S. holder also will have a holding period for the new notes and common stock received in the exchange that includes the period during which the U.S. holder held the existing notes. Accrued market discount with respect to the existing notes generally will carry over to the new notes and common stock and will be taxed as ordinary income as such new notes or common stock are disposed. You should consult your tax advisor regarding the application of the market discount rules in your particular situation.

Cash payments of accrued interest on existing notes.    Cash payments received in the exchange attributable to accrued interest on existing notes are taxable as ordinary income to the extent not previously included in income.

Cash in Lieu of Fractional Portions of New Notes or Common Stock    Cash received in lieu of fractional portions of new notes or common stock in the exchange offer generally will be treated as if the fractional portion of a new note or common stock had been issued in the exchange offer and then redeemed by us for cash. In general, gain or loss will be recognized on receipt of such cash equal to the difference between (1) the amount of cash received in lieu of a fractional note or share and (2) the portion of the holder's basis in new notes or common stock that is allocable to the fractional note or share.

Tax Treatment of New Notes.

Intended treatment of the new notes as convertible debt instruments that are not "contingent payment debt instruments."    We intend to treat the new notes as convertible debt instruments that are not "contingent payment debt instruments" under the Treasury Regulations. The federal income tax treatment of the new notes (or debt instruments comparable to them) is uncertain because there is no direct authoritative guidance from the IRS. The new notes contain provisions that allow, under certain contingent circumstances for payment of amounts other than scheduled interest payments and principal at maturity. In particular, the new notes are convertible and are redeemable prior to maturity under certain market conditions. Also, we may be required to pay an early call premium that may be funded with our common stock and that may be attributed to the new notes. See "Description of New Notes." No assurance can be given that the IRS will not successfully assert that, as a result of the possibility of payments other than scheduled interest and principal at maturity, the new notes should be treated as "contingent payment debt instruments." Contingent payment debt instruments would have very different tax consequences, as highlighted below. We have not sought or received an IRS

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ruling concerning our intended tax treatment of the new notes. Accordingly, no assurance can be given that our intended treatment will be respected for federal income tax purposes.

We have received an opinion of Jenner & Block LLP, our tax counsel, that although there is substantial uncertainty, on balance it is more likely than not that the new notes will be treated as convertible debt instruments and not treated as "contingent payment debt instruments." The "CPDI Regulations" treat certain debt instruments with contingent payments as "contingent payment debt instruments." The CPDI Regulations, however, do not apply in a number of circumstances, including in the case of (i) a debt instrument that provides for one or more contingent payments but the yield can be determined, (ii) a debt instrument that provides for contingent payments merely because it provides for an option to convert the debt instrument into stock of the issuer or into cash, or (iii) an instrument with a contingency that, as of the issue date, is either "remote" or "incidental." The application of the CPDI Regulations is not clear with respect to notes such as the new notes that provide for multiple contingencies, each of which falls within one or more of the exceptions to applicability. We intend to treat the new notes as not being subject to the CPDI Regulations because (i) assuming we choose to exercise our rights with respect to the notes in a manner that minimizes the yield on the new notes, the yield can be determined based on the stated payment schedule, (ii) the option to convert should not by itself cause the CPDI Regulations to apply to the new notes and (iii) any early call premium should be treated as a payment separate from the new notes and, in any event, is remote and incidental.

Notwithstanding the above, if the new notes are determined to be "contingent payment debt instruments," then: (i) holders would be required to include amounts in taxable income each year as OID at a rate that may be significantly higher than the stated rate of interest on the new notes, whether or not actual payments of stated interest are received; (ii) the value of any stock received upon conversion of the new notes would be treated as a payment on the new notes and any gain recognized in respect thereof could be taxable as ordinary income; and (iii) any gain recognized upon a sale, exchange, redemption, or retirement of the new notes would also be treated as ordinary income. The remainder of the discussion assumes that the new notes are not contingent payment debt instruments.

Taxation of Interest on New Notes.

