Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Fallon Thomas J
   2. Issuer Name and Ticker or Trading Symbol
INFINERA CORP [INFN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
C/O INFINERA CORPORATION, 169 JAVA DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
10/02/2008
(Street)

SUNNYVALE, CA 94089		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/02/2008   G V 6,119 D $ 0 0 I See footnote. (1)
Common Stock 10/02/2008   G V 6,119 D $ 0 0 I See footnote. (2)
Common Stock 10/02/2008   G V 5,387 A $ 0 5,387 I See footnote. (3)
Common Stock 10/02/2008   G V 5,387 A $ 0 5,387 I See footnote. (4)
Common Stock 10/02/2008   G V 732 A $ 0 23,709 I See footnote. (6)
Common Stock 10/02/2008   G V 732 A $ 0 24,441 (5) I See footnote. (6)
Common Stock               191,937 I See footnote. (7)
Common Stock               191,937 I See footnote. (8)
Common Stock               4,729 (9) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Fallon Thomas J
C/O INFINERA CORPORATION
169 JAVA DRIVE
SUNNYVALE, CA 94089		       Chief Operating Officer  

Signatures

 /s/ Michael O. McCarthy, by power of attorney   02/10/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares held directly by the Thomas J. Fallon 2006 Annuity Trust A dated 6/9/06 for which the reporting person serves as trustee.
(2) Shares held directly by the Shannon F. Fallon 2006 Annuity Trust A dated 6/9/06 for which the reporting person serve as trustee.
(3) This transaction involves a gift of securities from the Thomas J. Fallon 2006 Annuity Trust A dated 6/9/06 directly to his minor children. The Reporting Person disclaims beneficial ownership of the shares held by his minor children, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares held by his minor children for purposes of Section 16 or for any other purpose.
(4) This transaction involves a gift of securities from the Shannon F. Fallon 2006 Annuity Trust A dated 6/9/2006 for which the Reporting Person serves as trustee, directly to his minor children. The Reporting Person disclaims beneficial ownership of the shares held by his minor children, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares held by his minor children for purposes of Section 16 or for any other purpose.
(5) Includes 388,170 shares previously held by Reporting Person which were re-registered on December 26 2008 to the Fallon Family Revocable Trust dated 9/7/94 of which 191,937 shares were re-registered to the Shannon F. Fallon 2008 Annuity Trust A and 191,937 shares were re-registered to the Thomas J. Fallon 2008 Annuity Trust A for which the Reporting Person serves as trustee and are now held indirectly.
(6) Shares held directly by the Fallon Family Revocable Trust dated 9/7/04 for which the Reporting Person serves as trustee.
(7) Shares held directly by the Shannon F. Fallon 2008 Annuity Trust A for which the Reporting Person serves as trustee.
(8) Shares held directly by the Thomas J. Fallon 2008 Annuity Trust A for which the Reporting Person serves as trustee.
(9) Excludes 388,170 shares previously held by Reporting Person which were re-registered on December 26, 2008 and are now held indirectly by the Fallon Family Revocable Trust dated 9/7/94.

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