<PAGE>   1
    As filed with the Securities and Exchange Commission on January 21, 1998

                                                  Registration No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                   ----------

                       ADVANCED FIBRE COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                   68-0277743
     (State or other jurisdiction              (IRS Employer Identification No.)
   of incorporation or organization)

                          1445 MCDOWELL BOULEVARD NORTH
                           PETALUMA, CALIFORNIA 94954
               (Address of principal executive offices) (Zip Code)

                                   ----------

                            1996 STOCK INCENTIVE PLAN

                            (Full title of the Plan)

                                   ----------

                                 CARL J. GRIVNER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                       ADVANCED FIBRE COMMUNICATIONS, INC.
                          1445 MCDOWELL BOULEVARD NORTH
                           PETALUMA, CALIFORNIA 94954
                                 (707) 794-7700

          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
======================================================================================================
                                                    Proposed        Proposed
         Title of                                    Maximum         Maximum
        Securities                  Amount          Offering        Aggregate         Amount of
           to be                    to be             Price         Offering        Registration
        Registered               Registered(1)      per Share         Price              Fee
        ----------               -------------      ---------       ---------       -------------
<S>                                <C>              <C>           <C>                  <C>
1996 Stock Incentive Plan

Common Stock, $0.01 par value      4,138,074        $28.3750(2)   $117,417,849.70(2)   $34,639

======================================================================================================
</TABLE>

(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1996 Stock Incentive Plan
        by reason of any stock dividend, stock split, recapitalization or other
        similar transaction effected without the receipt of consideration which
        results in an increase in the number of the outstanding shares of Common
        Stock of Advanced Fibre Communications, Inc.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the average of the
        high and low selling prices per share of Common Stock of Advanced Fibre
        Communications, Inc. on January 15, 1998, as reported by the Nasdaq
        National Market.



<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

        Advanced Fibre Communications, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"SEC"):

        (a)    The Registrant's Annual Report on Form 10-K405 for the fiscal
               year ended December 31, 1996, as amended, filed with the SEC on
               January 28, 1997;

        (b)    The Registrant's Quarterly Reports on Form 10-Q for the fiscal
               quarters ended March 31, 1997 and June 30, 1997 and September 30,
               1997, filed with the SEC on May 9, 1997, August 8, 1997 and
               November 7, 1997, respectively; and

        (c)    The Registrant's Registration Statement No. 00-028734 on Form 8-A
               filed with the SEC on July 31, 1996 pursuant to Section 12 of the
               Securities Exchange Act of 1934, as amended (the "1934 Act"), in
               which the terms, rights and provisions applicable to the
               Registrant's outstanding Common Stock are described.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


Item 4.  Description of Securities

        Not Applicable.


Item 5.  Interests of Named Experts and Counsel

        Not Applicable.


Item 6.  Indemnification of Directors and Officers

        The Registrant's certificate of incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. This provision is
intended to allow the Registrant's directors the benefit of Delaware General
Corporation Law which provides that directors of Delaware corporations may be
relieved of monetary liability for breach of their fiduciary duties as
directors, except under certain circumstances, including breach of their duty of
loyalty, acts or omissions not in good faith or involving intentional misconduct
or a knowing violation of law, unlawful payments or dividends or unlawful stock
repurchases or redemptions or any transaction from which the director derived an
improper personal benefit. As a result, the Registrant and its stockholders may
be unable to obtain monetary damages from a director for breach of conduct if
equitable remedies are not available. In addition, the Registrant's bylaws
provide that the Registrant shall indemnify its executive officers and directors
to the fullest extent provided by Delaware law. The bylaws also authorize the
use of indemnification agreements, and the Registrant has entered into such
agreements with each of its directors and executive officers. Insofar as
indemnification for liabilities arising under the Securities Act may be provided
to the Registrant's executive officers and directors, the Registrant has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable.


<PAGE>   3

Item 7.  Exemption from Registration Claimed

        Not Applicable.


Item 8.  Exhibits

<TABLE>
<CAPTION>
      Number      Exhibit
      ------      -------
     <S>          <C>
      4.0         Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement No. 00-028734 on Form
                  8-A which is incorporated herein by reference pursuant to Item
                  3(b).

      5.0         Opinion and consent of Brobeck, Phleger & Harrison LLP.

     23.1         Consent of KPMG Peat Marwick LLP, Independent Auditors.

     23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.

     24.0         Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.

     99.1         1996 Stock Incentive Plan.
</TABLE>


Item 9.  Undertakings

    A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1996
Stock Incentive Plan.

    B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    C. Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers, or controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

                                      II-2.

<PAGE>   4

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Petaluma, State of California on this
21st day of January, 1998.

