U.S. export control authorities, including the U.S. Departments of Commerce and State. Authorization may be conditioned on end-use restrictions. Failure to receive these authorizations may materially adversely affect our revenues and in turn our business, financial condition and results of operations from international sales. Compliance with government regulations may also subject us to additional fees and costs. The absence of comparable restrictions on competitors in other countries may materially adversely affect our competitive position.

Our satellite business is particularly sensitive to export control issues. All of our commercially available solar cell products are export-controlled. At present, jurisdiction over export of these items is being reviewed by the U.S. Departments of State and Commerce. During this review period, we are required to apply to the U.S. Department of State for export licenses for our solar cell products. Given the current global political climate, obtaining export licenses can be difficult and time-consuming. Failure to obtain export licenses for these shipments could significantly reduce our revenue and could materially adversely affect our business, financial condition and results of operations.

In addition, certain foreign laws and regulations place restrictions on the concentration of certain hazardous materials, including, but not limited to, lead, mercury and cadmium, in our products. Failure to comply with such laws and regulations could subject us to future liabilities or result in the limitation or suspension of the sale or production of our products. These regulations include the European Union's Restrictions on Hazardous Substances, Directive on Waste Electrical and Electronic Equipment and the directive on End of Life for Vehicles. Failure to comply with environmental and health and safety laws and regulations may limit our ability to export products to the EU and could materially adversely affect our business, financial condition and results of operations.

Our operating results could be harmed if we lose access to sole or limited sources of materials, components or services.

We currently obtain some materials, components and services used in our products from limited or single sources. For example, we obtain Germanium for our space-based solar cells from a single supplier. We generally do not carry significant inventories of any raw materials. Because we often do not account for a significant part of our suppliers' businesses, we may not have access to sufficient capacity from these suppliers in periods of high demand. For example, we recently experienced difficulties filling orders in our fiber-to-the-premises business due to limited available capacity of one of our contract manufacturers. In addition, since we generally do not have guaranteed supply arrangements with our suppliers we risk serious disruption to our operations if an important supplier terminates product lines, changes business focus, or goes out of business. Because some of these suppliers are located overseas, we may be faced with higher costs of purchasing these materials if the U.S. dollar weakens against other currencies. If we were to change any of our limited or sole source suppliers, we would be required to re-qualify each new supplier. Re-qualification could prevent or delay product shipments that could materially adversely affect our results of operations. In addition, our reliance on these suppliers may materially adversely affect our production if the components vary in quality or quantity. If we are unable to obtain timely deliveries of sufficient components of acceptable quality or if the prices of components for which we do not have alternative sources increase, our business, financial condition and results of operations could be materially adversely affected.

A failure to attract and retain technical and other key personnel could reduce our revenues and our operational effectiveness.

Our future success depends, in part, on our ability to attract and retain certain key personnel, including scientific, operational and management personnel. The competition for attracting and retaining these employees (especially scientists and technical personnel) is intense. Because of this competition for skilled employees, we may be unable to retain our existing personnel or attract additional qualified employees in the future. If we are unable to retain our skilled employees and attract additional qualified employees to the extent necessary to keep up with our business demands and changes, our business, financial condition and results of operations may be materially adversely affected.

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We depend on our management team.

We believe that our ability to successfully implement our business strategy and to operate profitably depends on the continued employment of our senior management team. If the members of the management team become unable or unwilling to continue in their present positions, our business, financial condition and results of operations could be materially adversely affected. Additionally, we generally do not enter into employment agreements with our employees.

Failure to comply with environmental and safety regulations, including through the unsuccessful control of hazardous raw materials used in our manufacturing processes, could result in costly remediation fees, penalties or damages.

We are subject to laws and regulations and must obtain certain permits and licenses relating to the use of hazardous materials. Our production activities involve the use of certain hazardous raw materials, including, but not limited to, ammonia, gallium, phosphine and arsine. If our control systems are unsuccessful in preventing a release of these materials into the environment or other adverse environmental conditions or human exposures occur, we could experience interruptions in our operations and incur substantial remediation and other costs or liabilities.

