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 
  
  
                             January 12, 1999           
                     (Date of earliest event reported) 
  
                                       
                         Ascend Communications, Inc.                
           (Exact name of Registrant as specified in its charter) 
  
  
  Delaware                 0-23774                  94-3092033       
 (State or other     (Commission File Number)     (IRS Employer 
 Jurisdiction of                                  Identification No.) 
 Incorporation) 
  
                                       
          One Ascend Plaza, 1701 Harbor Bay Parkway, Alameda, CA  94502
            (Address of principal executive offices)             (Zip Code) 
  
                                       
                                 (510) 769-6001
            (Registrant's telephone number, including area code) 
  
                                       
                                     N/A                             
       (Former name or former address, if changed since last report) 
  

  
  
 ITEM 5.  OTHER EVENTS. 
  
           Ascend Communications, Inc., a Delaware corporation ("Ascend"),
 Lucent Technologies Inc., a Delaware corporation ("Lucent"), and Dasher
 Merger Inc., a Delaware corporation and a wholly owned subsidiary of Lucent
 ("Sub"), entered into an Agreement and Plan of Merger, dated as of January
 12, 1999 (the "Merger Agreement"), pursuant to which, and subject to the
 conditions thereof, Ascend will become a wholly owned subsidiary of Lucent
 through the merger of Sub with and into Ascend.  In connection with the
 Merger Agreement, Ascend and Lucent entered into a Stock Option Agreement,
 dated as of January 12, 1999 (the "Stock Option Agreement"), pursuant to
 which Lucent has the right, under certain circumstances, to purchase up to
 43,832,749 shares of Common Stock, par value $.001 per share, of Ascend.  A
 copy of each of the Merger Agreement and the Stock Option Agreement is
 attached hereto as Exhibit 2.1 and Exhibit 4.1, respectively.  Such
 Exhibits are incorporated by reference into this Item 5 and the foregoing
 description is qualified in its entirety by reference to such Exhibits.  
  
 ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS. 
  
 (c)       Exhibits. 
  
 Exhibit No.              Description 
  
      2.1       Agreement and Plan of Merger, dated as of January 12, 1999,
                among Lucent Technologies Inc., a Delaware corporation
                ("Lucent"), Dasher Merger Inc., a Delaware corporation and a
                wholly owned subsidiary of Lucent, and Ascend
                Communications, Inc., a Delaware corporation. 
  
      4.1       Stock Option Agreement, dated as of January 12, 1999, by and
                between Ascend Communications, Inc., a Delaware corporation,
                and Lucent Technologies Inc., a Delaware corporation. 
  

                                    SIGNATURE
  
  
           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. 
  
  
                               By:  /s/ Michael F.G. Ashby    
                                    -------------------------------
                                    Michael F.G. Ashby 
                                    Executive Vice President, 
                                    Chief Financial Officer, and 
                                    Secretary (Principal 
                                    Financial and Accounting 
                                    Officer) 
  
  
  
 Date:  January 13, 1999 
  

  
  
                               EXHIBIT INDEX 
  
 Exhibit    
 No.       Description 
  
 2.1       Agreement and Plan of Merger, dated as of January 12, 1999, among
           Lucent Technologies Inc., a Delaware corporation ("Lucent"),
           Dasher Merger Inc., a Delaware corporation and a wholly owned
           subsidiary of Lucent, and Ascend Communications, Inc., a Delaware
           corporation. 
  
 4.1       Stock Option Agreement, dated as of January 12, 1999, by and
           between Ascend Communications, Inc., a Delaware corporation, and
           Lucent Technologies Inc., a Delaware corporation.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4675}]
{"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": "99506742"}, "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"}}
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 
  
  
                             January 12, 1999           
                     (Date of earliest event reported) 
  
                                       
                         Ascend Communications, Inc.                
           (Exact name of Registrant as specified in its charter) 
  
  
  Delaware                 0-23774                  94-3092033       
 (State or other     (Commission File Number)     (IRS Employer 
 Jurisdiction of                                  Identification No.) 
 Incorporation) 
  
                                       
          One Ascend Plaza, 1701 Harbor Bay Parkway, Alameda, CA  94502
            (Address of principal executive offices)             (Zip Code) 
  
                                       
                                 (510) 769-6001
            (Registrant's telephone number, including area code) 
  
                                       
                                     N/A                             
       (Former name or former address, if changed since last report) 
  

  
  
 ITEM 5.  OTHER EVENTS. 
  
           Ascend Communications, Inc., a Delaware corporation ("Ascend"),
 Lucent Technologies Inc., a Delaware corporation ("Lucent"), and Dasher
 Merger Inc., a Delaware corporation and a wholly owned subsidiary of Lucent
 ("Sub"), entered into an Agreement and Plan of Merger, dated as of January
 12, 1999 (the "Merger Agreement"), pursuant to which, and subject to the
 conditions thereof, Ascend will become a wholly owned subsidiary of Lucent
 through the merger of Sub with and into Ascend.  In connection with the
 Merger Agreement, Ascend and Lucent entered into a Stock Option Agreement,
 dated as of January 12, 1999 (the "Stock Option Agreement"), pursuant to
 which Lucent has the right, under certain circumstances, to purchase up to
 43,832,749 shares of Common Stock, par value $.001 per share, of Ascend.  A
 copy of each of the Merger Agreement and the Stock Option Agreement is
 attached hereto as Exhibit 2.1 and Exhibit 4.1, respectively.  Such
 Exhibits are incorporated by reference into this Item 5 and the foregoing
 description is qualified in its entirety by reference to such Exhibits.  
  
 ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS. 
  
 (c)       Exhibits. 
  
 Exhibit No.              Description 
  
      2.1       Agreement and Plan of Merger, dated as of January 12, 1999,
                among Lucent Technologies Inc., a Delaware corporation
                ("Lucent"), Dasher Merger Inc., a Delaware corporation and a
                wholly owned subsidiary of Lucent, and Ascend
                Communications, Inc., a Delaware corporation. 
  
      4.1       Stock Option Agreement, dated as of January 12, 1999, by and
                between Ascend Communications, Inc., a Delaware corporation,
                and Lucent Technologies Inc., a Delaware corporation. 
  

                                    SIGNATURE
  
  
           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. 
  
  
                               By:  /s/ Michael F.G. Ashby    
                                    -------------------------------
                                    Michael F.G. Ashby 
                                    Executive Vice President, 
                                    Chief Financial Officer, and 
                                    Secretary (Principal 
                                    Financial and Accounting 
                                    Officer) 
  
  
  
 Date:  January 13, 1999 
  

  
  
                               EXHIBIT INDEX 
  
 Exhibit    
 No.       Description 
  
 2.1       Agreement and Plan of Merger, dated as of January 12, 1999, among
           Lucent Technologies Inc., a Delaware corporation ("Lucent"),
           Dasher Merger Inc., a Delaware corporation and a wholly owned
           subsidiary of Lucent, and Ascend Communications, Inc., a Delaware
           corporation. 
  
 4.1       Stock Option Agreement, dated as of January 12, 1999, by and
           between Ascend Communications, Inc., a Delaware corporation, and
           Lucent Technologies Inc., a Delaware corporation.