TRANSCRIPT

EXHIBIT 99.2
Page 1

EMCORE is not responsible for any transcription errors herein:


EMCORE CORPORATION
THIRD QUARTER
FISCAL YEAR 2004
EARNINGS CONFERENCE CALL
AUGUST 3, 2004


OPERATOR: Good morning ladies and gentlemen, welcome to the Emcore Third Quarter
Fiscal year 20004 Earnings Conference call. At this time, all participants have
been placed on a listen only mode and the floor will be open for questions
following the presentation. Also, you may listen to the webcast by logging on to
www.emcore.com. It is now my pleasure to turn the floor over to your host, Mr.
Victor Allgeier. Sir, you may begin.

VICTOR ALLGEIER: Thank you and good morning everyone. Yesterday after the close
of markets, Emcore released its fiscal 2004 Third Quarter and nine month
results. By now you should have received a copy of the press release, if you
have not received a release, please call our office at 212-227-0997. With today
from Emcore are Rueben F. Richards Jr., President and Chief Executive Officer,
Tom Werthan, Vice President and Chief Financial Officer and David Hess, Vice
President of Finance. Tom will review the financial results and Reuben will
discuss business highlights before we open the call up to your questions. Before
we begin, we would like to remind you that some of the comments made during the
conference call and some of the responses to your questions by management may
contain forward-looking statements that are subject to risk and uncertainties as
described in Emcore's earnings press release and filings with the SEC. I will
now turn the call over to Tom.

TOM WERTHAN: Thanks Vic and good morning to everyone and thank you for joining
us as we review our third fiscal quarter of 2004. Just to remind everyone,
during the first quarter of this fiscal year, we did sell our turbo disk
division so while revenues are referred to both in the quarter and historically
have been restated in accordance with GAAP to eliminate any turbo disk revenues
in order that the comparison be more meaningful to everybody. With that, let me
review out operating results for the quarter.

Revenues for the quarter came in at $21.2 million, which represents an increase
of 25% year over year but a decrease of 8% sequentially. Year to date revenues
totaled 67.5 million and that represents an increase of 56% or 24.3 million when
compared to last year and let me review the product line results. On electronic
materials revenues came in at 2.6 million, that's a 7% decrease year over year
and 12% sequential decrease. Fiber optics including our cable TV product lines
came in at 11.9 million, that's a 6% increase year over year and a 16% decrease
sequentially and finally photovoltaics revenues came in at 6.8 million, that's
123% increase year over year and 11% sequentially.

During the quarter as we indicated in our press release, we did anticipate
shipping our new transceiver products. That product did not ship because of
contaminated materials, specifically we send our lasers out for packaging and
contaminated parts related to humidity issues caused failures during our final
test procedures and we decided not to ship the finished modules. We believe the
materials and packaging issues are resolved and product shipments did commence
the week of July 12, 2004. There is a strong demand flow on this product from
our customer and we are working diligently to ramp production and meet their
shipping requests.

Gross margins of 2% were down from last year's margins of 12% and a few issues
impacted gross margins. One, obviously, was lower revenues; we absorbed less
overhead which impacts gross margins. The volumes decreased on our die and array
fiber optic lines and these product lines are very volume driven. Essentially
fab and labor costs remained pretty static so a decrease in volume negatively
affects our gross margins, but these volumes will increase this quarter. And
finally, product mix was unfavorable during the quarter. Photovoltaics revenues
as I mentioned, increased 11% and that represented 31% of our revenues and since
this is our lowest gross margin product it negatively affects our margin.



EXHIBIT 99.2
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Operating expenses for the quarter totaled $12.3 million, a sequential increase
of $900,000. The increase was all related to R&D as SG&A was essentially flat.
Included in research and development this quarter was a charge of 1.3 million
dollars related to the contaminated parts I referred to just moments ago and
indicated in our press release. Net of this charge related to the contaminated
parts, R&D would have declined by about $400,000. Separately, we have identified
opportunities in our current structure and believe we can eliminate an
additional 1.5 million per quarter over the next three to six months.

The operating loss for the quarter was 11.8 million, an increase of 3.2 million
sequentially. The gross margin impact of 2.3 million coupled with the $900,000
increase in R&D did account for the increase. Below operating expenses, interest
expense decreased by $823,000 year over year and about a half a million
sequentially and that was due to the restructuring of our debt which reduced our
debt by about 65 million dollars, the result of the exchange offer back in
February. Gelcore (sp?) is a joint venture with General Electric Lighting,
enjoyed their most profitable quarter and our portion of Gelcore's income
amounted to about $350,000.