Our stock price has fluctuated and will continue to fluctuate, which could result in your losing all or a part of your investment.

The market price of our common stock has fluctuated in response to such factors as:

	•	our quarterly operating results;

	•	investor perception of us and our business;

	•	reports by analysts or news media;

	•	additions or departures of key personnel;

	•	changes in the business, earnings estimates or market perceptions of our competitors; and

	•	changes in general industry or economic conditions.

The stock market in general, and The Nasdaq National Market in particular, has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies, including companies in our industry. These fluctuations have often been unrelated or disproportionate to the operating performance of individual companies. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our business and these fluctuations could materially adversely affect our stock price.

Certain provisions of New Jersey Law and our Restated Certificate of Incorporation may make a takeover of us difficult even if such takeover could be beneficial to our shareholders.

New Jersey law and our restated certificate of incorporation contain certain provisions that could delay or prevent a takeover attempt that our shareholders may consider in their best interests. For example, we are subject to the New Jersey Shareholders’ Protection Act. This statute has the effect of prohibiting any business combination with an interested shareholder unless the transaction has been approved by our board of directors at a time before the interested shareholder had acquired a 10% ownership interest. This prohibition lasts for five years from when the shareholder became an interested shareholder and continues after that time period subject to certain exceptions. A practical consequence of this statute is that an unsolicited transaction involving us which might be of benefit to our shareholders may not occur.

In addition, 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 voting stock. In addition, approval by the holders of 80% of our voting stock is required for certain business combinations unless these transactions meet certain fair price criteria and procedural requirements or are approved by two-thirds of our continuing directors. We may in the

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future adopt other measures that may have the effect of delaying or discouraging an unsolicited takeover, even if the takeover were at a premium price or favored by a majority of our unaffiliated shareholders. Certain of these measures may be adopted without any further vote or action by our shareholders and this could depress the price of our common stock.

Our directors’ stock ownership may give them the ability to exert control over us and to influence the outcome of matters voted on by our shareholders.

Certain of our directors, specifically Thomas J. Russell, Reuben F. Richards, Jr. and Robert Louis-Dreyfus, collectively beneficially own 9,563,324 shares of our common stock, which amounts to approximately 19% of our common stock currently issued and outstanding. Accordingly, such persons hold sufficient voting power to influence our business and affairs for the foreseeable future, including the election and removal of directors, charter amendments and other matters requiring shareholder approval. This concentration of ownership may also have the effect of delaying, deferring or preventing a change in control of us, which could materially adversely affect our stock price by discouraging third party investors from making takeover offers. In addition, the interests of these shareholders may not always coincide with the interests of our other shareholders.

Our stock price could be adversely affected by the issuance of preferred stock.

Our board of directors is authorized to issue up to 5,882,352 shares of preferred stock with such dividend rates, liquidation preferences, voting rights, redemption and conversion terms and privileges as our board of directors, in its sole discretion, may determine. The issuance of shares of preferred stock may result in a decrease in the value or market price of our common stock, or our board of directors could use the preferred stock to delay or discourage hostile bids for control of us in which shareholders may receive premiums for their common stock or to make our possible sale or the removal of our management more difficult. The issuance of shares of preferred stock could adversely affect the voting and other rights of the holders of common stock and may depress the price of our common stock.

We do not intend to pay cash dividends on our common stock in the foreseeable future, and therefore only appreciation of the price of our common stock will provide a return to our shareholders.

