424B4: Prospectus filed pursuant to Rule 424(b)(4)

Filed Pursuant to Rule 424(b)(4)
Registration No. 333-65526

PROSPECTUS

$175,000,000

EMCORE CORPORATION

5% CONVERTIBLE SUBORDINATED NOTES DUE 2006 AND
THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES

We issued the notes in a private placement in May 2001. This prospectus
will be used by selling securityholders to resell their notes and the common
stock issuable upon conversion of their notes.

The notes are convertible, at the option of the holder, at any time on or
prior to maturity into shares of our common stock. The notes are convertible at
a conversion price of $48.7629 per share, which is equal to 20.5074 shares per
$1,000 principal amount of notes, subject to adjustment. We will pay interest on
the notes on May 15 and November 15 of each year, beginning November 15, 2001.
The notes will mature on May 15, 2006, unless earlier converted or redeemed.

We may redeem some or all of the notes at any time before May 20, 2004 at a
redemption price of $1,000 per $1,000 principal amount of notes, plus accrued
and unpaid interest, if any, to the redemption date, if (a) the closing price of
our common stock has exceeded 150% of the conversion price then in effect for at
least 20 trading days within a period of 30 consecutive trading days ending on
the trading day before the date of mailing of the provisional redemption notice
and (b) the shelf registration statement covering resales of the notes and the
common stock issuable upon conversion of the notes is effective and available
for use and is expected to remain effective and available for use for the 30
days following the provisional redemption date, unless registration is no longer
required. We will make an additional payment in cash or common stock with
respect to the notes called for provisional redemption in an amount equal to
$150.00 per $1,000 principal amount of notes, less the amount of any interest
actually paid on the notes before the date of redemption. We may redeem some or
all of the notes at any time on or after May 20, 2004 at the redemption prices
described in this prospectus.

Our common stock is quoted on the Nasdaq National Market under the symbol
"EMKR." On August 29, 2001, the last reported sale price of the common stock on
the Nasdaq National Market was $15.30 per share.

Investing In The Securities Offered Hereby Involves A High Degree Of Risk. See
"Risk Factors" Beginning On Page 10.

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS AUGUST 31, 2001



TABLE OF CONTENTS

PAGE
----

ABOUT THIS PROSPECTUS........................................................3

WHERE YOU CAN FIND MORE INFORMATION..........................................3

INCORPORATION BY REFERENCE...................................................3

FORWARD-LOOKING STATEMENTS...................................................4

SUMMARY......................................................................5

RISK FACTORS................................................................10

USE OF PROCEEDS.............................................................19

RATIO OF EARNINGS TO FIXED CHARGES..........................................19

DESCRIPTION OF THE NOTES....................................................20

DESCRIPTION OF CAPITAL STOCK................................................35

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS..............................35

PLAN OF DISTRIBUTION........................................................40

SELLING SECURITYHOLDERS.....................................................43

LEGAL MATTERS...............................................................44

EXPERTS.....................................................................44





2

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with
the SEC using a "shelf" registration process. Under this shelf registration
process, selling securityholders may, from time to time, resell their notes, and
the common stock issuable upon the sale of their notes, in one or more
offerings. Please carefully read both this prospectus and any applicable
prospectus supplement together with additional information described under the
headings "Where You Can Find More Information" and "Incorporation by Reference."

You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this prospectus. This
prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any securities in any jurisdiction where it is unlawful to do so. You should
not assume that the information contained in this prospectus is accurate as of
any date other than its date, and neither the delivery of this prospectus nor
the sale of securities hereunder shall create any implication to the contrary.

In this prospectus, the "Company," "EMCORE," "we," "us" and "our" refer to
EMCORE Corporation, and its subsidiaries.

Each trademark, trade name or service mark of any other company appearing
in this prospectus belongs to its holder.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC under the Exchange Act. The Exchange Act file number
for our SEC filings is 000-22175. You may read and copy any document we file at
the following SEC public reference rooms:

Judiciary Plaza 500 West Madison Street 7 World Trade Center
450 Fifth Street, N.W 14th Floor Suite 1300
Rm. 1024 Chicago, Illinois 60661 New York, New York 10048
Washington, D.C. 20549

You may obtain information on the operation of the public reference room in
Washington, D.C. by calling the SEC at 1-800-SEC-0330. We file information
electronically with the SEC. Our SEC filings are available from the SEC's
Internet site at HTTP://WWW.SEC.GOV, which contains reports, proxy and
information statements and other information regarding issuers that file
electronically.

INCORPORATION BY REFERENCE

We can disclose important information to you by referring you to those
documents that we have previously filed with the SEC or documents that we will
file with the SEC in the future. The information incorporated by reference is
considered to be part of this prospectus, and information in documents that we
file later with the SEC will automatically update and supersede information in
this prospectus. We incorporate by reference the documents listed below into
this prospectus, and any future filings made by us with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), until we terminate this offering and the option we have
granted to the initial purchasers expires or is exercised. The documents we
incorporate by reference are:

1. The description of our common stock in our Registration Statement on
Form 8-A, as filed with the SEC on February 26, 1997;

2. Our annual report on Form 10-K for the fiscal year ended September 30,
2000 (except for Part IV Item 14(a)(2) Schedule I);

3. Our quarterly reports on Form 10-Q for the fiscal quarters ended
December 31, 2000, March 31, 2001 and June 30, 2001; and





3
4. Our definitive proxy materials on Schedule 14A as filed with the SEC on
January 26, 2001.