Except to the extent otherwise provided below, U.S. holders generally will recognize interest income on new notes in accordance with their regular method of accounting for U.S. federal income tax purposes.

General consequences of OID.    If the issue price of the new notes is less than the stated redemption price at maturity, there will be OID with respect to the new notes unless the de minimis exception applies. If the OID on a debt instrument is less than ¼ of 1 percent of the stated redemption price at maturity multiplied by the number of complete years to maturity (in the case of a new note, $17.50), the OID on the debt instrument is de minimis and will be deemed to be zero. Following the exchange offer, we will determine the issue price of the new notes as of the closing date of the exchange offer based upon fair market value. Although the new notes will not be listed on an exchange, we expect prices or trades of the new notes to be quoted similarly to the existing notes such that they will be considered "publicly traded" for federal income tax purposes and, consequently, their issue price will equal their fair market value on the closing date of the exchange offer. If there is insufficient trading or information as to the fair market value of the new notes, the issue price of the new notes will equal the fair market value of the existing notes exchanged therefor, less the fair market value of the common stock received in the exchange as of the closing date of the exchange offer. We will determine the fair market value of the new notes or, as applicable, the existing notes, as of the closing date of the exchange offer based upon available information, which may come from PORTAL, interdealer quotation systems, or the quotation systems of brokers, dealers or traders, providing pricing quotations or information concerning actual trades on or around the closing date of the exchange offer. If the new notes are treated as having OID, a U.S. holder generally must include any OID on the new notes as ordinary interest income as it accrues on a constant yield method regardless of such U.S. holder's regular method of accounting for U.S. federal income tax purposes.

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Reporting of information to U.S. holders concerning OID.    We will provide the IRS and noteholders with any information required to be reported under the Code and Treasury Regulations with respect to any accrued OID on the new notes. U.S. holders are urged to consult their tax advisors regarding the application of the OID rules to their ownership of the new notes.

Amortizable bond premium and acquisition premium.    A U.S. holder who acquires a new note at a premium (i.e., the excess of the holder's Section 171 tax basis over the note's stated redemption price at maturity) will not be subject to the OID accrual rules discussed above and may elect to amortize such premium ("Section 171 premium") from the purchase date to the note's maturity date under a constant yield method that reflects semiannual compounding based on the note's payment period. Section 171 tax basis is equal to adjusted tax basis less any value attributable to a new note's conversion feature. The premium attributable to the conversion feature generally is the excess, if any, of the new note's purchase price over what the note's fair market value would be if there were no conversion feature. Amortized Section 171 premium is treated as an offset to interest income on the note and not as a separate deduction and results in a corresponding reduction in the adjusted tax basis of such notes. The election to amortize Section 171 premium on a constant yield method, once made, applies to all debt obligations held or subsequently acquired by the electing U.S. holder on or after the first day of the first taxable year to which the election applies and may not be revoked without the consent of the IRS. If such an election to amortize Section 171 premium is not made, a U.S. holder must include all amounts of taxable interest in accordance with its regular method of tax accounting, without reduction for such premium, and may receive a tax benefit from the premium only in computing gain or loss upon a disposition of the new note.

If a U.S. holder's initial tax basis in the new notes is greater than the issue price of the new notes (generally the fair market value) but less than the stated redemption price at maturity, such U.S. holder generally will be considered to have "acquisition premium" with respect to the new notes, which may reduce the amount of OID that the U.S. holder is required to include in taxable income.

The rules regarding amortizable bond premium and acquisition premium are complex. Any U.S. holder whose new notes have or may have amortizable bond premium or acquisition premium should consult its tax advisor as to the effects of these rules on such holder.

Note, however, that the application of the rules described above would be materially affected if the new notes are "contingent payment debt instruments" subject to the CPDI Regulations. See "Treatment of Exchange Offer" above.

Sale, Exchange, Redemption, Retirement or Conversion of the New Notes.