We currently anticipate that we will retain all future earnings, if any, to finance the growth and development of our business. We do not intend to pay cash dividends in the foreseeable future. As a result, only appreciation of the price of our common stock, which may not occur, will provide a return to our shareholders.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to the other information contained or incorporated by reference in this prospectus, you should carefully consider the risk factors beginning on page 2 of this prospectus in evaluating whether to purchase our common stock. Some of the statements in this prospectus and the documents incorporated herein by reference constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business, relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of our business or our industry to be materially different from those expressed or implied by any forward-looking statements. Such statements include, in particular, projections about our future results included in our Exchange Act reports, statements about our plans, strategies, business prospects, changes and trends in our business and the markets in which we operate as described in this prospectus and the documents incorporated herein by reference. These forward-looking statements may be identified by the use of terms and phrases such as ‘‘expects,’’ ‘‘anticipates,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘targets,’’ ‘‘can,’’ ‘‘may,’’ ‘‘could,’’ ‘‘will,’’ and variations of these terms and similar phrases. The information contained or incorporated by reference in this prospectus includes forward-looking statements concerning:

	•	our ability to remain competitive and a leader in our industry and the future growth of the company, the industry, and the economy in general;

	•	our ability to achieve structural and material cost reductions without impacting product development or manufacturing execution;

	•	expected improvements in our product and technology development programs;

	•	our ability to successfully develop, introduce, market and qualify new products, including our terrestrial solar products;

	•	our ability to identify and acquire and suitable acquisition targets and difficulties in integrating recent or future acquisitions into our operations;

	•	other risks and uncertainties described in our filings with the SEC such as: cancellations, rescheduling, or delays in product shipments; manufacturing capacity constraints; lengthy sales and qualification cycles; difficulties in the production process; changes in semiconductor industry growth; increased competition; delays in developing and commercializing new products; and other factors.

Neither management nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. All forward-looking statements in this prospectus are made as of the date hereof, based on information available to us as of the date hereof, and we caution you not to rely on these statements without also considering the risks and uncertainties associated with these statements and our business that are addressed in this prospectus. Certain of the information included in this prospectus may supersede or supplement forward-looking statements in our Exchange Act reports incorporated herein by reference. We assume no obligation to update any forward-looking statement.

USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of common stock by the selling shareholders in this offering.

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SELLING SHAREHOLDERS

The following table sets forth certain information with respect to each of the selling shareholders, which consist of the entities and individuals shown under the column ‘‘Selling Shareholder.’’

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include shares of common stock issuable upon the exercise of stock options that are immediately exercisable or exercisable within 60 days. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose. For purposes of computing the percentage of outstanding shares held by a person or group of persons named below, any security which such person has the right to acquire within 60 days is deemed to be outstanding for the purpose of computing the percentage ownership of such person or persons, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. As a result, the denominator used in calculating the beneficial ownership among our shareholders may differ.

The selling shareholders may offer shares under this prospectus from time to time and may elect to sell none, some or all of the shares set forth below. As a result, we cannot estimate the number of shares of our common stock that the selling shareholders will beneficially own after termination of sales under this prospectus. The information set forth in the table below regarding the beneficial ownership after resale of shares is based on the assumption that each selling shareholder will sell all of its shares of common stock covered by this prospectus. In addition, the selling stockholders may have sold, transferred or otherwise disposed of all or a portion of its shares of our common stock since the date on which it provided information for this table. Unless otherwise indicated, the address of each of the beneficial owners is c/o EMCORE Corporation, 145 Belmont Drive, Somerset, NJ 08873.

Selling Shareholder			Shares of Common Stock Beneficially Owned Prior to Offering												Number of Shares of Common Stock Included is this Offering						Shares of Common Stock Beneficially Owned After the Offering
			Number						Percent						Number						Number						Percent
Force, Inc.					240,000							*					240,000						0							*
Phasebridge, Inc.					128,205							*					128,205						0							*
Advent Private Equity Fund II 'A'					20,122							*					20,122						0							*
Advent Private Equity Fund II 'B'					12,272							*					12,272						0							*
Advent Private Equity Fund II 'C'					18,270							*					18,270						0							*
Advent Private Equity Fund II 'D'					4,339							*					4,339						0							*
Alloy Annex I, L.P.					57,014							*					57,014						0							*
Alloy Corporate 2000, L.P.					7,207							*					7,207						0							*
Alloy Investors 2000, L.P.					12,365							*					12,365						0							*
Alloy Partners 2000, L.P.					3,073							*					3,073						0							*
Alloy Ventures 2000, L.P.					59,973							*					59,973						0							*
AMA98 Corporate, L.P.					721							*					721						0							*
AMA98 Investors, L.P.					902							*					902						0							*
AMA98 Partners, L.P.					363							*					363						0							*
AMA98 Ventures, L.P.					6,012							*					6,012						0							*
Andrei Manoliu					5,476							*					5,476						0							*
Anvest, L.P.					1,659							*					1,659						0							*
Bessec Ventures V, L.P.(1)					19,799							*					19,799						0							*
Bessemer Venture Partners V, L.P.					29,699							*					29,699						0							*
Bessemer Venture Investors II, L.P.					4,442							*					4,442						0							*
Bookman Family Limited Partnership					836							*					836						0							*
Brad Jeffries					2,952							*					2,952						0							*
BVE 2001 (Q) LLC					8,973							*					8,973						0							*

