As filed with the Securities and Exchange Commission on January 15, 1999
                                             Registration No. 333-___________

     ======================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                          PREMISYS COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

                               Delaware 94-3153847
                    (State of incorporation) (I.R.S. employer
                               identification no.)

                               48664 Milmont Drive
                            Fremont, California 94538
          (Address, including zip code, of principal executive offices)

                             1994 Stock Option Plan
                            (Full title of the plan)

                                John J. Hagedorn
                             Chief Financial Officer
                          Premisys Communications, Inc.
                               48664 Milmont Drive
                            Fremont, California 94538
                                 (510) 353-7600
            (Name, address and telephone number of agent for service)

                                   Copies to:

                             William L. Hughes, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306
                                 (650) 494-0600

                         CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------------------
                            Amount     Proposed      Proposed      Amount of
                             to be     Maximum        Maximum     Registration
Title of Securities to be  Registered  Offering      Aggregate        Fee
        Registered                     Price Per   Offering Price
                                       Share
-----------------------------------------------------------------------------

Common Stock, $0.01      930,492(1)   $ 10.50(2)   $9,770,166(2)   $ 2,716
 par value

Common Stock, $0.01      329,508(1)   $ 10.44(2)   $3,440,064(2)   $   957
 par value
------------------------------------------------------------------===========

------------------------------------------------------------------===========

(1)Additional shares registered  pursuant to this Registration  Statement as of
   December 23, 1998 under the 1994 Stock Option Plan.

(2)Based on the average of the high and low prices of the Company's Common Stock
   as reported on the Nasdaq  National  Market as of December 16, 1998  pursuant
   to Rule 457(c) solely for the purpose of calculating the registration fee.

(3)Based on the  exercise  price  of  options  granted  from  the  shares  being
   registered  pursuant to this  Registration  Statement  under the 1994 Stock
   Option Plan as of December 23, 1998  pursuant to Rule 457(h) solely for the
   purpose of calculating the registration fee.

<PAGE>





                          PREMISYS COMMUNICATIONS, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The  following  documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  are  incorporated  herein by reference:
(a)            The Registrant's Annual Report on Form 10-K for the fiscal year
               ended  June 26,  1998  filed  pursuant  to  Section  13(a) of the
               Securities  Exchange  Act of 1934  (the  "Exchange  Act"),  which
               Annual Report contains audited financial  statements for the year
               ended June 26, 1998.
(b)            The  Registrant's  Quarterly  Report on Form 10-Q for the quarter
               ended  September 25, 1998 filed  pursuant to Section 13(a) of the
               Exchange Act.
(c)            The description of the Registrant's Common Stock contained in the
               Registrant's  Registration  Statement  on Form 8-A filed on March
               14, 1995 with the Commission  under Section 12(g) of the Exchange
               Act,  including  any amendment or report filed for the purpose of
               updating such description.
(d)            The  description  of the  Registrant's  Preferred  Stock Purchase
               Rights  contained in the Registrant's  Registration  Statement on
               Form 8-A filed on September  22, 1998 with the  Commission  under
               Section  12(g) of the Exchange  Act,  including  any amendment or
               report filed for the purpose of updating such description.

          All  documents  subsequently  filed  by  the  Registrant  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          The  validity of the  issuance of the shares of Common  Stock  offered
hereby  will be passed  upon for the  Company by Fenwick & West LLP,  Palo Alto,
California.  Certain  partners of Fenwick & West LLP own an  aggregate of 6,000
shares of Common Stock of the Company.

Item 6.  Indemnification of Directors and Officers.