Sale, exchange, redemption or retirement.    Except to the extent otherwise provided below, a U.S. holder generally will recognize capital gain or loss on the sale, exchange, redemption or retirement of new notes (other than by conversion into common stock) equal to the difference between the amount realized on the sale, exchange, redemption or retirement of the new notes and the U.S. holder's adjusted tax basis in the new notes. The portion of any amount attributable to accrued interest or OID will not be taken into account in computing a U.S. holder's capital gain or loss but, instead, will be recognized as ordinary income (to the extent not previously included in income). As discussed below, a U.S. holder generally will be required to treat the amount of any early call premium as ordinary income and will not take such premium into account in computing gain or loss on a new note. Except to the extent of any accrued market discount, gain or loss recognized on the sale, exchange, redemption or retirement of new notes generally will be long-term capital gain or loss if the holding period applicable to the new notes exceeds one year. Long-term capital gains of individual taxpayers are generally taxed at favorable rates. The deduction of capital losses is subject to limitations. Under the market discount rules, any gain recognized by a U.S. holder will be ordinary income to the extent of accrued market discount not previously been included in income.

Conversion of new notes.    In general, the conversion of a U.S. holder's new note into our common stock will be tax-free except to the extent of cash received in lieu of fractional shares of common stock (taxed as discussed above with respect to cash for fractional shares) and cash or common stock received as an early call premium (taxed as ordinary income). A U.S. holder's tax basis in the

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common stock received should equal the tax basis in the new notes exchanged therefor and the holding period for any stock received should have a holding period that includes the holding period applicable to the new notes converted.

Note, however, that the application of the rules described above would be materially affected if the new notes are "contingent payment debt instruments" subject to the CPDI Regulations. See "Treatment of Exchange Offer" above.

Other New Note Tax Considerations.

Early Call Premium.    Any early call premium received generally will be taxable as ordinary income in an amount equal to the sum of any cash and the fair market value of any common stock received. The holding period for any such common stock generally will begin on the date following the provisional redemption date, and the adjusted tax basis of such stock generally will equal its fair market value..

Constructive dividend.    The terms of the new notes allow for changes in the conversion price of the new notes in certain circumstances. A change in the conversion price that allows holders to receive more shares of common stock on conversion may increase the holders' proportionate interests in our earnings and profits or assets. In certain cases, a change in the conversion price, or the failure to change the conversion price, may cause holders to be treated as having received a constructive stock dividend taxable to holders but limited by the amount of our current or accumulated earnings and profits.

Common Stock.

Dividends on common stock.    Distributions, if any, with respect to our common stock will be taxable as dividend income to the extent made from our current or accumulated earnings and profits. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as a tax-free return of investment to the extent of the adjusted tax basis in the common stock, and thereafter as gain from a sale of the stock. Subject to certain holding period and other requirements, dividend income received by U.S. individuals is taxed at the same rate as long-term capital gains.

Sale or exchange of common stock.    Gain or loss recognized on a sale or exchange of our common stock will equal the difference between the amount received on such sale or exchange and the holder's adjusted tax basis in such stock. Such gain or loss generally will be long-term capital gain or loss if the U.S. holder's holding period in the common stock exceeds one year. However, under the market discount rules, any gain recognized by a U.S. holder will be ordinary income to the extent of the accrued market discount that has not previously been included in income. For these purposes, any accrued market discount that the U.S. holder had in the existing notes that carried over to the common stock received in the exchange or that carried over to the new notes (and any other accrued market discount in the new notes) and carried further to common stock as a result of a conversion will be treated as accrued market discount with respect to the common stock.

NON-U.S. HOLDERS

The following discussion is a summary of material U.S. federal income tax consequences to non-U.S. holders resulting from the exchange of existing notes for new notes and common stock pursuant to the exchange offer and the ownership and disposition of the new notes or common stock. The discussion does not apply to a non-U.S. holder who holds existing notes, new notes or common stock in connection with a U.S. trade or business, for whom the rules discussed above applicable to U.S. holders generally apply.