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Selling Shareholder			Shares of Common Stock Beneficially Owned Prior to Offering												Number of Shares of Common Stock Included is this Offering						Shares of Common Stock Beneficially Owned After the Offering
			Number						Percent						Number						Number						Percent
BVE 2001 LLC					545							*					545						0							*
Catherine Lego(2)					2,109							*					2,109						0							*
Christopher L. Kaufman Trust SP Dated 4/12/88					340							*					340						0							*
Dan Rubin					1,645							*					1,645						0							*
David E. Sweet and Robin T. Sweet as Trustees of The David and Robin Sweet Living Trust Dated 7/6/04					463							*					463						0							*
David L. Anderson, Trustee, The Anderson Living Trust, U/A/D 1/22/98					3,163							*					3,163						0							*
Derek Oppen					2,530							*					2,530						0							*
Fieldhelm Limited					16,897							*					16,897						0							*
G. Leonard Baker, Jr. and Mary Anne Baker, Co-Trustees of The Baker Revocable Trust, U/A/D 2/3/03					1,026							*					1,026						0							*
Glen Yonekura					782							*					782						0							*
Gregory P. and Sarah J.D. Sands, Trustees, The Gregory P. and Sarah J.D. Sands Trust Agreement dated 2/24/99					800							*					800						0							*
Harmeet Dhillon					126							*					126						0							*
Harry Stylli					80							*					80						0							*
Inder Singh					400							*					400						0							*
Intel Capital Corporation					29,611							*					29,611						0							*
JAFCO America Technology Affiliates Fund III, L.P.					1,082							*					1,082						0							*
JAFCO America Technology Cayman Fund III, L.P.					9,075							*					9,075						0							*
JAFCO America Technology Fund III, L.P.					9,945							*					9,945						0							*
JAFCO USIT Fund III, L.P.					4,389							*					4,389						0							*
James C. Gaither					652							*					652						0							*
James N. White and Patricia A. O'Brien as Trustees of the White Family Trust, U/A/D 4/3/97					1,203							*					1,203						0							*
JDS Uniphase Corporation					42,181							*					42,181						0							*
Jeffrey W. Bird and Christina R. Bird as Trustees of Jeffrey W. Bird and Christna R. Bird Trust Agreement Dated 10/31/00					1,283							*					1,283						0							*
John C. Major Family 2000 Trust					4,218							*					4,218						0							*
John Lopez					503							*					503						0							*
John Teegen					846							*					846						0							*
Kirk Freeman					101							*					101						0							*
Lawrence Ebringer					3,786							*					3,786						0							*
Leighton Read					218							*					218						0							*
Lynne M. Brown					115							*					115						0							*
Narinder Kapany					8,436							*					8,436						0							*
Patricia Tom					58							*					58						0							*
Peter Loukianoff					80							*					80						0							*
Raj Kapany					10,902							*					10,902						0							*
Richard Pantell					80							*					80						0							*
Robert Corona					80							*					80						0							*
Robert C. Wilson Revocable Trust, dated Sept. 26, 1996, Robert C. Wilson, Trustee					240							*					240						0							*
Ronald D. Bernal and Pamela M. Bernal as Trustees of The Bernal Family Trust U/D/T 11/3/1995					802							*					802						0							*
Saunders Holdings, L.P.					3,319							*					3,319						0							*