                               ADVANCED FIBRE COMMUNICATIONS, INC.


                               By:  /s/ Carl J. Grivner
                                   ----------------------------------------
                                       Carl J. Grivner
                                       President & Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

               That the undersigned officers and directors of Advanced Fibre
Communications, Inc., a Delaware corporation, do hereby constitute and appoint
Carl J. Grivner and Peter A. Darbee and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.

               IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
Signature                           Title                          Date
---------                           -----                          ----
<S>                                 <C>                        <C>
/s/ Carl J. Grivner                 President and              January 21, 1998
-----------------------------       Chief Executive Officer
Carl J. Grivner
</TABLE>


                                      II-3.

<PAGE>   5


<TABLE>
<CAPTION>
Signature                           Title                          Date
---------                           -----                          ----
<S>                                 <C>                        <C>
/s/ Donald Green                    Chairman of the Board      January 21, 1998
-----------------------------
Donald Green


/s/ Peter A. Darbee                 Vice President, Chief      January 21, 1998
------------------------------      Financial Officer, 
Peter A. Darbee                     (Principal Financial and
                                    Accounting Officer)


/s/ B.J. Cassin                     Director                   January 21, 1998
-----------------------------
B.J. Cassin


/s/ Clifford H. Higgerson           Director                   January 21, 1998
-----------------------------
Clifford H. Higgerson


/s/ Brian Jackman                   Director                   January 21, 1998
-----------------------------
Brian Jackman


/s/ Dan Rasdal                      Director                   January 21, 1998
-----------------------------
Dan Rasdal


/s/ Alex Sozonoff                   Director                   January 21, 1998
-----------------------------
Alex Sozonoff
</TABLE>



                                      II-4.

<PAGE>   6



                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933



                       ADVANCED FIBRE COMMUNICATIONS, INC.




<PAGE>   7

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
      Number      Exhibit
      ------      -------
     <S>          <C>
      4.0         Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement No. 00-028734 on Form
                  8-A which is incorporated herein by reference pursuant to Item
                  3(b).

      5.0         Opinion and consent of Brobeck, Phleger & Harrison LLP.

     23.1         Consent of KPMG Peat Marwick LLP, Independent Auditors.

     23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.

     24.0         Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.

     99.1         1996 Stock Incentive Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17543}]
{"company-data": {"conformed-name": "ADVANCED FIBRE COMMUNICATIONS INC", "cik": "0000898805", "assigned-sic": "3661", "irs-number": "680277743", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44645", "film-number": "98510530"}, "business-address": {"street1": "ONE WILLOW BROOK COURT", "street2": "P.O. BOX 751239", "city": "PETALUMA", "state": "CA", "zip": "94975-1239", "phone": "7077947700"}, "mail-address": {"street1": "ONE WILLOW BROOK COURT", "street2": "P.O. BOX 751239", "city": "PETALUMA", "state": "CA", "zip": "94975-1239"}}
1
    As filed with the Securities and Exchange Commission on January 21, 1998

                                                  Registration No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                   ----------

                       ADVANCED FIBRE COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                   68-0277743
     (State or other jurisdiction              (IRS Employer Identification No.)
   of incorporation or organization)

                          1445 MCDOWELL BOULEVARD NORTH
                           PETALUMA, CALIFORNIA 94954
               (Address of principal executive offices) (Zip Code)

                                   ----------

                            1996 STOCK INCENTIVE PLAN

                            (Full title of the Plan)

                                   ----------

                                 CARL J. GRIVNER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                       ADVANCED FIBRE COMMUNICATIONS, INC.
                          1445 MCDOWELL BOULEVARD NORTH
                           PETALUMA, CALIFORNIA 94954
                                 (707) 794-7700

          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
======================================================================================================
                                                    Proposed        Proposed
         Title of                                    Maximum         Maximum
        Securities                  Amount          Offering        Aggregate         Amount of
           to be                    to be             Price         Offering        Registration
        Registered               Registered(1)      per Share         Price              Fee
        ----------               -------------      ---------       ---------       -------------
1996 Stock Incentive Plan

Common Stock, $0.01 par value      4,138,074        $28.3750(2)   $117,417,849.70(2)   $34,639

======================================================================================================
(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1996 Stock Incentive Plan
        by reason of any stock dividend, stock split, recapitalization or other
        similar transaction effected without the receipt of consideration which
        results in an increase in the number of the outstanding shares of Common
        Stock of Advanced Fibre Communications, Inc.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the average of the
        high and low selling prices per share of Common Stock of Advanced Fibre
        Communications, Inc. on January 15, 1998, as reported by the Nasdaq
        National Market.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

        Advanced Fibre Communications, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"SEC"):