Treatment of Exchange Offer.    A non-U.S. holder should not be subject to U.S. tax with respect to the exchange of existing notes for new notes and common stock pursuant to the exchange offer.

Withholding tax on payments of interest and OID on new notes.    The payment of interest (including any amounts received pursuant to the exchange offer with respect to accrued interest on existing notes) and accrual of any OID on new notes generally will not be subject to U.S. federal withholding

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tax if the non-U.S. holder (i) does not own, directly or indirectly, 10% or more of the total combined voting power of all classes of our stock entitled to vote; (ii) is not a "controlled foreign corporation" that is related to us; and (iii) certain certification requirements are met.

If the above exception does not apply, U.S. federal withholding tax of 30% will apply to the payment of interest or OID. Withholding taxes may be reduced or eliminated under an applicable income tax treaty assuming a non-U.S. holder properly certifies as to its entitlement to the benefit under such treaty.

To establish an exemption from (or entitlement to reduction in) withholding, a non-U.S. holder generally must meet certain certification requirements by providing an IRS Form W-8BEN or other appropriate form establishing its non-U.S. status.

Dividends on common stock.    Dividends, if any, paid or deemed paid to a non-U.S. holder with respect to our common stock will be subject to U.S. withholding tax at a 30% rate or other lower rate under an applicable income tax treaty. In order to claim the benefits of a tax treaty, a non-U.S. holder must demonstrate its entitlement by certifying its status and eligibility for treaty benefits. In certain circumstances, an adjustment to the conversion price of the new notes could potentially give rise to a deemed distribution to non-U.S. holders. See "U.S. holders – Constructive dividend" above.

Disposition of the new notes and common stock.    Other than proceeds attributable to accrued interest or OID (which are subject to the rules described in "Withholding tax on payments of interest and OID on new notes" above), a non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized on the sale, exchange or other disposition (including the conversion of new notes pursuant to their terms) of new notes or our common stock or on any early call premiums. The above rule will not apply if (i) such holder is an individual who is present in the United States for 183 days or more in the year of such sale, exchange or redemption and certain other conditions are met (or has a "tax home" in the U.S.); or (ii) the gain is treated as effectively connected with the conduct by such holder of a U.S. trade or business.

Effectively connected income.    If any interest or OID on the new notes, dividends on our common stock, any early call premiums or gain from the sale, exchange or other disposition (including the conversion of new notes pursuant to their terms) of the new notes or common stock is treated as "effectively connected" with the conduct of a U.S. trade or business, then the income or gain will generally be subject to U.S. federal income tax at regular graduated income tax rates applicable to U.S. holders (and for corporate holders, possibly a branch profits tax as well).

Information Reporting and Backup Withholding

Payments on the new notes, any early call premiums and payments of dividends on common stock or constructive dividends on the new notes will be subject to information reporting and, possibly, "backup withholding." Backup withholding will not apply, however, to (i) exempt recipients (including corporations), (ii) U.S. holders who provide us with a properly completed IRS Form W-9 establishing an exemption from backup withholding or (iii) non-U.S. holders who provide us with a properly completed IRS Form W-8BEN (or other appropriate form) establishing their non-U.S. status.

Any amounts withheld from a payment to a holder under the backup withholding rules will be allowed as a credit against such holder's U.S. federal income tax, and may entitle such holder to a refund, provided that the required information is furnished to the IRS.

THE PRECEDING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS IS GENERALLY APPLICABLE TO BENEFICIAL OWNERS OF EXISTING NOTES THAT RECEIVE NEW NOTES AND COMMON STOCK PURSUANT TO THIS OFFERING, BUT IT IS NOT NECESSARILY APPLICABLE IN YOUR PARTICULAR CIRCUMSTANCES. YOU SHOULD CONSULT YOUR TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE EXCHANGE OFFER AND OF PURCHASING, HOLDING AND DISPOSING OF THE NEW NOTES AND OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY CHANGE OR PROPOSED CHANGE IN THE APPLICABLE LAWS.