We furnish our stockholders with annual reports that contain audited
financial statements.

We will provide to you, without charge, a copy of any and all of the
documents or information referred to above that we have incorporated by
reference in this prospectus (other than exhibits to the documents unless those
exhibits are specifically incorporated by reference into this prospectus).
Requests for such copies should be directed to the following address:

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

This prospectus is part of a registration statement that we filed with the
SEC. You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of that document.

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. We have
based these forward-looking statements largely on our current expectations and
projections about future events and financial trends affecting the financial
condition of our business. These forward-looking statements are subject to a
number of risks, uncertainties and assumptions about us, including, among other
things:

o general economic and business conditions, both nationally and in our
markets;

o our expectations and estimates concerning our future financial
performance, financing plans and the effect of competition;

o anticipated trends in the compound semiconductor wafers and devices
business;

o existing and future regulations affecting the compound semiconductor
wafers and devices business; and

o other risk factors set forth in the "Risk Factors" section of this
prospectus.

In addition, in this prospectus, the words "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect" and similar
expressions, as they relate to us, our business or our management, are intended
to identify forward-looking statements.



4

SUMMARY

THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY,
INCLUDING THE INCORPORATED FINANCIAL STATEMENTS AND RELATED NOTES, BEFORE MAKING
AN INVESTMENT. UNLESS THE CONTEXT OTHERWISE REQUIRES, IN THIS PROSPECTUS, THE
"COMPANY," "EMCORE," "WE," "US," AND "OUR" REFER TO EMCORE CORPORATION AND ITS
SUBSIDIARIES.

COMPANY OVERVIEW

We design, develop and manufacture compound semiconductor wafers and
devices and are a leading developer and manufacturer of the tools and
manufacturing processes used to fabricate compound semiconductor wafers and
devices. Compound semiconductors are composed of two or more elements and
usually consist of a metal, such as gallium, aluminum or indium, and a non-metal
such as arsenic, phosphorus or nitrogen. Many compound semiconductors have
unique physical properties that enable electrons to move through them at least
four times faster than through silicon-based devices and are therefore well
suited to serve the growing need for efficient, high performance electronic
systems.

We offer a comprehensive portfolio of products and systems for the rapidly
expanding broadband, wireless communications and solid state lighting markets.
We have developed extensive materials science expertise and process technology
to address our customers' needs. Customers can take advantage of our vertically
integrated solutions approach by purchasing custom-designed wafers and devices
from us, or by manufacturing their own devices in-house using one of our metal
organic chemical vapor deposition ("MOCVD") production systems configured to
their specific needs. Our products and systems enable our customers to cost
effectively introduce new and improved high performance products to the market
faster in high volumes.

The growth in our business is driven by the widespread deployment of fiber
optic networks, introduction of new wireless networks and services, rapid
build-out of satellite communication systems, increasing use of more power
efficient lighting sources, increasing use of electronics in automobiles and
emergence of advanced consumer electronic applications. Also, the growing
demands for higher volumes of a broad range of higher performance devices has
resulted in manufacturers increasingly outsourcing their needs for compound
semiconductor wafers and devices. Our expertise in materials science and process
technology provides us with a competitive advantage to manufacture compound
semiconductor wafers and devices in high volumes. We have increased revenues at
a compound annual growth rate ("CAGR") of 30% over the three fiscal years ended
September 30, 2000, from $47.8 million in fiscal 1997 to $104.5 million in
fiscal 2000.

WAFERS AND DEVICES. We offer a broad array of compound semiconductor wafers
and devices, including optical components and components for use in high-speed
data communications and telecommunications networks, radio frequency materials
("RF materials") used in mobile communications products such as wireless modems
and handsets, solar cells that power commercial and military satellites, high
brightness light-emitting diodes ("HB LEDs") for several lighting markets, and
magneto resistive sensors ("MR sensors") for various automotive applications.

o OPTICAL COMPONENTS AND MODULES. Our family of vertical cavity surface
emitting lasers ("VCSELs") and VCSEL array transceiver and transponder
products, as well as our photodiode array components, serve the
rapidly growing high-speed data communications network markets,
including the Gigabit Ethernet, FibreChannel, Infiniband, and Very
Short Reach OC-192, the emerging Very Short Reach OC-768 and related
markets. Our strategy is to manufacture high cost optical components
and subassemblies in-house, using our proprietary technologies, to
reduce the overall cost of our transceiver and transponder modules.

o RF MATERIALS. We currently produce 4-inch and 6-inch InGaP HBT and
pHEMT materials that are used by our wireless customers for power
amplifiers for GSM, TDMA, CDMA and the emerging 3G multiband wireless
handsets.




