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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1. Name and Address of Reporting Person * Welch David F   2. Issuer Name and Ticker or Trading Symbol INFINERA CORP [INFN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Mktg & Strategy Officer (Last) (First) (Middle) C/O INFINERA CORPORATION, 169 JAVA DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 12/23/2008 (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 12/23/2008   G V 2,500 A $ 0 2,500 I See footnote. (1) Common Stock               22,605 (2) D   Common Stock               325,500 (3) I See footnote. (4) Common Stock               553,750 I See footnote. (5) Common Stock               500,000 I See footnote. (6) Common Stock               1,204,045 I See footnote. (7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Welch David F C/O INFINERA CORPORATION 169 JAVA DRIVE SUNNYVALE, CA 94089			Chief Mktg & Strategy Officer

Signatures

/s/ by Michael O. McCarthy, by power of attorney		02/09/2009
**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)	This transaction involves a gift of securities from a non-Section 16 reporting person directly to the Reporting Person's minor children. The Reporting Person disclaims beneficial ownership of the shares held by his minor children, and this report shall not be deemed an admission that the Reporting Person is the benefical owner of the shares held by his minor children for purposes of Section 16 or for any other purpose.
(2)	Excludes 309,145 shares previously held by the Reporting Person which were re-registered on December 23, 2008 to the Welch Family Trust Dtd 4/3/1996 and are now held indirectly.
(3)	Includes 309,145 shares previously held by the Reporting Person which were re-registered on December 23, 2008 to the Welch Family Trust Dtd 4/3/1996 and are now held indirectly.
(4)	Shares held directly by the Welch Family Trust Dtd 4/3/1996 for which the Reporting Person serves as trustee.
(5)	Shares held directly by SEI Private Company, Trustee of the Welch Family Hertiage Trust I u/1 dated 9/24/01.
(6)	Shares held directly by Welch Group, L.P. of which the Reporting Person is the general partner.
(7)	Shares held directly by LRFA, LLC of which the Reporting Person is the sole managing member.

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