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Legal Matters

The validity of the new notes will be passed upon for us by Jenner & Block LLP, Washington, D.C. Jenner & Block LLP, Chicago, Illinois, has acted as our special tax counsel in connection with the exchange offer. Customary legal matters will be passed upon for the dealer manager by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.

Experts

The financial statements and the related financial statement schedule incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the year ended September 30, 2003 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph referring to accounting changes), which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

Where You Can Find Additional Information

We file annual, quarterly and special reports, proxy statements and other information with the Commission. The Securities and Exchange Act file number for our Commission filings is 000-22175. You may read and copy these any document we file at the Securities and Exchange Commission's public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. You can request copies of these documents by writing to the Securities and Exchange Commission and paying a fee for the copying cost. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information about the public reference rooms. Our reports, proxy statements and other information filed with the Securities and Exchange Commission are also available to the public the Securities and Exchange Commission's web site at http://www.sec.gov. In addition, you can read and copy our filings at the office of the National Association of Securities Dealers, Inc. at 1735 K Street, Washington, D.C. 20006.

The Securities and Exchange Commission allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the Securities and Exchange Commission will automatically update and supersede this information. We incorporate by reference into this prospectus the documents listed below and any future filings made by us with the Commission prior to consummation of our exchange offer or the date of termination of our exchange offer under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act:

•

Annual Report on Form 10-K for the fiscal year ended September 30, 2003;

•

Current Report on Form 8-K filed on October 14, 2003;

•

Current Report on Form 8-K filed on November 18, 2003;

•

Current Report on Form 8-K filed on January 21, 2004; and

•

The description of our common stock in our registration statement on Form 8-A, as filed with the SEC on February 26, 1997.

You may request a copy of these filings, at no cost, by writing us at the following address or calling us at the following telephone number:

EMCORE Corporation
145 Belmont Drive
Somerset, New Jersey 08873
Attn: Chief Financial Officer
Telephone (732) 271-9090

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.

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The exchange agent for the exchange offer is:

Wilmington Trust Company

By registered and certified mail:      Christine Kushto, CCTS Financial Services Officer Wilmington Trust Company 1100 North Market Street Rodney Square North Wilmington, DE 19890-1615				By regular mail or overnight courier:      Christine Kushto, CCTS Financial Services Officer Wilmington Trust Company 1100 North Market Street Rodney Square North Wilmington, DE 19890-1615

In person by hand only:      Christine Kushto, CCTS Financial Services Officer Wilmington Trust Company 1100 North Market Street Rodney Square North Wilmington, DE 19890-1615

By facsimile transmission (for eligible institutions only):

(302) 636-4145

For information or confirmation by telephone:

(302) 636-6469

The information agent for the exchange offer is:

DF King & Co., Inc.

Banks and brokers call collect: (212) 269-5550
All others call toll free: (800) 431-9621

Any questions or requests for assistance or additional copies of this prospectus and the letter of transmittal may be directed to the information agent at its telephone number and location set forth above. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the exchange offer.

The dealer manager for the exchange offer is:

CIBC World Markets Corp.
Equity Capital Markets
417 Fifth Avenue
New York, New York 10016
(212) 667-7800

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Part II

Information Not Required in Prospectus

Item 20. Indemnification of Directors and Officers

EMCORE's Restated Certificate of Incorporation provides that the Company shall indemnify its directors and officers to the full extent permitted by New Jersey law, including in circumstances in which indemnification is otherwise discretionary under New Jersey law.

Section 14A:2-7 of the New Jersey Business Corporation Act provides that a New Jersey corporation's:

"certificate of incorporation may provide that a director or officer shall not be personally liable, or shall be liable only to the extent therein provided, to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders, except that such provision shall not relieve a director or officer from liability for any breach of duty based upon an act or omission (a) in breach of such person's duty of loyalty to the corporation or its shareholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of an improper personal benefit. As used in this subsection, an act or omission in breach of a person's duty of loyalty means an act or omission which that person knows or believes to be contrary to the best interests of the corporation or its shareholders in connection with a matter in which he has a material conflict of interest."