Net loss for the quarter was about 12.5 million or 27 cents per share. This
compares to a loss of 9.2 million or 25 cents per share a year ago and a profit
of 1.8 million or 4 cents per share sequentially. Last quarter did include a net
gain on the extinguishment of debt and discontinued operations in the amount of
about 12 million, excluding this gain, which is a non GAAP presentation, net
loss last quarter would have been 10.2 million or 24 cents per share.

Let me turn to the balance sheet. Cash and cash equivalents at June 30th totaled
$58.0 million, representing a net decrease from March 31st of 12.5 million and
let me review our cash usage during the quarter. As mentioned, the decrease was
12.5 million and disbursements for non-operating items totaled about 5 million,
leaving an operational cash flow of about 7.8 million. The non-operating items
consisted of our interest on our subordinated debentures of 1.8 million, 1.7
million on capital equipment expenditures and 1.3 million for the acquisition of
Corona Optical Systems, which took place in the quarter. Unfavorable changes in
working capital contributed to the decrease.

Working capital component changes were about 3 million unfavorable, and increase
in accounts receivable of about 3 million accounts for most of it. Accounts
receivable did increase predominantly because we shipped greater than 60% of our
revenues during the last month in the quarter. Depreciation and amortization
totaled 3.7 million. Backlog at June 30th totaled 38.2 million, that's an
increase of almost 3 million since March. Orders received amounted to 24.2 while
shipments were 21.2 or book to bill was 1.13 to 1.

In summary, we are certainly disappointed with the ramp in our new 10 gig
transceiver but we are now shipping and ramping production. As mentioned, we've
identified about 1.5 million in quarterly savings which, depending on product
mix, will reduce our EBITDA to about 28 million dollars per quarter. Looking
ahead to the September quarter, we expect revenues to increase about 20% to the
25 million dollar range and with that, I'd like to turn the call over to Reuben.

REUBEN RICHARDS: Thanks Tom. I'm going to begin with some general commentary and
then move to some specific strategic and market discussions and then a product
line review. Clearly the most visible aspect of the June quarter was the supply
chain problem which caused Emcore to hold scheduled shipments of its 10 gig
ready for net transceiver and it resulted in a 4 million dollar revenue
shortfall for that product line as well as a 1.3 million charge pending returns
to the vendors and while this was a disappointment from a revenue standpoint,
the company had anticipated that fiber optic revenues for the June quarter would
have increased 13% over the previous quarter's 16 million, based on purchase
orders in hand and the customer shipment schedule. However, the company did all
the right things in response to this issue by holding shipments and working with
our vendor and our customer to achieve an optimal outcome. We have made
organizational and process changes and feel, along with




EXHIBIT 99.2
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our customer and our vendors that these issues are resolved and we began vol ume
shipments on a weekly basis beginning July 12.

On other issues, the company was able to make progress on a number of strategic
initiatives. The priorities for the June quarter were: one; execution of the
company's product strategy, particularly around 10-gig or Ethernet where Emcore
enjoys a substantial market position and product demand for Emcore's products,
which operate at 10-gig over copper, multi mode or single mode fiber is
substantial. Secondly, to improve operational efficiencies in manufacturing
profitability generally causing cash flow from operations. On the 10-gig market,
this is a market space where Emcore is seeing substantial demand for its
products from 10-gigabit toasters and roasters through OC192 transceivers. We
have recently received, and these numbers are not included in backlogs because
they don't fall within the quarter, 6 million in purchase orders through the
balance of calendar year '04. This is a significant increase over forecasted
demand for these products and calendar year '05 forecast from these - from the
three customers that we have qualified these parts with indicate a surge
available market or SAM of over 50 million and while there is no guarantee of
what percentage of that market that Emcore will get, we are currently the
primary vendor to these three customers on the OC192 link.

On the 10-gig Ethernet market, Emcore continues to be the only qualified source
of the impact modules and we expect to deliver over 10 million dollars, which is
what we have in backlog and currently in handed purchase orders over the next
two quarters on these modules.

On improving profitability, the June quarter does not reflect well as far as
this goes but we have addresses those issues and expect a significant rebound in
terms of financial performance in this September quarter. We have identified
approximately 1.5 million dollars a quarter in cost savings, much of this
through consolidation of shared services at different locations within Emcore.
We expect these savings to be realized over this quarter and next quarter and -
and as Tom pointed out, we have substantially reduced our cash break even from a
revenue standpoint.