        (a)    The Registrant's Annual Report on Form 10-K405 for the fiscal
               year ended December 31, 1996, as amended, filed with the SEC on
               January 28, 1997;

        (b)    The Registrant's Quarterly Reports on Form 10-Q for the fiscal
               quarters ended March 31, 1997 and June 30, 1997 and September 30,
               1997, filed with the SEC on May 9, 1997, August 8, 1997 and
               November 7, 1997, respectively; and

        (c)    The Registrant's Registration Statement No. 00-028734 on Form 8-A
               filed with the SEC on July 31, 1996 pursuant to Section 12 of the
               Securities Exchange Act of 1934, as amended (the "1934 Act"), in
               which the terms, rights and provisions applicable to the
               Registrant's outstanding Common Stock are described.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

        Not Applicable.

Item 5.  Interests of Named Experts and Counsel

        Not Applicable.

Item 6.  Indemnification of Directors and Officers

        The Registrant's certificate of incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. This provision is
intended to allow the Registrant's directors the benefit of Delaware General
Corporation Law which provides that directors of Delaware corporations may be
relieved of monetary liability for breach of their fiduciary duties as
directors, except under certain circumstances, including breach of their duty of
loyalty, acts or omissions not in good faith or involving intentional misconduct
or a knowing violation of law, unlawful payments or dividends or unlawful stock
repurchases or redemptions or any transaction from which the director derived an
improper personal benefit. As a result, the Registrant and its stockholders may
be unable to obtain monetary damages from a director for breach of conduct if
equitable remedies are not available. In addition, the Registrant's bylaws
provide that the Registrant shall indemnify its executive officers and directors
to the fullest extent provided by Delaware law. The bylaws also authorize the
use of indemnification agreements, and the Registrant has entered into such
agreements with each of its directors and executive officers. Insofar as
indemnification for liabilities arising under the Securities Act may be provided
to the Registrant's executive officers and directors, the Registrant has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable.
3

Item 7.  Exemption from Registration Claimed

        Not Applicable.

Item 8.  Exhibits
Number      Exhibit
      ------      -------
4.0         Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement No. 00-028734 on Form
                  8-A which is incorporated herein by reference pursuant to Item
                  3(b).

      5.0         Opinion and consent of Brobeck, Phleger & Harrison LLP.

     23.1         Consent of KPMG Peat Marwick LLP, Independent Auditors.

     23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.

     24.0         Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.

     99.1         1996 Stock Incentive Plan.
Item 9.  Undertakings

    A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1996
Stock Incentive Plan.

    B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    C. Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers, or controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

                                      II-2.
4

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Petaluma, State of California on this
21st day of January, 1998.

                               ADVANCED FIBRE COMMUNICATIONS, INC.

                               By:  /s/ Carl J. Grivner
                                   ----------------------------------------
                                       Carl J. Grivner
                                       President & Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

               That the undersigned officers and directors of Advanced Fibre
Communications, Inc., a Delaware corporation, do hereby constitute and appoint
Carl J. Grivner and Peter A. Darbee and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.

               IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                           Title                          Date
---------                           -----                          ----
/s/ Carl J. Grivner                 President and              January 21, 1998
-----------------------------       Chief Executive Officer
Carl J. Grivner
II-3.
5
Signature                           Title                          Date
---------                           -----                          ----
/s/ Donald Green                    Chairman of the Board      January 21, 1998
-----------------------------
Donald Green

/s/ Peter A. Darbee                 Vice President, Chief      January 21, 1998
------------------------------      Financial Officer, 
Peter A. Darbee                     (Principal Financial and
                                    Accounting Officer)

/s/ B.J. Cassin                     Director                   January 21, 1998
-----------------------------
B.J. Cassin

/s/ Clifford H. Higgerson           Director                   January 21, 1998
-----------------------------
Clifford H. Higgerson

/s/ Brian Jackman                   Director                   January 21, 1998
-----------------------------
Brian Jackman

/s/ Dan Rasdal                      Director                   January 21, 1998
-----------------------------
Dan Rasdal

/s/ Alex Sozonoff                   Director                   January 21, 1998
-----------------------------
Alex Sozonoff
II-4.
6

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                       ADVANCED FIBRE COMMUNICATIONS, INC.
7

                                  EXHIBIT INDEX
Number      Exhibit
      ------      -------
4.0         Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement No. 00-028734 on Form
                  8-A which is incorporated herein by reference pursuant to Item
                  3(b).

      5.0         Opinion and consent of Brobeck, Phleger & Harrison LLP.

     23.1         Consent of KPMG Peat Marwick LLP, Independent Auditors.

     23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.

     24.0         Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.

     99.1         1996 Stock Incentive Plan.