In addition, Section 14A:3-5 (1995) of the New Jersey Business Corporation Act (1995) provides as follows:

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

(1)    As used in this section,

(a)    "Corporate agent" means any person who is or was a director, officer, employee or agent of the indemnifying corporation or of any constituent corporation absorbed by the indemnifying corporation in a consolidation or merger and any person who is or was a director, officer, trustee, employee or agent of any other enterprise, serving as such at the request of the indemnifying corporation, or of any such constituent corporation, or the legal representative of any such director, officer, trustee, employee or agent;

(b)    "Other enterprise" means any domestic or foreign corporation, other than the indemnifying corporation, and any partnership, joint venture, sole proprietorship, trust or other enterprise, whether or not for profit, served by a corporate agent;

(c)    "Expenses" means reasonable costs, disbursements and counsel fees;

(d)    "Liabilities" means amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties;

(e)    "Proceeding" means any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding; and

(f)    References to "other enterprises" include employee benefit plans; references to "fines" include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the indemnifying corporation" include any service as a corporate agent which imposes duties on, or involves services by, the corporate agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.

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(2)    Any corporation organized for any purpose under any general or special law of this State shall have the power to indemnify a corporate agent against his expenses and liabilities in connection with any proceeding involving the corporate agent by reason of his being or having been such a corporate agent, other than a proceeding by or in the right of the corporation, if

(a)    such corporate agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and

(b)    with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such corporate agent did not meet the applicable standards of conduct set forth in paragraphs 14A:3-5(2)(a) and 14A:3-5(2)(b).

(3)    Any corporation organized for any purpose under any general or special law of this State shall have the power to indemnify a corporate agent against his expenses in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor which involves the corporate agent by reason of his being or having been such corporate agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, in such proceeding no indemnification shall be provided in respect of any claim, issue or matter as to which such corporate agent shall have been adjudged to be liable to the corporation, unless and only to the extent that the Superior Court or the court in which such proceeding was brought shall determine upon application that despite the adjudication of liability, but in view of all circumstances of the case, such corporate agent is fairly and reasonably entitled to indemnity for such expenses as the Superior Court or such other court shall deem proper.

(4)    Any corporation organized for any purpose under any general or special law of this State shall indemnify a corporate agent against expenses to the extent that such corporate agent has been successful on the merits or otherwise in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-5(3) or in defense of any claim, issue or matter therein.

(5)    Any indemnification under subsection 14A:3-5(2) and, unless ordered by a court, under subsection 14A:3-5(3) may be made by the corporation only as authorized in a specific case upon a determination that indemnification is proper in the circumstances because the corporate agent met the applicable standard of conduct set forth in subsection 14A:3-5(2) or subsection 14A:3-5(3). Unless otherwise provided in the certificate of incorporation or bylaws, such determination shall be made

(a)    by the board of directors or a committee thereof, acting by a majority vote of a quorum consisting of directors who were not parties to or otherwise involved in the proceeding; or

(b)    if such a quorum is not obtainable, or, even if obtainable and such quorum of the board of directors or committee by a majority vote of the disinterested directors so directs, by independent legal counsel, in a written opinion, such counsel to be designated by the board of directors; or

(c)    by the shareholders if the certificate of incorporation or bylaws or a resolution of the board of directors or of the shareholders so directs.

(6)    Expenses incurred by a corporate agent in connection with a proceeding may be paid by the corporation in advance of the final disposition of the proceeding as authorized by the board of directors upon receipt of an undertaking by or on behalf of the corporate agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified as provided in this section.