On a product line discussion, revenues in satellite communications, revenues
continue to grow quarter over quarter, improving 11% from the previous quarter.
We expect to see a 10 to 15% sequential growth in revenues in the September
quarter. The book to bill was significant at 1.9 to 1, improving backlog over 20
million. New orders are split 70/30 government and commercial. Further,
operationally, line yields improved by 9%. In sat com, we have seen a
substantial operational turnaround in this business, from losing approximately 4
million dollars a quarter just three quarters ago to effectively break even and
we expect this operation to generate cash in this current quarter.

With regard to the new product opportunities, we are seeing tremendous interest
in Emcore's new terrestrial solar cell and concentrator technology from both
domestic and foreign customers and while it is still early in the market
development of this technology, it looks as if there will be some commercial
revenues in fiscal year '05 on a terrestrial basis.

In fiber optics, for the reasons discussed earlier, revenues were below plan at
a little under 12 million. On the digital side of the business, the book to bill
was 1.5 to 1 which, even if adjusted for the revenue shortfall would still be
better than 1.2 to 1 in terms of a book to bill. On the 10-gigabit OC192 market,
this is a market which has heated up dramatically in the last three months and
we have three customers where we are the primary vendor and as I said earlier,
have issued approximately 6 million dollars in purchase orders between now and
the end of the calendar year with substantial follow on orders thereafter.

As Tom pointed out, during the period we also acquired Corona optical Systems.
This expands Emcore's customer base among tier one customers and gives Emcore a
very efficient, ultra small form fiber optical platform for high density
switches in both the telecom and Ethernet markets. The latest 12 month revenues
for Corona were 2.9 million; the forecast going forward is approximately 4
million.




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In the analog side of the business for cable television, we met revenue
expectations and strategically we were able to expand market share in China,
which is one of the fastest growing markets for laser modules, from about 25% to
50%. We were able to penetrate new platforms at existing customers with new
product and we expect revenue ramp sequentially this quarter from last based on
these new design wins.

In general, in fiber optics, we continue to move products to contract
manufacturers in Asia as they reach critical mass in terms of unit volume and as
a results, we expect to see improved gross margins as we hit these volume
targets.

On the R/F side of the business, revenues were flat but met expectations. The
strategy here has been to take market share from some of the weaker competitors
in the market space. During the quarter, we were selected as Anadigix (sp?)
primary vendor across a broad array of products, including GSM, TMA and wireless
LAN applications. New products in the R/F side; we began during the quarter to
begin shipment of pre-production volumes, these are early stage volumes of
galleon-nitride based field effect transistors for high power and switch
applications. We expect this product line to be a significant revenue
contributor in calendar year - fiscal year '05.

And Gelcore, once again, turned in a profitable quarter as Tom pointed out, one
of the best quarters since its inception and it is on target to hit its 70 to 75
million in revenues this year. New platforms with applications in transportation
and signage display and commercial refrigeration are driving revenue growth. The
outlook for conventional lighting applications remains strong, with products
scheduled for calendar year '05 deployment.

In closing, the company is well positioned to rebound from the experience of the
June quarter with a lower cost structure, sequential revenue growth of over 20%
and substantially improved operational profitability in the September quarter.
And with that, operator, I will turn it over to Q and A.

OPERATOR: Thank you sir. The floor is now open for questions. If you do have a
question, please press *1 on your touch tone phone. If at any point your
question has been answered, you may remove yourself from the queue by pressing
the pound key. We do ask that when you pose your question, that you please pick
up the handset to provide optimum sound quality. Once again, that is *1 to ask a
question.

Our first question is coming from Pierre Macaneau of Needham and Company.

PIERRE MACANEAU: Hi Tom and Reuben.

REUBEN RICHARDS: Hey Pierre.

PIERRE MACANEAU: So can you tell us how, what is the break even for operations
and for EPS for break even revenue and also, the savings, is it going to be
mostly R&D or SG&A or equally divided somehow?

TOM WERTHAN: Pretty divided on the cost savings Pierre, it'll come from, you
know, SG&A, R&D as well as cost of goods sold. The break even from a EBITDA
standpoint is depending on product mix and we think it's going to be heavily
favored towards much higher gross margin products, specifically what Reuben
mentioned on the OC192 product line and the 10 gigabit transceiver line, the LX4
product. We can get down to about a 28 million run rate for EBITDA and our
depreciation and amortization in that is about 3.9 million. Other non-cash items
in the panel are about a half a million on that, so 4.4 million on G&A, on a 28
million run rate, given optimal product mix.

PIERRE MACANEAU: And for the EPS?