          As permitted by Section 145 of the Delaware  General  Corporation Law,
the  Registrant's   Certificate  of  Incorporation  includes  a  provision  that
eliminates  the personal  liability of its  directors to the  Registrant  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
section 174 of the Delaware General  Corporation Law or (iv) for any transaction
from which the director derived an improper  personal benefit.  In addition,  as
permitted by Section 145 of the Delaware General  Corporation Law, the Bylaws of
the  Registrant  provide that:  (i) the  Registrant is required to indemnify its
directors and executive officers to the fullest extent permitted by the Delaware
General  Corporation Law; (ii) the Registrant may, in its discretion,  indemnify
other  officers,  employees  and  agents  as set forth in the  Delaware  General
Corporation  Law; (iii) upon receipt of an undertaking to repay such advances if
indemnification  is determined to be unavailable,  the Registrant is required to
advance expenses,  as incurred,  to its directors and executive  officers to the
fullest extent permitted by the Delaware  General  Corporation Law in connection
with a proceeding  (except if a determination is reasonably and promptly made by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who  were not  parties  to the  proceeding  or,  in  certain  circumstances,  by
independent  legal  counsel  in a written  opinion  that the facts  known to the
decision-making  party  demonstrate  clearly and  convincingly  that such person
acted in bad faith or in a manner  that such  person did not believe to be in or
not opposed to the best interests of the corporation); (iv) the rights conferred
in the Bylaws are not exclusive  and the  Registrant is authorized to enter into
indemnification  agreements  with its  directors,  officers  and  employees  and
agents;  (v) the Registrant  may not  retroactively  amend the Bylaw  provisions
relating to indemnity;  and (vi) to the fullest extent permitted by the Delaware
General  Corporation Law, a director or executive officer will be deemed to have
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not opposed to the best  interests of the  Registrant,  and, with respect to any
criminal action or proceeding,  to have had no reasonable  cause to believe that
his or her conduct was unlawful, if his or her action is based on the records or
books of account of the corporation or on information  supplied to him or her by
officers of the  corporation  in the course of their  duties or on the advice of
legal counsel for the  corporation or on information or records given or reports
made  to  the  corporation  by  independent   certified  public  accountants  or
appraisers or other experts.  This provision does not affect the availability of
equitable  remedies  such as  injunctive  relief or  rescission.  Further,  such
limitation of liability also does not affect a director's responsibilities under
any  other  laws,   including  federal  securities  laws  or  state  or  federal
environmental laws.

          The  Registrant's  policy is to enter into indemnity  agreements  with
each of its directors and executive officers.  The indemnity  agreements provide
that directors and executive  officers will be indemnified  and held harmless to
the fullest  possible  extent  permitted by law  including  against all expenses
(including  attorneys' fees),  judgments,  fines and settlement  amounts paid or
reasonably  incurred by them in any action,  suit or  proceeding,  including any
derivative  action by or in the right of the  Registrant,  on  account  of their
services as  directors,  officers,  employees or agents of the  Registrant or as
directors, officers, employees or agents of any other company or enterprise when
they are  serving  in such  capacities  at the  request of the  Registrant.  The
Registrant  will not be  obligated  pursuant to the  agreements  to indemnify or
advance  expenses to an indemnified  party with respect to proceedings or claims
(i) initiated by the  indemnified  party and not by way of defense,  except with
respect to a  proceeding  authorized  by the Board of Directors  and  successful
proceedings  brought to enforce a right to  indemnification  under the Indemnity
Agreement;  (ii) for any amounts paid in settlement  of a proceeding  unless the
Registrant  consents to such  settlement;  (iii) on account of any suit in which
judgment is rendered against the indemnified  party for an accounting of profits
made from the purchase or sale by the  indemnified  party of  securities  of the
Registrant pursuant to the provisions of 16(b) of the Securities Exchange Act of
1934 and related laws; (iv) on account of conduct by the indemnified party which
is finally  adjudged to have been in bad faith;  (v) on account of any  criminal
action or  proceeding  arising  out of conduct  that the  indemnified  party had
reasonable cause to believe was unlawful; or (vi) if a final decision by a court
having  jurisdiction in the matter shall determine that such  indemnification is
not lawful.