(7) (a)    If a corporation upon application of a corporate agent has failed or refused to provide indemnification as required under subsection 14A:3-5(4) or permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6), a corporate agent may apply to a court for an award of indemnification by the corporation, and such court

(i)    may award indemnification to the extent authorized under subsections 14A:3-5(2) and 14A:3-5(3) and shall award indemnification to the extent required under subsection 14A:3-5(4), notwithstanding any contrary determination which may have been made under subsection 14A:3-5(5); and

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(ii)    may allow reasonable expenses to the extent authorized by, and subject to the provisions of, subsection 14A:3-5(6), if the court shall find that the corporate agent has by his pleadings or during the course of the proceeding raised genuine issues of fact or law.

(b)    Application for such indemnification may be made:

(i)    in the civil action in which the expenses were or are to be incurred or other amounts were or are to be paid; or

(ii)    to the Superior Court in a separate proceeding. If the application is for indemnification arising out of a civil action, it shall set forth reasonable cause for the failure to make application for such relief in the action or proceeding in which the expenses were or are to be incurred or other amounts were or are to be paid.

The application shall set forth the disposition of any previous application for indemnification and shall be made in such manner and form as may be required by the applicable rules of court or, in the absence thereof, by direction of the court to which it is made. Such application shall be upon notice to the corporation. The court may also direct that notice shall be given at the expense of the corporation to the shareholders and such other persons as it may designate in such manner as it may require.

(8)    The indemnification and advancement of expenses provided by or granted pursuant to the other subsections of this section shall not exclude any other rights, including the right to be indemnified against liabilities and expenses incurred in proceedings by or in the right of the corporation, to which a corporate agent may be entitled under a certificate of incorporation, bylaw, agreement, vote of shareholders, or otherwise; provided that no indemnification shall be made to or on behalf of a corporate agent if a judgment or other final adjudication adverse to the corporate agent establishes that his acts or omissions (a) were in breach of his duty of loyalty to the corporation or its shareholders, as defined in subsection (3) of N.J.S. 14A:2-7, (b) were not in good faith or involved a knowing violation of law or (c) resulted in receipt by the corporate agent of an improper personal benefit.

(9)    Any corporation organized for any purpose under any general or special law of this State shall have the power to purchase and maintain insurance on behalf of any corporate agent against any expenses incurred in any proceeding and any liabilities asserted against him by reason of his being or having been a corporate agent, whether or not the corporation would have the power to indemnify him against such expenses and liabilities under the provisions of this section. The corporation may purchase such insurance from, or such insurance may be reinsured in whole or in part by, an insurer owned by or otherwise affiliated with the corporation, whether or not such insurer does business with other insureds.

(10)    The powers granted by this section may be exercised by the corporation, notwithstanding the absence of any provision in its certificate of incorporation or bylaws authorizing the exercise of such powers.

(11)    Except as required by subsection 14A:3-5(4), no indemnification shall be made or expenses advanced by a corporation under this section, and none shall be ordered by a court, if such action would be inconsistent with a provision of the certificate of incorporation, a bylaw, a resolution of the board of directors or of the shareholders, an agreement or other proper corporate action, in effect at the time of the accrual of the alleged cause of action asserted in the proceeding, which prohibits, limits or otherwise conditions the exercise of indemnification powers by the corporation or the rights of indemnification to which a corporate agent may be entitled.

(12)    This section does not limit a corporation's power to pay or reimburse expenses incurred by a corporate agent in connection with the corporate agent's appearance as a witness in a proceeding at a time when the corporate agent has not been made a party to the proceeding.

