UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

January 716, 2008

Date of Report (date of earliest event reported)

CARRIER ACCESS CORPORATION

(Exact name of Registrant as specified in its charter)

State of Delaware

000-24597

84-1208770

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

5395 Pearl Parkway

Boulder, Colorado 80301

(Address of principal executive offices)

(303) 218-5455

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement

On January 16, 2008, Carrier Access Corporation (the “Company”) ~~reports~~entered ~~that~~into ~~its~~an ~~unaudited~~agreement ~~cash~~with 5395 Pearl Parkway, ~~cash~~LLC ~~equivalents~~(“Buyer”), ~~and~~to ~~short~~sell ~~term~~the ~~investments~~Company’s principal offices located at ~~December 31~~5395 Pearl Street, ~~2007~~Boulder, ~~were~~Colorado (the “Property”), for approximately $746.525 million. The ~~Company’s~~transaction ~~unaudited~~has ~~revenue~~a ~~for~~scheduled ~~the~~closing ~~three~~of ~~and~~March 20, ~~twelve~~2008 ~~month periods~~(or ~~ended~~such ~~December 31,~~earlier ~~2007~~date ~~was~~as ~~$8.3~~the ~~million~~parties ~~and~~may ~~$32.0~~otherwise ~~million,~~agree ~~respectively~~in writing) (the “Closing”). ~~These~~The ~~amounts~~agreement dorequires ~~not~~Buyer ~~include~~to (a) make ~~approximately~~an initial earnest money deposit within one (1) business day of execution of $~~170~~100,000 and (b) make an additional earnest money deposit of $~~243~~900,000 ofif ~~revenue~~Buyer ~~for~~does not otherwise terminate the ~~three~~agreement ~~and~~as ~~twelve~~permitted ~~month~~by ~~periods~~its ~~ended~~terms on ~~December~~or before February 3114, ~~2007~~2008, ~~respectively,~~ after which ~~were~~date ~~reclassified~~the obligation to ~~discontinued~~make ~~operations~~the asadditional adeposit ~~result~~becomes ofirrevocable. ~~the~~The ~~discontinuance~~agreement contains standard representations, warranties, terms and conditions, including closing conditions, for a transaction of this type. The agreement also requires the ~~EdgeFlex~~parties ~~product~~to ~~line~~negotiate in ~~December~~good ~~2007.~~faith ~~Carrier~~to ~~Access~~agree ~~does~~upon ~~not~~a ~~anticipate~~lease ~~that~~back itof ~~will~~approximately ~~hold~~30,000 asquare ~~conference~~feet ~~call~~of tothe ~~review~~Property, ~~fourth~~under ~~quarter~~standard ~~and~~lease ~~fiscal~~form, ~~2007 results~~to ofexpire ~~operations~~August 15, 2008.

Forward-Looking Statement Caution

This report contains forward-looking statements about our unaudited fourth quarter of fiscal 2007 operating results, which reflect management’s best judgment based on factors currently known. These statements involve risks and uncertainties, including potential discrepancies between management’s initial estimates and the final operating results for the fourth quarter of fiscal 2007, subsequent adjustments to results for fourth quarter of fiscal 2007 made in connection with closing the quarter, continuing uncertainty regarding general economic conditions, changes in capital spending by carriers and telecommunications companies, growth rates within our industry, the successful development and market acceptance of new products, the degree of competition in the market for such products, the product and channel mix, component costs, manufacturing efficiencies, and other risks detailed in our annual report on Form 10-K for the year ended December 31, 2006, our quarterly report on Form 10-Q for the period ended September 30, 2007 and other documents periodically filed with the Securities and Exchange Commission. These risks and uncertainties could cause actual results to differ materially from those in the forward-looking statements included in this press release. We do not undertake any obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CARRIER ACCESS CORPORATION

Date: January 7, 2008

/s/ GARY GATCHELL

Date: January 22, 2008

/s/ GARY GATCHELL

Gary Gatchell Chief Financial Officer

Gary Gatchell

Chief Financial Officer

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