5

o SOLAR CELLS. Solar cells are typically the largest single cost
component of a satellite. Our compound semiconductor solar cells,
which are used to power commercial and military satellites, have
achieved industry-leading efficiencies. Solar cell efficiency dictates
the electrical power of the satellite and bears upon the weight and
launch costs of the satellite. We began shipping our triple junction
solar cells in December 2000.

o HB LEDS. Through our joint venture with General Electric Lighting, we
provide advanced HB LED technology used in such applications as
traffic lights, miniature lamps, automotive lighting, and flat panel
displays.

PRODUCTION SYSTEMS. We are a leading provider of compound semiconductor
technology processes and MOCVD production tools. We believe that our proprietary
TurboDisc deposition technology makes possible one of the most cost-effective
production processes for the commercial volume manufacture of high-performance
compound semiconductor wafers and devices, which are integral to broadband
communication applications. According to VLSI Research, the worldwide market for
MOCVD tools is expected to reach $550.4 million by 2005.

CUSTOMERS

Our customers include Agilent Technologies Ltd., Anadigics Inc.,
Boeing-Spectrolab, Corning, Inc., General Motors Corp., Hewlett Packard Co.,
Honeywell International Inc., IBM, JDS Uniphase Corp., Loral Space &
Communications Ltd., Lucent Technologies, Inc., Motorola, Inc., Nortel Networks
Corp., Siemens AG's Osram GmbH subsidiary, TriQuint Semiconductor, Inc. and more
than a dozen of the largest electronics manufacturers in Japan.

BENEFITS OF COMPOUND SEMICONDUCTORS

Recent advances in information technologies have created a growing need for
efficient, high-performance electronic systems that operate at very high
frequencies, have increased storage capacity and computational and display
capabilities and can be produced cost-effectively in commercial volumes. In the
past, electronic systems manufacturers have relied on advances in silicon
semiconductor technology to meet many of these demands. However, the newest
generation of high-performance electronic and optoelectronic applications
require certain functions that are generally not achievable using silicon-based
components.

Compound semiconductors have emerged as an enabling technology to meet the
complex requirements of today's advanced information systems. Many compound
semiconductor materials have unique physical properties that allow electrons to
move at least four times faster than through silicon-based devices. Advantages
of compound semiconductor devices over silicon devices include:

o operation at higher speeds;

o lower power consumption;

o less noise and distortion; and

o optoelectronic properties that enable these devices to emit and detect
light.

Although compound semiconductors are more expensive to manufacture than the
more traditional silicon-based semiconductors, electronics manufacturers are
increasingly integrating compound semiconductors into their products in order to
achieve the higher performance demands of today's electronic products and
systems.



6

STRATEGY

Our objective is to capitalize on our position as a leading developer and
manufacturer of compound semiconductor tools and manufacturing processes to
become the leading supplier of compound semiconductor wafers and devices. The
key elements of our strategy are to:

o apply our core materials and manufacturing expertise across multiple
product applications;

o target high growth market opportunities;

o continue to recognize greater value for our core technology;

o partner with key industry participants; and

o continue our investment in research and development to maintain
technology leadership.

--------------------------------

Our principal executive offices are located at 145 Belmont Drive, Somerset,
New Jersey 08873, and our telephone number is (732) 271-9090.



7
THE OFFERING

Securities offered.................. $175,000,000 aggregate principal amount of
5% Convertible Subordinated Notes due 2006
and the underlying common stock.

Interest ........................... The notes will bear interest at an annual
rate of 5%. Interest is payable on May 15
and November 15 of each year, beginning
November 15, 2001.

Maturity date....................... May 15, 2006

Conversion rights................... Holders may convert all or some of their
notes at any time prior to the close of
business on the business day immediately
preceding the maturity date at a
conversion price of $48.7629 per share.
The initial conversion price is equivalent
to a conversion rate of 20.5074 shares per
$1,000 principal amount of notes. The
conversion price is subject to adjustment.
Upon conversion, you will not receive any
cash representing accrued interest.

Provisional redemption.............. We may redeem the notes, in whole or in
part, at any time before May 20, 2004, at
a redemption price equal to $1,000 per
$1,000 principal amount of notes to be
redeemed plus accrued and unpaid interest,
if any, to the date of redemption if (a)
the closing price of our common stock has
exceeded 150% of the conversion price then
in effect for at least 20 trading days
within a period of 30 consecutive trading
days ending on the trading day before the
date of mailing of the provisional
redemption notice and (b) the shelf
registration statement covering resales of
the notes and the common stock issuable
upon conversion of the notes is effective
and available for use and is expected to
remain effective and available for use for
the 30 days following the provisional
redemption date, unless registration is no
longer required. Upon any provisional
redemption we will make an additional
payment in cash or common stock, or a
combination thereof, with respect to the
notes called for redemption in an amount
equal to $150.00 per $1,000 principal
amount of notes, less the amount of any
interest actually paid on the notes before
the date of redemption. We will be
obligated to make this additional payment
on all notes called for provisional
redemption, including any notes converted
after the notice date and before the
provisional redemption date.

Optional redemption................. We may redeem the notes on or after May
20, 2004, at the redemption prices set
forth in this prospectus.

Change in control................... Upon a change in control, we may be
required to make an offer to purchase each
holder's notes at a price equal to 100% of
the principal amount thereof, plus accrued
and unpaid interest, if any, to the date
of purchase.