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Item 21. Exhibits and Financial Statement Schedules

(a)    Exhibits

Number				Exhibit
4.1				Restated Certificate of Incorporation, dated December 21, 2000 (incorporated by reference to Exhibit 3.1 to the registrant's annual report on Form 10-K for the fiscal year ended September 30, 2000).*
4.2				Specimen certificate for the shares of common stock (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form 3-1 (File No. 333-18565) filed with the Commission on February 24, 1997).*
4.3				Form of Indenture between the Company and Deutsche Bank Trust Company Americas, as Trustee, with respect to the New Notes.*
4.4				Form of New Note (included in Exhibit 4.3).*
4.5				Indenture, dated as of May 7, 2001, between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to the registrant's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2001).*
4.6				Note, dated as of May 7, 2001 in the amount of $175,000,000 (incorporated by reference to Exhibit 4.2 to the registrant's quarterly report of Form 10-Q for the fiscal year ended March 31, 2001).*
5.1				Opinion of Jenner & Block LLP.
8.1				Opinion of Jenner & Block LLP.
12.1				Statement re: computation of ratio of earnings to fixed charges.*
23.1				Consent of Deloitte & Touche LLP, Independent Auditors.
23.2				Consent of Jenner & Block LLP (contained in its opinion filed as Exhibit 5.1 to this Registration Statement).
23.3				Consent of Jenner & Block LLP (contained in its opinion filed as Exhibit 8.1 to this Registration Statement).
25.1				Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended.*
99.1				Form of Letter of Transmittal.
99.2				Form of Notice of Guaranteed Delivery.
99.3				Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
99.4				Form of Letter to Clients.

*	Previously filed.

Item 22. Undertakings

(a)    The undersigned registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration

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statement; provided, however, that information required to be included in a post-effective amendment by (a)(1)(i) and (a)(1)(ii) above may be contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of any employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(d)    The registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first-class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of this Registration Statement throughout the date responding to the request.

(e)    The registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this Registration Statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing and has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized in the Township of Somerset, State of New Jersey, on January 21, 2004.

EMCORE CORPORATION      By: /s/ REUBEN F. RICHARDS, JR.

Name:   Reuben F. Richards, Jr. Title:     President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registrant's Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature		Title
*		Chairman of the Board and Director
Thomas J. Russell, Ph.D
*		President, Chief Executive Officer and Director (Principal Executive Officer)
Reuben F. Richards, Jr.
*		Vice President, Chief Financial Officer, and Director (Principal Accounting and Financial Officer)
Thomas G. Werthan
*		Director
Richard A. Stall
*		Director
Robert Bogomolny
*		Director
Robert Louis-Dreyfus
*		Director
Charles T. Scott
*		Director
John Gillen

*    By:	/s/ REUBEN F. RICHARDS, JR.

Reuben F. Richards, Jr.
Attorney-in-Fact

II-6

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Exhibit Index

Number				Exhibit
4.1				Restated Certificate of Incorporation, dated December 21, 2000 (incorporated by reference to Exhibit 3.1 to the registrant's annual report on Form 10-K for the fiscal year ended September 30, 2000).*
4.2				Specimen certificate for the shares of common stock (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form 3-1 (File No. 333-18565) filed with the Commission on February 24, 1997).*
4.3				Form of Indenture between the Company and Deutsche Bank Trust Company Americas, as Trustee, with respect to the New Notes.*
4.4				Form of New Note (included in Exhibit 4.3).*
4.5				Indenture, dated as of May 7, 2001, between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to the registrant's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2001).*
4.6				Note, dated as of May 7, 2001 in the amount of $175,000,000 (incorporated by reference to Exhibit 4.2 to the registrant's quarterly report of Form 10-Q for the fiscal year ended March 31, 2001).*
5.1				Opinion of Jenner & Block LLP.
8.1				Opinion of Jenner & Block LLP.
12.1				Statement re: computation of ratio of earnings to fixed charges.*
23.1				Consent of Deloitte & Touche LLP, Independent Auditors.
23.2				Consent of Jenner & Block LLP (contained in its opinion filed as Exhibit 5.1 to this Registration Statement).
23.3				Consent of Jenner & Block LLP (contained in its opinion filed as Exhibit 8.1 to this Registration Statement).
25.1				Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended.*
99.1				Form of Letter of Transmittal.
99.2				Form of Notice of Guaranteed Delivery.
99.3				Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
99.4				Form of Letter to Clients.

*	Previously Filed

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