UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE):

[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended March 31, 2004

or

[   ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             .

Commission File Number: 0-22175

EMCORE CORPORATION

(Exact name of Registrant as specified in its charter)

New Jersey (State or other jurisdiction of incorporation or organization)				22-2746503 (IRS Employer Identification No.)

145 Belmont Drive
Somerset, NJ 08873

(Address of principal executive offices) (zip code)

(732) 271-9090

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ].

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [X] No [   ].

The number of shares of the registrant's common stock, no par value, outstanding as of May 5, 2004 was 46,594,743.
    
    
    

ITEM 1.   Financial Statements

EMCORE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and six months ended March 31, 2004 and 2003
(in thousands, except income (loss) per share)
(unaudited)

				Three Months Ended March 31,								Six Months Ended March 31,
				2004				2003				2004				2003
																(As restated see Note 9)
Revenue				$	23,180			$	16,864			$	46,305			$	26,246
Cost of revenue					20,499				17,705				40,444				29,712
Gross profit (loss)					2,681				(841	)			5,861				(3,466	)
Operating expenses:
Selling, general and administrative					5,644				5,499				10,951				9,473
Research and development					5,714				4,212				11,760				6,661
Total operating expenses					11,358				9,711				22,711				16,134
Operating loss					(8,677	)			(10,552	)			(16,850	)			(19,600	)
Other (income) expenses:
Interest income					(199	)			(300	)			(357	)			(705	)
Interest expense					1,685				2,046				3,710				4,237
Gain from debt extinguishment					(12,312	)			—				(12,312	)			(6,614	)
Equity in net loss (income) of GELcore					51				731				(216	)			1,302
Total other (income) expenses					(10,775	)			2,477				(9,175	)			(1,780	)
Income (loss) from continuing operations					2,098				(13,029	)			(7,675	)			(17,820	)
Discontinued operations:
(Loss) income from discontinued operations					(348	)			488				(2,045	)			2,382
Gain on disposal of discontinued operations					—				—				19,584				—
(Loss) income from discontinued operations					(348	)			488				17,539				2,382
Net income (loss)				$	1,750			$	(12,541	)		$	9,864			$	(15,438	)
Per Share Data:
Basic per share data:
Income (loss) from continuing operations				$	0.05			$	(0.35	)		$	(0.19	)		$	(0.48	)
(Loss) income from discontinued operations				$	(0.01	)		$	0.01			$	0.44			$	0.06
Net income (loss)				$	0.04			$	(0.34	)		$	0.25			$	(0.42	)
Diluted per share data:
Income (loss) from continuing operations				$	0.05			$	(0.35	)		$	(0.19	)		$	(0.48	)
(Loss) income from discontinued operations				$	(0.01	)		$	0.01			$	0.44			$	0.06
Net income (loss)				$	0.04			$	(0.34	)		$	0.25			$	(0.42	)
Weighted average basic shares outstanding used in per basic share calculations					41,904				36,936				39,872				36,857
Weighted average diluted shares outstanding used in per diluted share calculations					43,725				36,936				39,872				36,857

The accompanying notes are an integral part of these consolidated financial statements.

1

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EMCORE CORPORATION
CONSOLIDATED BALANCE SHEETS
As of March 31, 2004 and September 30, 2003
(in thousands)
(unaudited)

				As of March 31, 2004				As of September 30, 2003
ASSETS
Current assets:
Cash and cash equivalents				$