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 * Gertel Eitan   2. Issuer Name and Ticker or Trading Symbol FINISAR CORP [FNSR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O FINISAR CORPORATION, 1389 MOFFETT PARK DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 12/01/2008 (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 12/01/2008 12/01/2008 F(1)   18,192 D $ 0.42 2,683,959 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

Warrant (Right to Buy Common Stock)

$ 0.1

(2)

01/31/2013

Common Stock

255,257

255,257

D

Stock Options (Right to Buy)

$ 0.08

(2)

05/01/2013

Common Stock

1,642,466

1,642,466

D

Stock Options (Right to Buy)

$ 0.18

05/01/2006(3)

05/01/2015

Common Stock

353,345

353,345

D

Stock Options (Right to Buy)

$ 0.87

02/14/2006(4)

02/14/2016

Common Stock

231,925

231,925

D

Stock Options (Right to Buy)

$ 0.87

02/14/2006(4)

02/14/2016

Common Stock

550,824

550,824

D

Stock Options (Right to Buy)

$ 0.92

03/14/2006(5)

03/14/2016

Common Stock

260,918

260,918

D

Stock Options (Right to Buy)

$ 3.33

03/01/2008(6)

02/28/2017

Common Stock

710,737

710,737

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Gertel Eitan C/O FINISAR CORPORATION 1389 MOFFETT PARK DRIVE SUNNYVALE, CA 94089	X		Chief Executive Officer

Signatures

/s/ Michelle Vicente-Surnip as Attorney-in-fact for Eitan Gertel		12/03/2008
**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)	On December 1, 2008, the Reporting Person vested in 59,489 restricted stock units ("RSUs") and as a result acquired 59,489 shares of common stock of the Issuer pursuant to the Reporting Person's August 25, 2008 grant of RSUs. This Form 4 reports the disposition of shares withheld by the Issuer pursuant to the RSUs' grant agreement in order to satisfy the Reporting Person's withholding obligations for various taxes due upon the vesting of the RSUs. The Issuer will pay the taxes on bahalf of the Reporting Person.
(2)	Option shares are vested and exercisable immediately.
(3)	25% of the option shares vested and became exercisable on such date with the remaining shares vesting and becoming exercisable at a rate of 2.08% of the option shares monthly thereafter.
(4)	4.166% of the option shares vested and became exercisable on such date with the remaining shares vesting and becoming exercisable at a rate of 2.083% of the option shares on the first day of each month thereafter.
(5)	6.249% of the option shares vested and became exercisable on such date with the remaining shares vesting and becoming exercisable at a rate of 2.083% of the option shares on the first day of each month thereafter.
(6)	25% of the option shares vested and became exercisable on such date with the remaining shares vesting and becoming exercisable at a rate of 2.08% of the option shares monthly thereafter.
Remarks: .

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