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):  JANUARY 26, 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.)
  
  
  
                  1701 HARBOR BAY PARKWAY                    
                    ALAMEDA, CALIFORNIA                      94502
          (Address of principal executive offices)         (Zip Code)
  
  
  
        Registrant's telephone number, including area code:  (510) 769-6001
  
  
            This Form 8-K consists of 3 pages of which this is page 1.
  <PAGE>
   
  ITEM 5.  OTHER EVENTS
  
       For the 30-day period ended January 26, 1997, Ascend Communications, Inc.,
  a Delaware corporation, had consolidated net income of approximately $12.9
  million and consolidated sales of approximately $59.6 million.
  
                                         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.
  
  
                                          /s/ Michael Johnson
  January 31, 1997                    By: ___________________________________
                                            Michael Johnson,
                                            Controller and
                                            Chief Accounting Officer
  
                                         3
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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):  JANUARY 26, 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.)
  
                  1701 HARBOR BAY PARKWAY                    
                    ALAMEDA, CALIFORNIA                      94502
          (Address of principal executive offices)         (Zip Code)
  
        Registrant's telephone number, including area code:  (510) 769-6001
  
            This Form 8-K consists of 3 pages of which this is page 1.
  ITEM 5.  OTHER EVENTS
  
       For the 30-day period ended January 26, 1997, Ascend Communications, Inc.,
  a Delaware corporation, had consolidated net income of approximately $12.9
  million and consolidated sales of approximately $59.6 million.
  
                                         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.
  
                                          /s/ Michael Johnson
  January 31, 1997                    By: ___________________________________
                                            Michael Johnson,
                                            Controller and
                                            Chief Accounting Officer
  
                                         3