This paper represents the technical core of a pre-competitive consortium formed by AT&T, DEC and MIT to study the technology, architecture and applications of wide-band all-optical networks of local to national ( or international ) extent. This effort is currently partially sponsored by the Defence Advanced Research Projects Agency (DARPA). Sections I and II of this paper provide a general introduction to all-optical networks and discuss some proposed applications. Sections III, IV and V cover the architecture, technology and test-bed portions of our effort.