Subordination....................... The notes will be our unsecured
obligations. The notes will be
subordinated in right of payment to all of
our existing and future senior
indebtedness and structurally subordinated
to all of our existing and future
indebtedness and other liabilities of our
subsidiaries. As of August 29, 2001, we
had senior indebtedness of approximately
$0.1 million. The indenture governing
the notes will not limit our or our
subsidiaries' ability to incur senior
indebtedness or other debt.

8
Registration rights................. We have agreed to file this shelf
registration statement with the SEC with
respect to the notes and the common stock
issuable upon conversion of the notes. If
we fail to fulfill certain related
obligations within specified time
periods, we will pay additional interest
of 0.5% per annum on the notes until we
fulfill those obligations.

Use of proceeds..................... We will not receive any proceeds from the
sale by any selling securityholder of the
notes or the underlying common stock.

Trading............................. The notes are eligible for trading in
PORTAL. However, we cannot give any
assurance as to the liquidity of, or
trading market for, the notes.

Common stock........................ Our common stock is quoted on The Nasdaq
National Market under the symbol "EMKR."

RISK FACTORS

Investment in the securities involves certain risks. You should carefully
consider the information under "Risk Factors" and all other information included
in this prospectus before investing in the securities.


9

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN
INVESTMENT DECISION. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCURS, OUR
BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE MATERIALLY AND
ADVERSELY AFFECTED. IN SUCH CASE, OUR ABILITY TO MAKE PAYMENTS ON THE NOTES
COULD BE IMPAIRED, THE TRADING PRICE OF THE NOTES AND OUR COMMON STOCK COULD
DECLINE, AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.

THIS PROSPECTUS ALSO CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING THE RISKS FACED BY US DESCRIBED BELOW AND ELSEWHERE IN THIS
PROSPECTUS.

RISK FACTORS RELATING TO OUR BUSINESS

OUR RAPID GROWTH PLACES A STRAIN ON OUR RESOURCES.

We are experiencing rapid growth, having added a significant number of new
employees within the last year. We have also expanded our manufacturing
facilities in Albuquerque, New Mexico and in Somerset, New Jersey. This growth
has placed and will continue to place a significant strain on our management,
financial, sales and other employees and on our internal systems and controls.
If we are unable to effectively manage multiple facilities and joint ventures in
geographically distant locations, our business, financial condition and results
of operations will be materially and adversely affected. We are also in the
process of installing new manufacturing software for all of our facilities and
are replacing our accounting and purchasing systems. Most of the new
manufacturing software is customized to our particular business and
manufacturing processes. It will take time and require evaluation to eliminate
any of the malfunctions in the software and to train personnel to use the new
software. In this transition we may experience delays in production, cost
overruns and disruptions in our operations.

WE MAY CONTINUE TO INCUR OPERATING LOSSES.

We started operations in 1984 and as of December 31, 2000 had an
accumulated deficit of $115.9 million. We incurred net losses of $36.4 million
in fiscal 1998, $22.7 million in fiscal 1999, $25.5 million in fiscal 2000 and
$6.0 million in the first nine months of fiscal 2001. We may continue to incur
losses. To support our growth, we have increased our expense levels and our
investments in inventory and capital equipment. As a result, we will need to
significantly increase revenues and profit margins to become and stay
profitable. If our sales and profit margins do not increase to support the
higher levels of operating expenses and if our new product offerings are not
successful, our business, financial condition and results of operations will be
materially and adversely affected.

WE MUST CONTINUALLY IMPROVE EXISTING PRODUCTS, DESIGN AND SELL NEW PRODUCTS AND
MANAGE THE COSTS OF RESEARCH AND DEVELOPMENT IN ORDER TO EFFECTIVELY COMPETE.

We compete in markets characterized by rapid technological change, evolving
industry standards and continuous improvements in products. Due to constant
changes in these markets, our future success depends on our ability to improve
our manufacturing processes, tools and products. To remain competitive we must
continually introduce manufacturing tools with higher capacity and better
production yields.

We have recently introduced a number of new products, and, in connection
with a recent joint venture and internal development, we will be introducing
additional new products in the future. The commercialization of new products
involves substantial expenditures for research and development, production and
marketing. We may be unable to successfully design, develop or manufacture these
new products and may have difficulty penetrating new markets.

10

Because it is generally not possible to predict the amount of time required
and the costs involved in achieving certain research, development and
engineering objectives, actual development costs may exceed budgeted amounts and
estimated product development schedules may be extended. Our business, financial
condition and results of operations may be materially and adversely affected if:

o we are unable to improve our existing products on a timely basis;

o our new products are not introduced on a timely basis or do not
achieve sufficient market penetration;

o we incur budget overruns or delays in our research and development
efforts; or

o our new products experience reliability or quality problems.

OUR INDUSTRY IS RAPIDLY CHANGING.

The compound semiconductor industry is changing rapidly due to, among other
things, continuous technological improvements in products and evolving industry
standards. This industry is marked by the continuous introduction of new
products and increased capacity for services similar to those provided by us.
Future technological advances in the compound semiconductor industry may result
in the availability of new products or increase the efficiency of existing
products. If a technology becomes available that is more cost-effective or
creates a superior product, we may be unable to access such technology or its
use may involve substantial capital expenditures which we may be unable to
finance. There can be no assurance that existing, proposed or as yet undeveloped
technologies will not render our technology less profitable or that we will have
available the financial and other resources necessary to compete effectively
against companies possessing such technologies. There can be no assurance that
we will be able to adapt to technological changes or offer competitive products
on a timely or cost effective basis.

FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS MAY NEGATIVELY IMPACT OUR STOCK
PRICE.

Our revenues and operating results may vary significantly from quarter to
quarter due to a number of factors particular to us and the compound
semiconductor industry. Not all of these factors are in our control. These
factors include:

o the volume and timing of orders for our products, particularly
TurboDisc systems, which have an average selling price in excess of
$1.0 million;

o the timing of our announcements and introduction of new products and
of similar announcements by our competitors;

o downturns in the market for our customers' products;

o regional economic conditions, particularly in Asia where we derive a
significant portion of our revenues;

o price volatility in the compound semiconductor industry;

o changes in product mix; and

o timing of customer orders.

These factors may cause our operating results for future periods to be
below the expectations of analysts and investors. This may cause a decline in
the price of our common stock and adversely affect the price of the notes.




11

OUR JOINT VENTURE PARTNER, WHO HAS CONTROL OF THIS VENTURE, MAY MAKE DECISIONS
THAT WE DO NOT AGREE WITH AND THAT ADVERSELY AFFECT OUR NET INCOME.

We do not have a majority interest in our joint venture with General
Electric Lighting. The joint venture is governed by a board of managers with
representatives from our strategic partner and us. Many fundamental decisions
must be approved by both parties to the joint venture, which means we will be
unable to direct the operation and direction of the joint venture without the
agreement of our joint venture partner. If we are unable to agree on important
issues with the joint venture partner, the business of the joint venture may be
delayed or interrupted, which may, in turn, materially and adversely affect our
business, financial condition and results of operations.

We have devoted and will be required to continue to devote significant
funds and technologies to our joint venture to develop and enhance their
products. In addition, our joint venture will require that some of our
employees devote much of their time to joint venture projects. This will place a
strain on our management, scientific, financial and sales employees. If our
joint venture is unsuccessful in developing and marketing their products, our
business, financial condition and results of operations may be materially and
adversely affected.

We have agreed with General Electric Lighting that our joint venture will
be the sole vehicle for each party's participation in the solid state lighting
market. The two parties have also agreed to several limitations during the life
of the venture and thereafter relating to how each of us can make use of the
joint venture's technology. One consequence of these limitations is that in
certain circumstances, such as a material default by us or certain sales of our
interest in the joint venture, we would not be permitted to use the joint
venture's technology to compete against General Electric Lighting in the solid
state lighting market.

SINCE A LARGE PERCENTAGE OF OUR REVENUES ARE FROM FOREIGN SALES, CERTAIN EXPORT
RISKS MAY DISPROPORTIONATELY AFFECT OUR REVENUES.

Sales to customers located outside the United States accounted for
approximately 39.1% of our revenues in fiscal 1998, 52.6% of our revenues in
fiscal 1999, 38.6% of our revenues in fiscal 2000 and 45.0% of our revenues in
the first nine months of fiscal 2001. Sales to customers in Asia represent the
majority of our international sales. We believe that international sales will
continue to account for a significant percentage of our revenues. Because of
this, the following export risks may disproportionately affect our revenues:

o political and economic instability may inhibit export of our systems
and devices and limit potential customers' access to U.S. dollars;

o shipping and installation costs of our systems may increase;

o we may experience difficulties in the timeliness of collection of
foreign accounts receivable and be forced to write off receivables
from foreign customers;

o a strong dollar may make our systems less attractive to foreign
purchasers who may decide to postpone making such capital
expenditures;

o tariffs and other barriers may make our systems and devices less cost
competitive;

o we may have difficulty in staffing and managing our international
operations;

o the laws of certain foreign countries may not adequately protect our
trade secrets and intellectual property; and

o potentially adverse tax consequences to our customers may make our
systems and devices not cost-competitive.




12

WE WILL LOSE SALES IF WE ARE UNABLE TO OBTAIN GOVERNMENT AUTHORIZATION TO EXPORT
OUR PRODUCTS.

Exports of our products to certain destinations, such as the People's
Republic of China, Malaysia and Taiwan, may require pre-shipment authorization
from U.S. export control authorities, including the U.S. Departments of Commerce
and State. Authorization may be conditioned on end-use restrictions. On certain
occasions, we have been denied authorization, particularly with respect to the
People's Republic of China. Failure to receive these authorizations may
materially and adversely affect our revenues and in turn our business, financial
condition and results of operations from international sales. Additionally,
export jurisdiction relating to exports of satellites and associated components
has not been definitively settled. Such exports may in the future require a
license from the Department of State. This may cause delays in shipping solar
cells abroad. Delays in receiving export licenses for solar cells may materially
and adversely affect our revenues and in turn 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 OR SERVICES.