          The indemnity  agreement  requires a director or executive  officer to
reimburse  the  Registrant  for all expenses  advanced  only to the extent it is
ultimately  determined  that the director or executive  officer is not entitled,
under  Delaware  law,  the Bylaws,  the  indemnity  agreement or otherwise to be
indemnified for such expenses.  The indemnity  agreement provides that it is not
exclusive  of any  rights a director  or  executive  officer  may have under the
Certificate of Incorporation, Bylaws, other agreements, any majority-in-interest
vote of the stockholders or vote of disinterested directors, the Delaware law or
otherwise.

          The  indemnification  provision  in  the  Bylaws,  and  the  indemnity
agreements  entered into between the  Registrant and its directors and executive
officers,   may  be  sufficiently   broad  to  permit   indemnification  of  the
Registrant's  executive officers and directors for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act").

          As  authorized  by  the  Registrant's  Bylaws,  the  Registrant,  with
approval by the Board, has purchased director and officer liability insurance.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits

        4.01   Registrant's  Amended and Restated  Certificate of  Incorporation
               filed with the  Secretary of State of Delaware on April 12, 1995.
               (Incorporated   herein  by  reference  to  Exhibit  3.01  of  the
               Registrant's  Form 10-Q (No. 0-25684) for the Quarter ended March
               31, 1995.)

        4.02   Registrant's Certificate of Amendment to Registrant's Amended and
               Restated Certificate of Incorporation filed with the Secretary of
               State of Delaware on December 15, 1995.  (Incorporated  herein by
               reference  to  Exhibit  3.05 of the  Registrant's  Form 10-Q (No.
               0-25684) for the Quarter  ended  December 29, 1995 filed with the
               SEC on February 12, 1996.)

         4.03  Registrant's  Bylaws, as amended and restated effective September
               17,  1998.  (Incorporated  herein by reference to Exhibit 3.04 of
               the Registrant's Registration Statement on Form 8-A (No. 0-25684)
               filed with the Securities and Exchange Commission on
               September 22, 1998.)

         4.04  Registrant's  1994 Stock  Option  Plan,  as amended,  and related
               documents.

         4.05  Form of  specimen  certificate  for  Registrant's  Common  Stock.
               (Incorporated   herein  by  reference  to  Exhibit  4.01  of  the
               Registrant's  Registration  Statement on Form S-1 (No.  33-89598)
               declared effective April 15, 1995.)

         4.06  Investors'  Rights  Agreement,  dated as of March  12,  1992,  as
               amended  June 15,  1992,  October 22,  1993,  December  14, 1993,
               February  18, 1994 and May 9, 1994 among  Registrant  and various
               investors.  (Incorporated  herein by reference to Exhibit 4.02 of
               the of the Registrant's  Registration  Statement on Form S-1 (No.
               33-95266) filed August 1, 1995.)

         4.07  Waiver Relating to and Amendment of Investors'  Rights  Agreement
               dated as of July 24, 1995 among Registrant and various investors.
               (Incorporated   herein  by  reference  to  Exhibit  4.03  of  the
               Registrant's  Registration  Statement on Form S-1 (No.  33-95266)
               filed August 1, 1995.)

         4.08  Certificate of Designation specifying the rights, preferences and
               privileges of the Series A Junior  Participating  Preferred Stock
               of Registrant.  (Incorporated herein by reference to Exhibit 3.03
               of the  Registrant's  Registration  Statement  on Form  8-A  (No.
               0-25684)  filed with the  Securities  and Exchange  Commission on
               September 22, 1998.)

         4.09  Form of specimen of Right  Certificate.  (Incorporated  herein by
               reference  to  Exhibit  B to  Exhibit  4.04  of the  Registrant's
               Registration  Statement on Form 8-A (No.  0-25684) filed with the
               Securities and Exchange Commission on September 22, 1998.)

         4.10  Rights Agreement dated September 18, 1998, between the Registrant
               and Chase Mellon  Shareholder  Services  L.L.C.  as Rights Agent,
               which   includes  as  Exhibit  A  the  form  of   Certificate  of
               Designations of Series A Junior Participating Preferred Stock, as
               Exhibit  B the Form of Right  Certificate  and as  Exhibit  C the
               Summary of Rights to Purchase Preferred Shares.  (Incorporated by
               reference  to  Exhibit  4.04  of  the  Registrant's  Registration
               Statement on Form 8-A (No. 0-25684) filed with the Securities and
               Exchange Commission on September 22, 1998.)