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Selling Shareholder			Shares of Common Stock Beneficially Owned Prior to Offering												Number of Shares of Common Stock Included is this Offering						Shares of Common Stock Beneficially Owned After the Offering
			Number						Percent						Number						Number						Percent
Sutter Hill Entrepreneurs Fund (AI) L.P.					659							*					659						0							*
Sutter Hill Entrepreneurs Fund (QP) L.P.					1,669							*					1,669						0							*
Sutter Hill Ventures, a California Limited Partnership					65,114							*					65,114						0							*
Tench Coxe and Simone Otus Coxe, Co-Trustees of The Coxe Revocable Trust (4/23/98)					3,801							*					3,801						0							*
Tench Coxe, Trustee, The Tamerlane Charitable Remainder Unitrust					2,821							*					2,821						0							*
The Photonics Fund, L.P.					25,309							*					25,309						0							*
VP Company Investments 2004, LLC					340							*					340						0							*
Wells Fargo Bank, N.A. fbo SHV Profit Sharing Plan fbo Michele Y. Phua					41							*					41						0							*
Wells Fargo Bank, N.A. fbo SHV Profit Sharing Plan fbo Robert Yin					58							*					58						0							*
Wells Fargo Bank, N.A. fbo SHV Profit Sharing Plan fbo Sherryl W. Hossack					232							*					232						0							*
William H. Younger, Jr. Trustee, The Younger Living Trust, U/A/D 1/20/95					3,895							*					3,895						0							*

*	Less than 1%

(1)

Robert P. Goodman, Robin S. Chandra, J. Edmund Colloton and David J. Cowan, who are the Executive Managers of Deer V & Co. LLC, the General Partner of Bessec Ventures V L.P., Bessemer Venture Partners V L.P., Bessemer Venture Investors II L.P., BVE 2001 (Q) LLC and BVE 2001 LLC, share voting and dispositive power over the shares of EMCORE common stock held by Bessec Ventures V L.P., Bessemer Venture Partners V L.P., Bessemer Venture Investors II L.P., BVE 2001 (Q) LLC and BVE 2001 LLC. These individuals disclaim beneficial ownership of the shares of EMCORE common stock held by Bessec Ventures V L.P., Bessemer Venture Partners V L.P., Bessemer Venture Investors II L.P., BVE 2001 (Q) LLC and BVE 2001 LLC except to the extent of their pecuniary interest in such shares.

(2)	Catherine Lego is also the General Partner of The Photonics Fund, L.P. which is the beneficial owner of an additional 25,309 shares of EMCORE common stock.

The selling shareholders have not held any position or office with, or have otherwise had a material relationship with, us or any of our subsidiaries within the past three years, except that Mr. Raj Kapany provided certain services to us following the merger of one of our wholly-owned subsidiaries into K2 Optronics, Inc. and currently provides consulting services to us pursuant to the terms of a Consulting Services Agreement.

PLAN OF DISTRIBUTION

We are registering the shares on behalf of the selling shareholders and we anticipate keeping this registration statement effective for a period of one year from its effective date, subject to extension by the number of days that use of this registration statement is suspended due to pending material corporate developments. Each selling shareholder and any of its transferees who are affiliates, or any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of its shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at fixed or negotiated prices. The shares of common stock may be sold by the selling shareholders directly to one or more purchasers, through agents designated from time to time or to or through broker-dealers designated from time to time. In the event the shares of common stock are publicly offered through broker-dealers or agents, the selling shareholders

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may enter into agreements with respect thereto. The selling shareholders may also transfer, devise or gift these shares by other means not described in this prospectus. The selling shareholders may also use any one or more of the following methods when selling shares:

	•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	•	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	•	an exchange distribution in accordance with the rules of the applicable exchange;

	•	privately negotiated transactions;

	•	short sales;

	•	broker-dealers may agree with the selling shareholder to sell a specified number of such shares at a stipulated price per share;

	•	a combination of any such methods of sale; or

	•	any other method permitted pursuant to applicable law.