We currently obtain some components and services for our products from
limited or single sources, such as substrates from AXT, Inc. We purchase these
components and services on a purchase order basis, do not carry significant
inventories of these components and do not have any long-term supply contracts
with these vendors. Because we often do not account for a significant part of
our vendors' business, we may not have access to sufficient capacity from these
vendors in periods of high demand. If we were to change any of our limited or
sole source vendors, we would be required to requalify each new vendor.
Requalification could prevent or delay product shipments that could negatively
affect our results of operations. In addition, our reliance on these vendors may
negatively 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 and adversely affected.

OUR PRODUCTS ARE DIFFICULT TO MANUFACTURE AND OUR PRODUCTION COULD BE DISRUPTED
IF WE ARE UNABLE TO AVOID MANUFACTURING DIFFICULTIES.

We manufacture all of our wafers and devices in our manufacturing
facilities. Minute impurities, difficulties in the production process, defects
in the layering of the devices' constituent compounds, wafer breakage or other
factors can cause a substantial percentage of wafers and devices to be rejected
or numerous devices on each wafer to be non-functional. These factors can result
in lower than expected production yields, which would delay product shipments
and may materially and adversely affect our operating results. Because the
majority of our costs of manufacture are relatively fixed, the number of
shippable devices per wafer for a given product is critical to our financial
results. Additionally, because we manufacture all of our products at our
facilities in Somerset, New Jersey and Albuquerque, New Mexico, any interruption
in manufacturing resulting from fire, natural disaster, equipment failures or
otherwise would materially and adversely affect our business, financial
condition and results of operations.

WE FACE LENGTHY SALES AND QUALIFICATIONS CYCLES FOR OUR PRODUCTS AND, IN MANY
CASES, MUST INVEST A SUBSTANTIAL AMOUNT OF TIME AND FUNDS BEFORE WE RECEIVE
ORDERS.

Sales of our TurboDisc systems primarily depend upon the decision of a
prospective customer to increase its manufacturing capacity, which typically
involves a significant capital commitment by the customer. Customers usually
place orders with us between two to nine months after our initial contact with
them. We often experience delays in obtaining system sales orders while
customers evaluate and receive internal approvals for the purchase of these
systems. These delays may include the time necessary to plan, design or complete
a new or expanded compound semiconductor fabrication facility. Due to these
factors, we expend substantial funds and sales, marketing and management efforts
to sell our compound semiconductor production systems. These expenditures

13

and efforts may not result in sales. In order to expand our materials production
capabilities, we have dedicated a number of our TurboDisc systems to the
manufacture of wafers and devices. Several of our products are currently being
tested to determine whether they meet customer or industry specifications.
During this qualification period, we invest significant resources and dedicate
substantial production capacity to the manufacture of these new products, prior
to any commitment to purchase by the prospective customer and without generating
significant revenues from the qualification process. If we are unable to meet
these specifications or do not receive sufficient orders to profitably use the
dedicated production capacity, our business, financial condition and results of
operations would be materially and adversely affected.

Our historical and future budgets for operating expenses, capital
expenditures, operating leases and service contracts are based upon our
assumptions as to the anticipated market acceptance of our products. Because of
the lengthy lead time required for our product development and the changes in
technology that typically occur during such period, it is difficult to estimate
customer demand for a product accurately. If our products do not achieve
expected customer demand, our business, financial condition and results of
operation will be materially and adversely affected.

INDUSTRY DEMAND FOR SKILLED EMPLOYEES, PARTICULARLY SCIENTIFIC AND TECHNICAL
PERSONNEL WITH COMPOUND SEMICONDUCTOR EXPERIENCE, EXCEEDS THE NUMBER OF SKILLED
PERSONNEL AVAILABLE.

Our future success depends, in part, on our ability to attract and retain
certain key personnel, including scientific, operational and management
personnel. We anticipate that we will need to hire additional skilled personnel
to continue to expand all areas of our business. The competition for attracting
and retaining these employees, especially scientists, is intense. Because of
this intense competition for these 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 keep up with our expansion, our business, financial
condition and results of operations will be materially and adversely affected.

PROTECTING OUR TRADE SECRETS AND OBTAINING PATENT PROTECTION IS CRITICAL TO OUR
ABILITY TO EFFECTIVELY COMPETE FOR BUSINESS.

Our success and competitive position depend on protecting our trade secrets
and other intellectual property. Our strategy is to rely both on trade secrets
and patents to protect our manufacturing and sales processes and products.
Reliance on trade secrets is only an effective business practice insofar as
trade secrets remain undisclosed and a proprietary product or process is not
reverse engineered or independently developed. We take certain measures to
protect our trade secrets, including executing non-disclosure agreements with
our employees, joint venture partner, customers and suppliers. If parties breach
these agreements or the measures we take are not properly implemented, we may
not have an adequate remedy. Disclosure of our trade secrets or reverse
engineering of our proprietary products, processes or devices could materially
and adversely affect our business, financial condition and results of
operations. We are actively pursuing patents on some of our recent inventions.
There is no assurance that any patents will be obtained. If obtained, there is
no assurance that any patents will afford us commercially significant protection
of our technologies or that we will have adequate resources to enforce our
patents. In addition, the laws of certain other countries may not protect our
intellectual property to the same extent as U.S. laws.

OUR FAILURE TO OBTAIN OR MAINTAIN THE RIGHT TO USE CERTAIN INTELLECTUAL PROPERTY
MAY ADVERSELY AFFECT OUR FINANCIAL RESULTS.