         5.01 Opinion of Fenwick & West LLP.

        23.01  Consent of Fenwick & West LLP (included in Exhibit 5.01).

        23.02  Consent of PricewaterhouseCoopers LLP, Independent
               Accountants.

        24.01 Power of Attorney (see page 8).

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act;

               (ii)  To reflect in the  prospectus  any facts or events  arising
                     after the effective date of the Registration  Statement (or
                     the most recent  post-effective  amendment  thereof) which,
                     individually  or in the aggregate,  represent a fundamental
                     change in the  information  set  forth in the  Registration
                     Statements;

               (iii)To include any material information with respect to the plan
                    of distribution not previously disclosed in the Registration
                    Statement or any material change to such  information in the
                    Registration Statement.

               Provided,  however,  that paragraphs  (1)(i) and (1)(ii) above do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                The undersigned  Registrant hereby undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                Insofar as  indemnification  for  liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  provisions  discussed in Item 6 hereof,  or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.







      [The rest of this page has been intentionally left blank.]



<PAGE>



                              SIGNATURES


      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Fremont, State of California, on the 15th day of
January, 1999.


                          PREMISYS COMMUNICATIONS, INC.




                      By: /s/ John Hagedorn 
                              John Hagedorn
                              Senior Vice President, Finance and Administration,
                              Chief Financial Officer and Secretary



<PAGE>



                          POWER OF ATTORNEY


      KNOW  ALL MEN BY THESE  PRESENTS  that  each  individual  whose  signature
appears below  constitutes and appoints  Nicholas J. Williams and John Hagedorn,
and each of them,  his true and lawful  attorneys-in-fact  and agents  with full
power of substitution,  for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement  on Form  S-8,  and to file the  same  with all
exhibits thereto and all documents in connection therewith,  with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all  intents  and  purposes  as he or it might or  could  do in  person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or his or their substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.


      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

       Signature                    Title                        Date      

Principal Executive Officer:


/s/ Nicholas J. Williams       Chief Executive Officer         January 15, 1999
Nicholas J. Williams           and a Director



Principal Financial Officer:


/s/ John Hagedorn         Senior Vice President, Finance and   January 15, 1999
John Hagedorn             Administration, Chief Financial
                          Officer and Secretary


Principal Accounting Officer:


/s/ Robert W. Dilfer      Vice President and Controller        January 15, 1999
Robert W. Dilfer







<PAGE>


Additional Directors:


/s/ Boris J. Auerbuch              Director                    January 15, 1999
Boris J. Auerbuch


/s/ Lip-Bu Tan                     Director                    January 15, 1999
Lip-Bu Tan


/s/ Marino R. Polestra             Director                    January 15, 1999
Marino R. Polestra


/s/ Edward A. Keible, Jr.          Director                    January 15, 1999
Edward A. Keible, Jr.


/s/ Raymond C. Lin                 Director                    January 15, 1999
---------------------
Raymond C. Lin





<PAGE>



                            Exhibit Index

Exhibit No.                      Description

4.01    Registrant's  Amended and Restated  Certificate of  Incorporation  filed
        with the Secretary of State of Delaware on April 12, 1995. (Incorporated
        herein by reference to Exhibit 3.01 of the  Registrant's  Form 10-Q (No.
        0-25684) for the Quarter ended March 31, 1995.)

4.02    Registrant's  Certificate  of  Amendment  to  Registrant's  Amended  and
        Restated  Certificate of Incorporation filed with the Secretary of State
        of Delaware on December 15, 1995.  (Incorporated  herein by reference to
        Exhibit 3.05 of the Registrant's Form 10-Q (No. 0-25684) for the Quarter
        ended December 29, 1995 filed with the SEC on February 12, 1996.)

