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 * BELANGER SEAN E   2. Issuer Name and Ticker or Trading Symbol PARADYNE NETWORKS INC [PDYN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 8545 126TH AVENUE NORTH 3. Date of Earliest Transaction (Month/Day/Year) 09/01/2005 (Street) LARGO, FL 33773 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 09/01/2005   D   34,777 D (1) 0 D

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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
Non-Qualified Stock Option (Right to Buy)	$ 2	09/01/2005		D			120,000	(2)	10/28/2007	Common Stock	120,000	(2)	0	D
Non-Qualified Stock Option (Right to Buy)	$ 28.06	09/01/2005		D			80,000	(3)	10/06/2009	Common Stock	80,000	(3)	0	D
Non-Qualified Stock Option (Right to Buy)	$ 25	09/01/2005		D			850,000	(4)	04/05/2010	Common Stock	850,000	(4)	0	D
Non-Qualified Stock Option (Right to Buy)	$ 1.63	09/01/2005		D			1,072,500	(5)	12/08/2010	Common Stock	1,072,500	(5)	0	D
Non-Qualified Stock Option (Right to Buy)	$ 2	09/01/2005		D			24,739	(6)	06/04/2011	Common Stock	24,739	(6)	0	D
Non-Qualified Stock Option (Right to Buy)	$ 2.3	09/01/2005		D			424,739	(7)	07/29/2012	Common Stock	424,739	(7)	0	D
Non-Qualified Stock Option (Right to Buy)	$ 1.64	09/01/2005		D			424,700	(8)	08/11/2013	Common Stock	424,700	(8)	0	D
Non-Qualified Stock Option (Right to Buy)	$ 3.71	09/01/2005		D			212,350	(9)	02/06/2014	Common Stock	212,350	(9)	0	D
Non-Qualified Stock Option (Right to Buy)	$ 3.3	09/01/2005		D			106,175	(10)	03/23/2014	Common Stock	106,175	(10)	0	D
Non-Qualified Stock Option (Right to Buy)	$ 3.46	09/01/2005		D			106,175	(11)	10/13/2014	Common Stock	106,175	(11)	0	D
Non-Qualified Stock Option (Right to Buy)	$ 1.8	09/01/2005		D			424,700	(12)	06/30/2015	Common Stock	424,700	(12)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BELANGER SEAN E 8545 126TH AVENUE NORTH LARGO, FL 33773	X		President and CEO

Signatures

/s/ Pat Flood, Attorney-in-Fact		09/06/2005
**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)	The shares were disposed of pursuant to the merger agreement between Zhone Technologies, Inc. ("Zhone") and the issuer in exchange for 1.0972 shares of Zhone common stock per share of issuer common stock. The Zhone common stock had a market value of $2.65 per share on the effective date of the merger.
(2)	The option, which was fully vested or became fully vested pursuant to the merger agreement, was assumed by Zhone in the merger and replaced with an option to purchase 131,664 shares of Zhone common stock for $1.83 per share.
(3)	The option, which was fully vested or became fully vested pursuant to the merger agreement, was assumed by Zhone in the merger and replaced with an option to purchase 87,776 shares of Zhone common stock for $25.58 per share.
(4)	The option, which was fully vested or became fully vested pursuant to the merger agreement, was assumed by Zhone in the merger and replaced with an option to purchase 932,620 shares of Zhone common stock for $22.79 per share.
(5)	The option, which was fully vested or became fully vested pursuant to the merger agreement, was assumed by Zhone in the merger and replaced with an option to purchase 1,176,747 shares of Zhone common stock for $1.49 per share.
(6)	The option, which was fully vested or became fully vested pursuant to the merger agreement, was assumed by Zhone in the merger and replaced with an option to purchase 27,143 shares of Zhone common stock for $1.83 per share.
(7)	The option, which was fully vested or became fully vested pursuant to the merger agreement, was assumed by Zhone in the merger and replaced with an option to purchase 466,023 shares of Zhone common stock for $2.10 per share.
(8)	The option, which was fully vested or became fully vested pursuant to the merger agreement, was assumed by Zhone in the merger and replaced with an option to purchase 465,980 shares of Zhone common stock for $1.50 per share.
(9)	The option, which was fully vested or became fully vested pursuant to the merger agreement, was assumed by Zhone in the merger and replaced with an option to purchase 232,990 shares of Zhone common stock for $3.39 per share.
(10)	The option, which was fully vested or became fully vested pursuant to the merger agreement, was assumed by Zhone in the merger and replaced with an option to purchase 116,495 shares of Zhone common stock for $3.01 per share.
(11)	The option, which was fully vested or became fully vested pursuant to the merger agreement, was assumed by Zhone in the merger and replaced with an option to purchase 116,495 shares of Zhone common stock for $3.16 per share.
(12)	The option, which was fully vested or became fully vested pursuant to the merger agreement, was assumed by Zhone in the merger and replaced with an option to purchase 465,980 shares of Zhone common stock for $1.65 per share.

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