content: <PAGE>
   
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                          PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  October 19, 1998
  
  
  
                            ASCEND COMMUNICATIONS, INC.
              (Exact name of registrant as specified in its charter)
  
  
             DELAWARE                      0-23774                94-3092033
  (State or other jurisdiction of  (Commission File Number)   (I.R.S. Employer)
  incorporation or organization)                              Identification No.)
  
  
  
                    ONE ASCEND PLAZA
                1701 HARBOR BAY PARKWAY                      94502
                   ALAMEDA, CALIFORNIA
       (Address of principal executive offices)            (Zip Code)
  
  
  
        Registrant's telephone number, including area code: (510) 769-6001
  
                                  Not applicable.
           ------------------------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
   
  Item 2.  Acquisition or Disposition of Assets.
  
       On October 19, 1998, Ascend Communications, Inc. (the "Company")
  completed its merger (the "Merger") with Stratus Computer, Inc. ("Stratus") 
  upon approval of the Merger by Stratus shareholders and satisfying other closing
  conditions.
  
       Under the terms of the Merger, each share of Stratus will be exchanged for
  0.75 shares of Ascend in a tax-free stock-for-stock exchange. Based on Ascend's
  closing price on July 31, 1998, the combination will have a transaction value of
  $33.35 per share, or $822 million in total. The acquisition will be accounted
  for as a purchase. In addition, the Company has reserved for issuance and
  registered 3,032,215 additional shares of Company Common Stock for issuance upon
  the exercise of stock options to purchase Stratus Common Stock assumed by the
  Company in the Merger.
  
  Item 7.  Exhibits.
  
       (a) Financial statements of business acquired.  To be filed by amendment.
  
       (b) Pro forma financial information.  To be filed by amendment.
  
       (c) Exhibits.
  
  
  Exhibit No.   Description
  ------------  -----------
  
   2.1*         Agreement and Plan of Merger, dated as of August 3, 1998, among
                the Company, Wildcard Merger Corporation, a Delaware corporation
                and wholly-owned subsidiary of the Company and Stratus.
  ______________
  * Filed as an exhibit to the Company's Registration Statement on Form S-4 (File
    No. 333-62281) filed with the Securities and Exchange Commission on August 26,
    1998 and incorporated herein by reference.
  <PAGE>
   
                                     SIGNATURES
                                          
    Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                      ASCEND COMMUNICATIONS, INC.
  
  
  
  Date:  October 22, 1998             By: /s/ Michael F.G. Ashby
                                         -----------------------------------------
                                         Michael F.G. Ashby
                                         Executive Vice President, Chief Financial
                                         Officer and Secretary
                                         (Principal Financial and Accounting
                                         Officer)
  <PAGE>
   
                                   EXHIBIT INDEX
  
  
  Exhibit No.   Description
  ------------  -----------
  
   2.1*         Agreement and Plan of Merger, dated as of August 3, 1998, among
                the Company, Wildcard Merger Corporation, a Delaware corporation
                and wholly-owned subsidiary of the Company and Stratus.
              
  ______________
  * Filed as an exhibit to the Company's Registration Statement on Form S-4 (File
    No. 333-62281) filed with the Securities and Exchange Commission on August 26,
    1998 and incorporated herein by reference.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4206}]
metadata_filer: {"company-data": {"conformed-name": "ASCEND COMMUNICATIONS INC", "cik": "0000921146", "assigned-sic": "3576", "irs-number": "943092033", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23774", "film-number": "98730042"}, "business-address": {"street1": "1701 HARBOR BAY PKWY", "city": "ALAMEDA", "state": "CA", "zip": "94502", "phone": "5107696001"}, "mail-address": {"street1": "ONE ASCEND PLAZA", "street2": "1701 HARBOR BAY PARKWAY", "city": "ALAMEDA", "state": "CA", "zip": "94502"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                          PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
  
      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  October 19, 1998
  
                            ASCEND COMMUNICATIONS, INC.
              (Exact name of registrant as specified in its charter)
  
             DELAWARE                      0-23774                94-3092033
  (State or other jurisdiction of  (Commission File Number)   (I.R.S. Employer)
  incorporation or organization)                              Identification No.)
  
                    ONE ASCEND PLAZA
                1701 HARBOR BAY PARKWAY                      94502
                   ALAMEDA, CALIFORNIA
       (Address of principal executive offices)            (Zip Code)
  
        Registrant's telephone number, including area code: (510) 769-6001
  
                                  Not applicable.
           ------------------------------------------------------------
           (Former name or former address, if changed since last report)
  Item 2.  Acquisition or Disposition of Assets.
  
       On October 19, 1998, Ascend Communications, Inc. (the "Company")
  completed its merger (the "Merger") with Stratus Computer, Inc. ("Stratus") 
  upon approval of the Merger by Stratus shareholders and satisfying other closing
  conditions.
  
       Under the terms of the Merger, each share of Stratus will be exchanged for
  0.75 shares of Ascend in a tax-free stock-for-stock exchange. Based on Ascend's
  closing price on July 31, 1998, the combination will have a transaction value of
  $33.35 per share, or $822 million in total. The acquisition will be accounted
  for as a purchase. In addition, the Company has reserved for issuance and
  registered 3,032,215 additional shares of Company Common Stock for issuance upon
  the exercise of stock options to purchase Stratus Common Stock assumed by the
  Company in the Merger.
  
  Item 7.  Exhibits.
  
       (a) Financial statements of business acquired.  To be filed by amendment.
  
       (b) Pro forma financial information.  To be filed by amendment.
  
       (c) Exhibits.
  
  Exhibit No.   Description
  ------------  -----------
  
   2.1*         Agreement and Plan of Merger, dated as of August 3, 1998, among
                the Company, Wildcard Merger Corporation, a Delaware corporation
                and wholly-owned subsidiary of the Company and Stratus.
  ______________
  * Filed as an exhibit to the Company's Registration Statement on Form S-4 (File
    No. 333-62281) filed with the Securities and Exchange Commission on August 26,
    1998 and incorporated herein by reference.
  SIGNATURES
                                          
    Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                      ASCEND COMMUNICATIONS, INC.
  
  Date:  October 22, 1998             By: /s/ Michael F.G. Ashby
                                         -----------------------------------------
                                         Michael F.G. Ashby
                                         Executive Vice President, Chief Financial
                                         Officer and Secretary
                                         (Principal Financial and Accounting
                                         Officer)
  EXHIBIT INDEX
  
  Exhibit No.   Description
  ------------  -----------
  
   2.1*         Agreement and Plan of Merger, dated as of August 3, 1998, among
                the Company, Wildcard Merger Corporation, a Delaware corporation
                and wholly-owned subsidiary of the Company and Stratus.
              
  ______________
  * Filed as an exhibit to the Company's Registration Statement on Form S-4 (File
    No. 333-62281) filed with the Securities and Exchange Commission on August 26,
    1998 and incorporated herein by reference.