4.03    Registrant's  Bylaws,  as amended and restated  effective  September 17,
        1998.   (Incorporated  herein  by  reference  to  Exhibit  3.04  of  the
        Registrant's Registration Statement on Form 8-A (No. 0-25684) filed with
        the Securities and Exchange
        Commission on September 22, 1998.)

4.04    Registrant's 1994 Stock Option Plan, as amended, and related
        documents.

4.05    Form  of   specimen   certificate   for   Registrant's   Common   Stock.
        (Incorporated  herein by reference  to Exhibit 4.01 of the  Registrant's
        Registration  Statement on Form S-1 (No.  33-89598)  declared  effective
        April 15, 1995.)

4.06    Investors' Rights Agreement, dated as of March 12, 1992, as amended June
        15, 1992, October 22, 1993, December 14, 1993, February 18, 1994 and May
        9, 1994 among Registrant and various investors.  (Incorporated herein by
        reference  to  Exhibit  4.02  of the of  the  Registrant's  Registration
        Statement on Form S-1 (No. 33-95266) filed August 1, 1995.)

4.07    Waiver Relating to and Amendment of Investors' Rights Agreement dated as
        of July 24, 1995 among Registrant and various  investors.  (Incorporated
        herein by  reference to Exhibit  4.03 of the  Registrant's  Registration
        Statement on Form S-1 (No. 33-95266) filed August 1, 1995.)

4.08    Certificate  of  Designation  specifying  the  rights,  preferences  and
        privileges  of the  Series A  Junior  Participating  Preferred  Stock of
        Registrant.  (Incorporated  herein by  reference  to Exhibit 3.03 of the
        Registrant's Registration Statement on Form 8-A (No. 0-25684) filed with
        the Securities and Exchange Commission on September 22, 1998.)

4.09    Form of specimen of Right Certificate. (Incorporated herein by reference
        to Exhibit B to Exhibit 4.04 of the Registrant's  Registration Statement
        on Form  8-A  (No.  0-25684)  filed  with the  Securities  and  Exchange
        Commission on September 22, 1998.)

4.10    Rights  Agreement dated  September 18, 1998,  between the Registrant and
        Chase Mellon Shareholder Services L.L.C. as Rights Agent, which includes
        as Exhibit A the form of Certificate of  Designations of Series A Junior
        Participating   Preferred   Stock,  as  Exhibit  B  the  Form  of  Right
        Certificate and as Exhibit C the Summary of Rights to Purchase Preferred
        Shares.  (Incorporated  by reference to Exhibit 4.04 of the Registrant's
        Registration  Statement  on  Form  8-A  (No.  0-25684)  filed  with  the
        Securities and Exchange Commission on September 22, 1998.)

5.01 Opinion of Fenwick & West LLP.

23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).

23.02   Consent of PricewaterhouseCoopers LLP, Independent
        Accountants.

24.01 Power of Attorney (see page 8).

<PAGE>





                             Exhibit 4.04


     Registrant's 1994 Stock Option Plan, as amended, and related documents

<PAGE>


                    PREMISYS COMMUNICATIONS, INC.

                        1994 STOCK OPTION PLAN

                     As Adopted November 16, 1994
                    As Amended September 13, 1995
                    As Amended September 18, 1997
                     As Amended October 13, 1997
                    As Amended September 17, 1998

          1. PURPOSE.  This 1994 Stock Option Plan (this "Plan") is  established
as a  compensatory  plan to attract,  retain and provide  equity  incentives  to
selected  persons to promote the financial  success of Premisys  Communications,
Inc., a Delaware corporation, (the "Company").  Capitalized terms not previously
defined herein are defined in Section 21 of this Plan.

          2. TYPES OF OPTIONS AND SHARES.  Options  granted under this Plan (the
"Options") may be either (a) incentive stock options ("ISOs") within the meaning
of Section 422 of the Internal  Revenue Code of 1986,  as amended (the  "Revenue
Code"), or (b) nonqualified stock options  ("NQSOs"),  as designated at the time
of grant.  The shares of stock that may be  purchased  upon  exercise of Options
granted  under this Plan (the  "Shares")  are shares of the common  stock of the
Company $0.01 par value per share.

