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):  AUGUST 3, 1998
  
                      ------------------------------------
  
                           ASCEND COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)
  
  
            DELAWARE                      0-23774                  94-3092033
  (State or other jurisdiction    (Commission File Number)      (I.R.S. Employer
      of incorporation or                                      Identification No.)
        organization) 
  
  
             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 5.  Other Events
  
           On August 3, 1998, Ascend Communications, Inc., a Delaware corporation
  (the "Company"), Wildcard Merger Corporation, a Delaware corporation and wholly-
  owned subsidiary of the Company ("Sub"), and Stratus Computer, Inc., a
  Massachusetts corporation ("Stratus"), entered into an Agreement and Plan of
  Merger (the "Merger Agreement") providing for the merger of Sub with and into
  Stratus (the "Merger"), with Stratus surviving the Merger and becoming a wholly-
  owned subsidiary of the Company.  Pursuant to the Merger Agreement, by virtue of
  the Merger, each outstanding share of common stock of Stratus will be converted
  into the right to receive 0.75 of a share of the common stock of the Company
  (the "Exchange Ratio").  Further, any outstanding but unexercised options or
  rights to purchase common stock of Stratus will be assumed by the Company and
  will become options or rights to acquire common stock of the Company, adjusted
  to reflect the Exchange Ratio.
  
  The Merger is expected to qualify as a tax-free reorganization and to be
  accounted for using the purchase method of acquisition accounting.  Consummation
  of the Merger is subject to a number of conditions including but not limited to
  approval by the stockholder of Stratus and the receipt of all necessary
  regulatory approvals.
  
                                         2
  <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:  August 14, 1998              By:  /s/ Michael F.G. Ashby
                                         ------------------------
                                         Michael F.G. Ashby
                                         Executive Vice President, Chief Financial
                                         Officer and Secretary
                                         (Principal Financial and 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):  AUGUST 3, 1998
  
                      ------------------------------------
  
                           ASCEND COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)
  
            DELAWARE                      0-23774                  94-3092033
  (State or other jurisdiction    (Commission File Number)      (I.R.S. Employer
      of incorporation or                                      Identification No.)
        organization) 
  
             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 5.  Other Events
  
           On August 3, 1998, Ascend Communications, Inc., a Delaware corporation
  (the "Company"), Wildcard Merger Corporation, a Delaware corporation and wholly-
  owned subsidiary of the Company ("Sub"), and Stratus Computer, Inc., a
  Massachusetts corporation ("Stratus"), entered into an Agreement and Plan of
  Merger (the "Merger Agreement") providing for the merger of Sub with and into
  Stratus (the "Merger"), with Stratus surviving the Merger and becoming a wholly-
  owned subsidiary of the Company.  Pursuant to the Merger Agreement, by virtue of
  the Merger, each outstanding share of common stock of Stratus will be converted
  into the right to receive 0.75 of a share of the common stock of the Company
  (the "Exchange Ratio").  Further, any outstanding but unexercised options or
  rights to purchase common stock of Stratus will be assumed by the Company and
  will become options or rights to acquire common stock of the Company, adjusted
  to reflect the Exchange Ratio.
  
  The Merger is expected to qualify as a tax-free reorganization and to be
  accounted for using the purchase method of acquisition accounting.  Consummation
  of the Merger is subject to a number of conditions including but not limited to
  approval by the stockholder of Stratus and the receipt of all necessary
  regulatory approvals.
  
                                         2
  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:  August 14, 1998              By:  /s/ Michael F.G. Ashby
                                         ------------------------
                                         Michael F.G. Ashby
                                         Executive Vice President, Chief Financial
                                         Officer and Secretary
                                         (Principal Financial and Accounting
                                         Officer)
  
                                         3