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Recent technical innovations in optical networking have altered the economics for access and metro networks and enabled new service offerings to a number of different markets. While these innovations may herald a more aggressive transformation of the network infrastructure, there remain business and technical challenges that must be addressed before wider scale deployments will occur. The challenges facing large carriers are borne mainly out of the characteristics of their existing infrastructure and the business processes that have developed over the years to support that infrastructure and the services that run over it. These challenges fall into one of four major categories: 1) ensuring service demand viability, 2) minimizing the investment risk, 3) the implied business process re-engineering, and 4) access network constraints. Opportunities for continued technical innovations to address these challenges exist; however, not all challenges are addressable with new technologies: the technical transformations of the network must be accompanied by the appropriate business transformations.