The compound semiconductor, optoelectronics, and fiberoptic communications
industries are characterized by frequent litigation regarding patent and other
intellectual property rights. From time to time we have received and may receive
in the future, notice of claims of infringement of other parties' proprietary
rights and licensing offers to commercialize third party patent rights. Although
we are not currently involved in any litigation relating to our intellectual
property, there can be no assurance that:




14

o infringement claims (or claims for indemnification resulting from
infringement claims) will not be asserted against us or that such
claims will not be successful;

o future assertions will not result in an injunction against the sale of
infringing products or otherwise significantly impair our business and
results of operations; or

o we will not be required to obtain licenses, the expense of which may
adversely affect our results of operations and profitability.

INTERRUPTIONS IN OUR BUSINESS AND A SIGNIFICANT LOSS OF SALES TO ASIA MAY RESULT
IF OUR PRIMARY ASIAN DISTRIBUTOR FAILS TO EFFECTIVELY MARKET AND SERVICE OUR
PRODUCTS.

We rely on a single marketing, distribution and service provider, Hakuto
Co. Ltd., to market and service many of our products in Japan, China and
Singapore. Hakuto is one of our shareholders and Hakuto's president is a member
of our Board of Directors. We have distributorship agreements with Hakuto which
expire in March 2008 and give Hakuto exclusive distribution rights for certain
of our products in Japan. Hakuto's failure to effectively market and service our
products or termination of our relationship with Hakuto could result in
significant delays or interruption in our marketing and service programs in
Asia. This could materially and adversely affect our business, financial
condition and results of operations.

OUR MANAGEMENT'S STOCK OWNERSHIP GIVES THEM THE POWER TO CONTROL BUSINESS
AFFAIRS AND PREVENT A TAKEOVER THAT COULD BE BENEFICIAL TO UNAFFILIATED
SHAREHOLDERS.

Certain members of our management, specifically Thomas J. Russell, Chairman
of our Board, Reuben F. Richards, President, Chief Executive Officer and a
director, and Robert Louis-Dreyfus, a director, are former members of Jesup &
Lamont Merchant Partners, L.L.C. They collectively beneficially own more than
20% of our common stock. Accordingly, such persons will continue to hold
sufficient voting power to control our business and affairs for the foreseeable
future. This concentration of ownership may also have the effect of delaying,
deferring or preventing a change in control of our company, which could have a
material adverse effect on our stock price.

UNSUCCESSFUL CONTROL OF THE HAZARDOUS RAW MATERIALS USED IN OUR MANUFACTURING
PROCESS COULD RESULT IN COSTLY REMEDIATION FEES, PENALTIES OR DAMAGES UNDER
ENVIRONMENTAL AND SAFETY REGULATIONS.

The production of wafers and devices involves the use of certain hazardous
raw materials, including, but not limited to, ammonia, phosphine and arsine. If
our control systems are unsuccessful in preventing a release of these materials
into the environment or other adverse environmental conditions occur, we could
experience interruptions in our operations and incur substantial remediation and
other costs. Failure to comply with environmental and health and safety laws and
regulations may materially and adversely affect our business, financial
condition and results of operations.

OUR BUSINESS OR OUR STOCK PRICE COULD BE ADVERSELY AFFECTED BY 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 the possible sale of the company 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.




15

CERTAIN PROVISIONS OF NEW JERSEY LAW AND OUR CHARTER MAY MAKE A TAKEOVER OF OUR
COMPANY DIFFICULT EVEN IF SUCH TAKEOVER COULD BE BENEFICIAL TO SOME OF OUR
SHAREHOLDERS.

New Jersey law and our certificate of incorporation, as amended, contain
certain provisions that could delay or prevent a takeover attempt that our
shareholders may consider in their best interests. 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. 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 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 unaffiliated shareholders. Certain of these measures may be
adopted without any further vote or action by our shareholders.

THE PRICE OF OUR COMMON STOCK HAS FLUCTUATED WIDELY IN THE LAST YEAR AND MAY
FLUCTUATE WIDELY IN THE FUTURE.

Our common stock is traded on The Nasdaq National Market, which has
experienced and may continue to experience significant price and volume
fluctuations that could adversely affect the market price of our common stock
without regard to our operating performance. In addition, we believe that
factors such as quarterly fluctuations in financial results, earnings below
analysts' estimates, and financial performance and other activities of other
publicly traded companies in the semiconductor industry could cause the price of
our common stock to fluctuate substantially. In addition, in recent periods our
common stock, the stock market in general, and the market for shares of small
capitalization and semiconductor industry-related stocks in particular, have
experienced extreme price fluctuations which have often been unrelated to the
operating performance of affected companies. Any similar fluctuations in the
future could adversely affect the market price of our common stock.

Our stock price has fluctuated widely in the last year and may fluctuate
widely in the future. Since March 31, 2000, our closing stock price has been as
high as $62.50 per share and as low as $14.10 per share. Volatility in the price
of our common stock may be caused by other factors outside of our control and
may be unrelated or disproportionate to our operating results.

WE MAY ENGAGE IN ACQUISITIONS THAT MAY HARM OUR OPERATING RESULTS, DILUTE OUR
STOCKHOLDERS AND CAUSE US TO INCUR DEBT OR ASSUME CONTINGENT LIABILITIES.

