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

                               -------------------

       Date of Report (Date of earliest event reported): January 21, 2004




                               EMCORE CORPORATION
             (Exact name of Registrant as specified in its charter)



           NEW JERSEY                       0-22175              22-2746503
(State or other jurisdiction of    (Commission File Number)   (I.R.S. Employer
         incorporation                                       Identification No.)
        or organization)


                  145 BELMONT DRIVE, SOMERSET, NEW JERSEY 08873
                    (Address of principal offices) (Zip Code)

                                 (732) 271-9090
                Registrant's telephone number including area code

  (Former name or former address, if changed since last report): Not applicable









ITEM 5.  OTHER EVENTS.

         On January 21, 2004, EMCORE Corporation issued a press release,
attached hereto as exhibit 99.1, regarding the commencement of its proposed
exchange offer.

                                    SIGNATURE

         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 thereunto duly authorized.

                                  EMCORE CORPORATION
                                     (Registrant)

                                  By:  /s/ Thomas G. Werthan
                                  ---------------------------------------------
                                  Thomas G. Werthan
                                  Chief Financial Officer

Dated:  January 21, 2004

Exhibit           Description
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99.1              Press Release dated January 21, 2004