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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

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 (MM/DD/YYYY)

2/10/2009
(Street)

SUNNYVALE, CA 94089
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  2489   (1) D    
Common Stock                  26681   (2) I   See footnote.   (3)
Common Stock                  191937   I   See footnote.   (4)
Common Stock                  191937   I   See footnote.   (5)
Common Stock                  10774   I   See footnote.   (10)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Common Stock   $7.11   2/10/2009     A     100000       3/10/2010   (6) 2/10/2019   Common Stock   100000   $0   100000   D    
Common Stock     (7) 2/10/2009     A     100000       2/10/2012   (8) 2/10/2012   Common Stock   100000   $0   100000   D    
Common Stock     (7) 2/10/2009     A     50000       2/10/2012   (9) 2/10/2013   Common Stock   50000   $0   50000   D    

Explanation of Responses:
( 1)  Excludes 2,240 shares previously held directly by the Reporting Person which were re-registered on January 30, 2008 and are now held indirectly by the Fallon Family Revocable Family Trust dated 9/7/94. Includes 2,234 shares and 1,586 shares acquired under the Infinera Corporation Employee Stock Purchase Plan on February 15, 2008 and August 15, 2008, respectively, which were included in Table I, Column 5 on the Reporting Person's Form 4 filed with the SEC on February 10, 2009.
( 2)  Includes 2,240 shares previously held by the Reporting Person which were re-registered on January 30, 2009 to the Fallon Family Revocable Trust dated 9/7/94.
( 3)  Shares held directly by the Fallon Family Revocable Trust dated 9/7/04 for which the Reporting Person serves as trustee.
( 4)  Shares held directly by the Shannon F. Fallon 2008 Annuity Trust A for which the Reporting Person serves as trustee.
( 5)  Shares held directly by the Thomas J. Fallon 2008 Annuity Trust A for which the Reporting Person serves as trustee.
( 6)  The option vests monthly over a period of twenty-four months beginning on March 10, 2009.
( 7)  Each performance share unit represents a contingent right to receive one share of INFN common stock
( 8)  The reported performance share units entitle the Reporting Person to receive shares of common stock based on INFN's stock price performance as compared to NASDAQ. The amount of shares to be awarded is subject to adjustment within a range of 0.5x-2.0x payout of shares based upon the change in INFN's stock price as measured against the change of the NASDAQ. The measurement periods are a comparison of the six month average between July 1 and December 31, 2011 as compared to the 30 day trailing average as of December 31, 2008.
( 9)  The reported performance share units entitle the Reporting Person to receive shares of common stock based on INFN's stock price performance as compared to NASDAQ. The performance units vest in two equal annual installments following each measurement period beginning on February 10, 2012. The amount of shares to be awarded is subject to adjustment within a range of 0.5x-2.0x payout of shares based upon the change in INFN's stock price as measured against the change of the NASDAQ. The measurement period is a comparison of the six month average between July 1 and December 31, 2011 and the six month average between July 1 and December 31, 2012 as compared to the 30 day trailing average as of December 31, 2008
( 10)  Shares held directly by the Reporting Person as a trustee for his minor children. The Reporting Person disclaims beneficial ownership of the shares held in trusts for his minor children, and this report shall not be deemed an admission that the Reporting Person is the benefical owner of the shares held in trusts for his minor children for purposes of Section 16 or for any other purpose.

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 2/12/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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