In connection with the sale of the common stock or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented to reflect such transaction). The selling shareholders may also engage in short sales against the box, puts and calls, loans or pledges and other transactions in our securities or derivatives of our securities and may sell or deliver shares in connection with these trades.

Broker-dealers engaged by the selling shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.

In addition to selling their shares under this prospectus, the selling shareholders also may resell all or a portion of their shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided they meet the criteria and conform to the requirements of that rule. In addition, the selling shareholders may transfer or assign their shares of common stock other than under this prospectus or in reliance upon Rule 144 under the Securities Act, provided the person acquiring the shares agrees to be bound by the terms of the registration rights agreement between us and the selling shareholder, in which case, upon notification of such transfer, we will file, to the extent required, a supplement to this prospectus disclosing all required information and the transferees and assignees will be the selling beneficial owner for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus.

The selling shareholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be ‘‘underwriters’’ within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. We have agreed to indemnify the selling shareholders against certain liabilities, and the selling shareholders have agreed to indemnify us against certain liabilities, including liabilities arising under the Securities Act. The selling shareholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares against certain liabilities, including liabilities arising under the Securities Act.

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Because the selling shareholders may be deemed to be ‘‘underwriters’’ within the meaning of Section 2(11) of the Securities Act, the selling shareholders will be subject to the prospectus delivery requirements of the Securities Act, which may include delivery through the facilities of Nasdaq. The anti-manipulative provisions of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates.

The selling shareholders have advised us that, as of the date of this prospectus, they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities, nor is there an underwriter or coordinating broker acting in connection with the proposed sale of shares by the selling shareholders. However, the selling shareholders may enter into agreements, understandings or arrangements with underwriters or broker dealers regarding the sale of their securities and upon notification by any selling shareholder that any material arrangement has been entered into with a broker-dealer or underwriter for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required, disclosing all required information.

We will pay all registration and filing fees (including all expenses incident to filing with The Nasdaq National Market and any securities exchange), printing expenses, fees and disbursements of our counsel, fees of our independent auditors and accountants, expenses of any regular or special audits incident to or required by any such registration and expenses of complying with the securities or blue sky laws of any jurisdictions. We shall not be responsible for, and the selling shareholders shall pay, all underwriters’ discounts or commissions and the fees and expenses of the selling shareholders’ counsel.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon by Howard W. Brodie, Esq.

EXPERTS

The financial statements and management’s report on the effectiveness of internal control over financial reporting incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

INTERESTS OF NAMED EXPERTS AND COUNSEL

An opinion concerning the validity of the issuance of shares of our common stock has been passed upon for us by Howard W. Brodie, Esq., our Executive Vice President and Chief Legal Officer. See Exhibit 5.1 to this Registration Statement. Mr. Brodie beneficially owns 138,756 shares of our common stock, which includes options to purchase 135,000 shares.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly, and current reports and other information with the Securities and Exchange Commission. You may read and copy any document that we file at the Public Reference Room of the SEC located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically, including EMCORE. We are not incorporating the contents of the SEC website into this prospectus. Certain of our filings may also be found on our website, www.EMCORE.com, under the heading ‘‘Investor.’’ We are not incorporating the contents of our website into this prospectus.

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We have filed with the SEC a registration statement on Form S-3 (together with all amendments and exhibits, the ‘‘registration statement’’) under the Securities Act of 1933, as amended with respect to the offering of common stock. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement. Certain parts of the registration statement are omitted from the prospectus in accordance with the rules and regulations of the SEC.

Our common stock is listed on The Nasdaq National Market and similar information can be inspected and copied at the offices of the National Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.

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INCORPORATION BY REFERENCE

We have filed a registration statement under the Securities Act with the SEC with respect to the common stock offered under this prospectus. This prospectus is a part of the registration statement. However, it does not contain all of the information contained in the registration statement and its exhibits. You should refer to the registration statement and its exhibits for further information about us and the common stock offered under this prospectus.

