RUCKUS WIRELESS INC (RKUS) IPO

We estimate that the net proceeds we will receive from this offering will be 
approximately $94.4 million, based upon the initial public offering price of 
$15.00 per share, after deducting estimated underwriting discounts and 
commissions and estimated offering expenses payable by us. If the underwriters 
exercise their option to purchase additional shares from the selling 
stockholders in this offering, there will be no change in the total proceeds to
us. We will not receive any of the proceeds from the sale of shares by the 
selling stockholders, although we will bear the costs, other than underwriting 
discounts and commissions, associated with those sales. 

The principal purposes of this offering are to create a public market for our 
common stock and thereby enable access to the public equity markets by our 
employees and stockholders, obtain additional capital and increase our 
visibility in the marketplace. As of the date of this prospectus we have no 
specific plans for the use of the net proceeds we receive from this offering. 
We intend to use the net proceeds from this offering for working capital and 
other general corporate purposes, including sales and marketing activities and 
products development. We may also use a portion of the net proceeds for the 
acquisition of, or investment in, technologies, solutions or businesses that 
complement our business, although we have no present commitments or agreements 
to enter into any acquisitions or investments. Pending these uses, we plan to 
invest these net proceeds in short-term, interest bearing obligations, 
investment grade instruments, certificates of deposit or direct or guaranteed 
obligations of the United States. The goal with respect to the investment of 
these net proceeds is capital preservation and liquidity so that such funds are
readily available to fund our operations. 

We will have broad discretion in the application of the net proceeds and 
investors will be relying on the judgment of our management regarding the 
application of the net proceeds of this offering.

The market for wireless products is highly competitive and continually 
evolving. Our competitors fall into three primary categories: 

   o  large telecommunications and networking equipment vendors, such as Cisco 
      Systems and Ericsson; 

   o  diversified technology companies, such as Hewlett-Packard and Motorola, 
      that offer wireless products; and 
 
   o  enterprise Wi-Fi companies, such as Aruba Networks, that offer products 
      and services that compete with some of our products and capabilities. 
 
The principal competitive factors in our market include: 

   o  brand awareness and reputation; 
 
   o  price and total cost of ownership; 
 
   o  strength and scale of sales and marketing efforts, professional services 
      and customer support; 
 
   o  product features, reliability and performance; 
 
   o  incumbency of current provider, either for Wi-Fi products or other 
      products;  

   o  scalability of products; 
 
   o  ability to integrate with other technology infrastructures; and 
 
   o  breadth of product offerings. 
 
We compete primarily based on the advanced coverage and scalability features of
our products. Many of our competitors have substantially greater financial, 
technical and other resources, greater name recognition, larger sales and 
marketing budgets, broader distribution and larger and more mature intellectual
property portfolios.