TOM WERTHAN: Obviously somewhat higher than that, with the D&A (sp?) in the
other, you should be at around 32 to 33 million.




EXHIBIT 99.2
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PIERRE MACANEAU: OK. And last thing, the recent acquisition, the Corona, if I
heard well, last quarter was 2.9 million and going forward, 4 million, correct?

TOM WERTHAN: No, no -the 2.9 million was trailing 12 months and the 4 million is
the estimate for the next 12 months.

PIERRE MACANEAU: OK and right now, is that accretive?

TOM WERTHAN: We're at about a break even right now.

PIERRE MACANEAU: OK.

TOM WERTHAN: Hoping that they ramp a little faster because they are in with some
tier one customers that have indicated product pull.

PIERRE MACANEAU: That's break even EPS?

TOM WERTHAN: Correct.

PIERRE MACANEAU: OK, thank you.

OPERATOR: Thank you, our next question is coming from Alan Wargowski (sp?) of
CIBC World Markets.

ALAN WARGOWSKI: Hi Tom. When you sold the turbo disk business, there's
provisions for Veto (sp?) to make some additional payments to you for, I guess
it's one half of your revenues - or one half of turbo disk revenues over 40
million each year for the next two years and Veto has been putting up some very
good numbers in that area with some excellent orders and back log, according to
their conference call, could you give us a little color on that please?

REUBEN RICHARDS: Sure. We still operate, you know, in the same building so we're
pretty familiar with their operations. Right now it looks like, you know, we're
pretty comfortable that we will see between 12 and 15 million come next January
from Veto on the earn out, which would leave, you know, a maximum of 5 to 8
million the following year. It is possible that it would be higher than that,
but right now it's looking, you know, between 12 and 15 million.

ALAN WARGOWSKI: And that's paid in cash at the - on the first of the year?

REUBEN RICHARDS: Actually there are options, whether it's stock or cash, but
they have indicated it would be cash.

ALAN WARGOWSKI: OK, thank you.

OPERATOR: As a reminder ladies and gentlemen, to ask a question, please press *1
on your touch-tone phone at this time. Once again, that is *1 to ask a question.
Our next question is coming from Tom Demori (sp?) of State of Wisconsin.

TOM DEMORI (SP?): Good morning. Just had a question on the supply chain issues,
you said that a vendor supplied container material and that caused a revenue
shortfall, what about any recourse to the vendor to try to recover losses as a
result of this? Are you pursuing that?

TOM WERTHAN: Yeah, it's Tom. We're -- I think we mentioned it earlier, we took a
1.3 million dollar charge during the quarter, pending returns to our supplier,
you will see us recover, you know, I would say most of that going forward. Now I
don't know if it will all be this quarter or it'll be over 2 quarters, it will
probably end up showing up as a result of cost of goods.

TOM DEMORI: OK, so the 1.3 million dollar charge is in the cost of goods sold
this quarter?




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TOM WERTHAN: No - (inaudible portion due to cross talk) back in R&D.

TOM DEMORI: It's in R&D?

TOM WERTHAN: Actually the recovery will also be R&D.

TOM DEMORI: OK.

TOM WERTHAN: I'm sorry.

TOM DEMORI: OK thank you. And well, by my calculation and your own estimate, you
are unlikely to be profitable in the next quarter even with 20 to 25% revenue
increase, or positive on the cash flow basis, well, what other actions can you
take in order to get to profitability?

TOM WERTHAN: you know, Tom - That continues to be the companies, as I said in my
comments, you know, we have - we have two priorities, one was getting the new
product technologies deployed and ramping with customers the second is to reduce
our cost structure and manufacturing - improve manufacturing efficiencies to
drive profitability. We had forecasted positive cash flow from operations for
the current quarter, meaning the quarter that we're in today, before this supply
chain issue. I would tell you I think it's - we're just one quarter delayed and
by the December quarter we should hit that profitability, cash flow
profitability from operations.

TOM DEMORI: OK, so - and much of that comes from not only revenues increasing
but also cost take outs, consolidation of facilities?

TOM WERTHAN: Yes.

TOM DEMORI: OK. Can you elaborate a little more on what kind of actions you plan
on taking to reduce your costs?

REUBEN RICHARDS: We - we have - as you heard on the call, you know, we've
identified approximately 1.5 million dollars a quarter in - in cost savings, a
number of those savings, and Tom, maybe you just want to outline the dollar
numbers, but they come out of a couple of projects in R&D which we are going to
discontinue as well as consolidation of shared services between consolidating
locations.

