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):  JUNE 30, 1997
  
                                  ---------------
  
                            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)
  
                                         1
  <PAGE>
   
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
       On June 30, 1997, Ascend Communications, Inc. (the "Company") completed its
  merger (the "Merger") with Cascade Communications Corp. ("Cascade").  To effect
  the Merger, a wholly-owned subsidiary of the Company was merged with and into
  Cascade, with Cascade as the surviving corporation in the Merger.  Upon
  consummation of the Merger, Cascade became a wholly-owned subsidiary of the
  Company.  The Merger will be recorded as a pooling of interests for accounting
  purposes.
  
       In the Merger, each outstanding share of Common Stock of Cascade ("Cascade
  Common Stock") was converted into the right to receive 0.7 of a share of the
  Common Stock of the Company ("Company Common Stock").  Outstanding options to
  acquire Cascade Common Stock were assumed by the Company and will be exercisable
  for shares of Company Common Stock at the same conversion ratio.  The Company
  will issue approximately 66,346,000 shares of Company Common Stock in exchange
  for all outstanding shares of Cascade Common Stock.  Such shares have an
  aggregate market value of approximately $2,612,373,750 based on the closing
  price of Company Common Stock on June 30, 1997 as reported on the Nasdaq
  National Market.  In addition, the Company has reserved for issuance and
  registered 8,454,933 additional shares of Company Common Stock for issuance upon
  the exercise of stock options to purchase Cascade 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 Reorganization, dated as of March 30, 1997,
                 among the Company, Catskill Merger Corporation, a Delaware
                 corporation and wholly-owned subsidiary of the Company and
                 Cascade.
  
  99             Press release announcing completion of the Merger.
  
  
  
  _____________________________
  *    Filed as an exhibit to the Company's Registration Statement on Form S-4
       (File No. 333-25287) filed with the Securities and Exchange Commission on
       April 16, 1997 and incorporated herein by reference.
  
                                         2
  <PAGE>
   
                                     SIGNATURES
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                                      Ascend Communications, Inc.
  
  
  
  July 11, 1997                       By:  /s/ Robert K. Dahl
                                           ----------------------------------
                                           Robert K. Dahl,
                                           Vice President, Finance and
                                           Chief Financial Officer
  
                                         3
  <PAGE>
   
                                   EXHIBIT INDEX
  
  
  Exhibit No.              Description
  -----------              -----------
  
  2.1*           Agreement and Plan of Reorganization, dated as of March 30, 1997,
                 among the Company, Sub and Cascade.
  
  99             Press release announcing completion of the Merger.
  
  
  
  ______________________________________
  *    Filed as an exhibit to the Company's Registration Statement on Form S-4
       (File No. 333-25287) filed with the Securities and Exchange Commission on
       April 16, 1997 and incorporated herein by reference.
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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": "97639608"}, "business-address": {"street1": "1701 HARBOR BAY PKWY", "city": "ALAMEDA", "state": "CA", "zip": "94502", "phone": "5107696001"}, "mail-address": {"street1": "1275 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):  JUNE 30, 1997
  
                                  ---------------
  
                            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)
  
                                         1
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
       On June 30, 1997, Ascend Communications, Inc. (the "Company") completed its
  merger (the "Merger") with Cascade Communications Corp. ("Cascade").  To effect
  the Merger, a wholly-owned subsidiary of the Company was merged with and into
  Cascade, with Cascade as the surviving corporation in the Merger.  Upon
  consummation of the Merger, Cascade became a wholly-owned subsidiary of the
  Company.  The Merger will be recorded as a pooling of interests for accounting
  purposes.
  
       In the Merger, each outstanding share of Common Stock of Cascade ("Cascade
  Common Stock") was converted into the right to receive 0.7 of a share of the
  Common Stock of the Company ("Company Common Stock").  Outstanding options to
  acquire Cascade Common Stock were assumed by the Company and will be exercisable
  for shares of Company Common Stock at the same conversion ratio.  The Company
  will issue approximately 66,346,000 shares of Company Common Stock in exchange
  for all outstanding shares of Cascade Common Stock.  Such shares have an
  aggregate market value of approximately $2,612,373,750 based on the closing
  price of Company Common Stock on June 30, 1997 as reported on the Nasdaq
  National Market.  In addition, the Company has reserved for issuance and
  registered 8,454,933 additional shares of Company Common Stock for issuance upon
  the exercise of stock options to purchase Cascade 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 Reorganization, dated as of March 30, 1997,
                 among the Company, Catskill Merger Corporation, a Delaware
                 corporation and wholly-owned subsidiary of the Company and
                 Cascade.
  
  99             Press release announcing completion of the Merger.
  
  _____________________________
  *    Filed as an exhibit to the Company's Registration Statement on Form S-4
       (File No. 333-25287) filed with the Securities and Exchange Commission on
       April 16, 1997 and incorporated herein by reference.
  
                                         2
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                      Ascend Communications, Inc.
  
  July 11, 1997                       By:  /s/ Robert K. Dahl
                                           ----------------------------------
                                           Robert K. Dahl,
                                           Vice President, Finance and
                                           Chief Financial Officer
  
                                         3
  EXHIBIT INDEX
  
  Exhibit No.              Description
  -----------              -----------
  
  2.1*           Agreement and Plan of Reorganization, dated as of March 30, 1997,
                 among the Company, Sub and Cascade.
  
  99             Press release announcing completion of the Merger.
  
  ______________________________________
  *    Filed as an exhibit to the Company's Registration Statement on Form S-4
       (File No. 333-25287) filed with the Securities and Exchange Commission on
       April 16, 1997 and incorporated herein by reference.