The SEC allows us to ‘‘incorporate by reference’’ the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We have filed the following documents with the SEC and they are incorporated by reference into this prospectus:

	•	our Annual Report on Form 10-K for the fiscal year ended September 30, 2005 filed on December 14, 2005;

	•	our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2005 filed on February 9, 2006;

	•	our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006 as amended on Form 10-Q/A filed on May 25, 2006;

	•	our Current Reports on Form 8-K filed on October 25, 2005, November 16, 2005, January 19, 2006, February 2, 2006, February 17, 2006 (Items 1.01 and 9.01 only), March 1, 2006, March 6, 2006 and May 17; and

	•	our Registration Statement on Form 8-A, filed with the SEC on February 26, 1997 (File Number 0-22175).

Please note that all other documents and reports filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act following the date of this prospectus and prior to the termination of this offering will be deemed to be incorporated by reference into this prospectus and to be made a part of it from the date of the filing of our reports and documents.

We will provide, without charge, upon written or oral request, a copy of any or all of the documents incorporated herein by reference. You should direct requests for documents to:

EMCORE Corporation
145 Belmont Drive
Somerset, New Jersey 08873
Attention: Investor Relations
(732) 271-9090

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.    Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses to be incurred in connection with the offering described in the Registration Statement:

Securities and Exchange Commission registration fee				$	865.77
Legal fees and expenses					75,000.00
Accounting fees and expenses					25,000.00
Miscellaneous					5,000.00
Total				$	105,865.77

ITEM 15.    Indemnification of Directors and Officers.

The Company’s Restated Certificate of Incorporation and By-Laws include provisions (i) to reduce the personal liability of the Company’s directors for monetary damage resulting from breaches of their fiduciary duty, and (ii) to permit the Company to indemnify its directors and officers to the fullest extent permitted by New Jersey law. The Company has obtained directors’ and officers’ liability insurance that insures such persons against the costs of defense, settlement, or payment of a judgment under certain circumstances. There is no pending litigation or proceeding involving any director, officer, employee, or agent of the Company as to which indemnification is being sought. The Company is not aware of any pending or threatened litigation that might result in claims for indemnification by any director or executive officer.

ITEM 16.    Exhibits.

Please see exhibit index immediately following signature page.

ITEM 17.    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 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 statement;

Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post−effective amendment by those paragraphs is contained in reports

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filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(b) The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes 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.

(d) The undersigned 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 section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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.

(e) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and 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 Act 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 it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(f) The undersigned registrant hereby undertakes that:

(1) for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, EMCORE Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Somerset, and State of New Jersey, on the 7^th day of July, 2006.

EMCORE CORPORATION

/s/ Reuben F. Richards, Jr.

Reuben F. Richards, Jr. President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas G. Werthan and Howard W. Brodie, Esq., and each of them, his or her true and lawful attorney-in-fact and agent, with full power and substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including any and all pre-effective and post-effective amendments), any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on July 7, 2006 by the following persons in the capacities indicated.

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

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EXHIBIT INDEX

Exhibit Number									Exhibit
	4	.1				—			Restated Certificate of Incorporation, dated December 21, 2000 (incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2000)
	4	.2				—			Amended By-Laws, as amended through December 21, 2000 (incorporated by reference to Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2000)
	4	.3				—			Specimen certificate for shares of common stock (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-18565) filed with the Commission on February 24, 1997)
	4	.4				—			Registration Rights Agreement dated as of January 12, 2006, by and among EMCORE Corporation and the former stockholders of K2 Optronics, Inc., listed on Schedule A thereto
	4	.5				—			Registration Rights Agreement dated as of December 18, 2005, by and between EMCORE Corporation, and Force, Inc.
	4	.6				—			Registration Rights Agreement dated as of November 8, 2005, by and between EMCORE Corporation, and Phasebridge, Inc.
	5	.1				—			Opinion of Howard W. Brodie, Esq.
	23	.1				—			Consent of Deloitte & Touche LLP
	23	.2				—			Consent of Howard W. Brodie, Esq. (included in Exhibit 5.1)
	24	.1				—			Power of Attorney (included on signature page)

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