TOM WERTHAN: That's being tried. The other thing Tom is that we are -- have been
in the process of outsourcing a lot of our components over to Asia as that
transfers more and more we will save money because right now as we ramp up
production, we're really carrying extra overhead in our manufacturing facilities
until the transition is complete and that's, you know, going further each
quarter so we should be complete in the next, couple three months.

TOM DEMORI: OK, thank you.

TOM WERTHAN: Across the board, it's SG&A, R&D as well as manufacturing costs.
Thank you very much.

OPERATOR: Thank you. Our next question is coming from Jeffrey Lowen (sp?) of
Tuxedo RD Associates.

JEFFREY LOWEN: Good morning gentlemen.

ALL: Morning.

JEFFREY LOWEN: Could - could you clarify for me, I wasn't sure if I heard you
correctly, discuss the commercial availability in Gelcore for lighting in
calendar '05, is that what I heard you say?




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REUBEN RICHARDS: Yeah, we have - there are products currently in development
which we expect to release, I would call it, year end, you know, the December,
January - call it the January time frame, for commercial lighting applications.

JEFFREY LOWEN: And is there any provision in terms of revenue goals where GE has
the option or can exercise its option to purchase their - their minority
position?

RUEBEN RICHARDS: No.

JEFFREY LOWEN: OK great.

REUBEN RICHARDS: There is no - there are no quit or call provisions or buy out
provisions of any kind in this joint venture.

JEFFREY LOWEN: All right, thank you very much.

OPERATOR: Thank you, our next question is a follow up coming from Alan Wargowski
of CIBC World Markets.


ALAN WARGOWSKI: I have two questions, the first is do you plan to do anything
with the stock right now as far as any kind of buy backs, even a small buy back,
go ahead with that please?

REUBEN RICHARDS: You know what, currently, and again, we have this discussion
every quarter with the board. As we sit here today, the next board meeting will
be in the first week in September, we'll have that discussion again and make a
decision at that time, but as we sit here today, there is not a provision to buy
back stock, although it is something we talk about frequently.

ALAN WARGOWSKI: OK and the second question and I apologize if I missed this
earlier on the call, did you go over any estimates for Gelcore revenues or
income for the remainder of the year?

REUBEN RICHARDS: Not income but calendar year '04 is plus or minus 70 million
and it is net income positive as Tom said, the net income was about what,
700,000 last quarter, it continues - we expect it to be net income positive on
an ongoing basis.

ALAN WARGOWSKI: OK and are you any closer to making a decision as to the final
disposition of that JV?

REUBEN RICHARDS: You know, we continue to look at the strategic alternatives, we
continue to have discussions with General Electric how best to grow this
business and the strategic importance of Gelcore to the market in terms of LED
lighting but we don't have a resolution.

ALAN WARGOWSKI: OK, thank you.

OPERATOR: There are no further questions. I'll just turn the floor back over to
Rueben Richards for closing comments.

REUBEN RICHARDS: Well thank you everybody for attending the Q-3 conference call.
I think while - while from a financial standpoint it wasn't what we expected,
certainly I think the company's emerged from the quarter a stronger company, a
more cost effective and productive company. The demand for products,
particularly on the fiber optics side continues to outpace expectations and we
continue to gain market share on a number of fronts. So we are very pleased
about the business prospects. I want to emphasize that we are very cognizant
that we need to drive the profitability, we are doing that as quickly as we can
on - obviously the June quarter was a seize up in that direction but we are
still dedicated to getting that done this year. So, we look forward to the next
conference call. Thank you.




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OPERATOR: Thank you. This does conclude today's teleconference. You may
disconnect your lines at this time and have a great day. Thank you.


RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP

In his remarks set forth in this Exhibit 99.2, Mr. Werthan references R&D
expense net of charges related to contaminated parts, net income (loss)
excluding gain on debt extinguishment and discontinued operations, and
operational cash flow, each of which is a non-GAAP financial measure. A non-GAAP
financial measure is a numerical measure of a company's performance that either
excludes or includes amounts that are not normally excluded or included in the
most directly comparable measure calculated and presented in accordance with
GAAP. The Registrant believes that the additional non-GAAP measures are useful
to investors for financial analysis. Management uses these measures internally
to evaluate its operating performance and the measures are used for planning and
forecasting of future periods. However, non-GAAP measures are not in accordance
with, nor are they a substitute for, GAAP measures. The following reconciles
each non-GAAP financial measure to its most directly comparable GAAP financial
measure. Where no reconciliation is provided for a particular period, no
non-GAAP financial measures were provided for such period.