We may pursue acquisitions to acquire new technologies, products or service
offerings. Future acquisitions by us may involve the following:

o use of significant amounts of cash;

o potentially dilutive issuances of equity securities; and

o incurrence of debt or amortization expenses related to goodwill and
other intangible assets.

In addition, acquisitions involve numerous risks, including:

o difficulties in the integration of the operations, technologies,
products and personnel of the acquired company;

o diversion of management's attention from other business concerns;

o risks of entering markets in which we have no or limited prior
experience; and

o potential loss of key employees of the acquired company.




16
From time to time, we have engaged in discussions with acquisition
candidates regarding potential acquisitions of product lines, technologies and
businesses. However, we currently have no commitments or agreements with respect
to any such transaction. If such an acquisition does occur, we cannot be certain
that our business, operating results and financial condition will not be
materially and adversely affected.

THE MARKETS IN WHICH WE COMPETE ARE HIGHLY COMPETITIVE. AN INCREASE IN
COMPETITION WOULD LIMIT OUR ABILITY TO MAINTAIN AND INCREASE OUR MARKET SHARE.

We face substantial competition from a number of companies, many of which
have greater financial, marketing, manufacturing and technical resources. Larger
competitors could spend more on research and development, which could give those
competitors an advantage in meeting customer demand. We expect that existing and
new competitors will improve the design of their existing products and will
introduce new products with enhanced performance characteristics. The
introduction of new products or more efficient production of existing products
by our competitors could diminish our market share and gross margins.

RISK FACTORS RELATING TO THE NOTES

THE NOTES ARE SUBORDINATED.

The notes are unsecured and subordinated in right of payment to all of our
existing and future senior indebtedness. The indenture defines senior
indebtedness as all indebtedness of EMCORE Corporation other than any
indebtedness that expressly states that it is subordinated to the notes. In the
event of our bankruptcy, liquidation or reorganization or upon acceleration of
the notes due to an event of default under the indenture and in certain other
events, our assets will be available to pay obligations on the notes only after
all senior indebtedness has been paid. In addition, the subordination provisions
of the indenture provide that payments with respect to the notes will be blocked
in the event of a payment default on senior indebtedness and may be blocked for
up to 179 days each year in the event of certain non-payment defaults on senior
indebtedness. As a result, there may not be sufficient assets remaining to pay
amounts due on any or all of the outstanding notes. In addition, under the
subordination provisions of the indenture, payments that would otherwise be made
to holders of the notes will instead be paid to holders of senior indebtedness
under certain circumstances. As a result of these provisions, our other
creditors (including trade creditors) that are not holders of senior
indebtedness may recover more, ratably, than the holders of the notes. The notes
are also structurally subordinated to all liabilities, including trade payables,
of our subsidiaries. The indenture governing the notes does not limit our or our
subsidiaries' ability to incur debt, including senior indebtedness. If we or our
subsidiaries were to incur additional debt or liabilities, our ability to pay
our obligations on the notes could be adversely affected. See "Description of
the Notes -- Subordination of Notes."

On August 29, 2001, we had approximately $100,000 of senior indebtedness
and $20.0 million available for additional borrowing under our credit facility.

WE MAY BE UNABLE TO MEET THE REDEMPTION REQUIREMENTS UPON A CHANGE IN CONTROL.

Upon a change in control, you may require us to purchase all or a portion
of your notes. If a change in control were to occur, we may not have enough
funds to pay the purchase price for all tendered notes. Our current credit
agreement contains, or other future agreements relating to our indebtedness
might contain, provisions that prohibit the repurchase of the notes upon a
change in control. If a change in control occurs at a time when we are
prohibited from purchasing the notes, we could seek the consent of our lenders
to purchase the notes or could attempt to refinance this debt. If we do not
obtain a consent, we could not purchase the notes. Our failure to purchase
tendered notes would constitute an event of default under the indenture, which
will constitute a default under our credit facility and might constitute a
default under the terms of our other debt. In such circumstances, or if a change
in control would constitute an event of default under our senior indebtedness,
the subordination provisions of the indenture would restrict payments to you.
The term "change in control" is limited to certain specified transactions and
may not include other events that might harm our financial condition. Our
obligation to offer to purchase the notes upon a change in control would not
necessarily afford you protection in the event of a highly leveraged
transaction, reorganization, merger or similar transaction involving us.

17

A PUBLIC MARKET FOR THE NOTES MAY NOT BE MAINTAINED.

The initial purchasers are not obligated to make a market for the notes and
may discontinue any market making activity at any time without notice. In
addition, market-making activity by the initial purchasers will be subject to
the limits imposed by the Securities Act and the Exchange Act. As a result, we
cannot assure you that any market for the notes will be maintained. If an active
market for the notes fails to develop or be sustained, the trading price of the
notes could decline significantly.





18


USE OF PROCEEDS

We will not receive any proceeds from the sale by any selling
securityholder of the notes or the underlying common stock.

RATIO OF EARNINGS TO FIXED CHARGES

Earnings were insufficient to cover fixed charges for each of the periods
indicated by the amount set forth (in thousands):