          3. NUMBER OF SHARES. The aggregate number of Shares that may be issued
pursuant to Options  granted under this Plan is 6,460,000.*  Shares,  subject to
adjustment  as provided  in this Plan.  If any Option  expires or is  terminated
without being  exercised in whole or in part, the unexercised or released Shares
from such Options  shall be available  for future grant and purchase  under this
Plan.  At all times during the term of this Plan,  the Company shall reserve and
keep  available  such  number of  Shares as shall be  required  to  satisfy  the
requirements of outstanding Options under this Plan.

          4.  ELIGIBILITY.  Options  may  be  granted  to  employees,  officers,
directors,  consultants  and advisers  (provided such  consultants  and advisers
render  bona  fide  services  not in  connection  with  the  offer  and  sale of
securities  in a  capital-raising  transaction)  of the  Company or any  Parent,
Subsidiary  or Affiliate  of the Company.  ISOs may be granted only to employees
(including  officers and directors  who are also  employees) of the Company or a
Parent or Subsidiary of the Company. The Committee (as defined in Section 16) in
its sole  discretion  shall select the recipients of Options  ("Optionees").  An
Optionee may be granted more than one Option under this Plan. No Optionee  shall
be eligible to receive more than 1,000,000**  Shares at any time during the term
of this Plan pursuant to the grant of Options  hereunder.  The Company may also,
from time to time,  assume  outstanding  options  granted  by  another  company,
whether in connection with an acquisition of such other company or otherwise, by
either  (i)  granting  an Option  under this Plan in  replacement  of the option
assumed by the Company,  or (ii)  treating the assumed  option as if it had been
granted under this Plan if the terms of such assumed  option could be applied to
an Option granted under this Plan. Such  assumption  shall be permissible if the
holder of the assumed  option  would have been  eligible to be granted an Option
hereunder if the other company had applied the rules of this Plan to such grant.

__________________________
*  On March 13, 1995 a one-for-four reverse split of the Company's
   outstanding Common Stock (the "Reverse Split") was effected,
   reducing the number of shares reserved for issuance under the Plan
   to 1,000,000.  On September 13, 1995, the Board approved an
   increase in the number of shares reserved for issuance under the
   Plan to 2,000,000, which increase was later approved by the
   Company's stockholders.  On December 12, 1995, a two-for-one stock
   split in the form of a 100% stock dividend was paid to the
   Company's stockholders of record as of November 22, 1995,
   increasing the number of shares reserved for issuance under the
   Plan to 4,000,000.  On September 18, 1997, the Board approved an
   increase in the number of shares reserved for issuance under the
   Plan to 5,200,000, which increase was later approved by the
   Company's stockholders.  On September 17, 1998, the Board approved
   an increase in the number of shares reserved for issuance under
   the Plan to 6,460,000, which increase was later approved by the
   Company's stockholders.

** Due to the one-for-four Reverse Split and the 100% Stock Dividend, the number
   of shares an Optionee shall be eligible to receive is no more than 1,000,000.
____________________________________


          5. TERMS AND  CONDITIONS  OF OPTIONS.  The Committee  shall  determine
whether each Option is to be an ISO or an NQSO,  the number of Shares subject to
the Option, the exercise price of the Option, the period during which the Option
may be exercised,  and all other terms and conditions of the Option,  subject to
the following:

               (a) Form of Option  Grant.  Each Option  granted  under this Plan
shall be  evidenced by a written  Stock Option Grant (the  "Grant") in such form
(which need not be the same for each Optionee) as the Committee  shall from time
to time  approve,  which Grant shall comply with and be subject to the terms and
conditions of this Plan.

               (b) Date of Grant.  The date of grant of an  Option  shall be the
date on which the Committee makes the  determination to grant such Option unless
otherwise specified by the Committee.  The Grant representing the Option will be
delivered to each  Optionee  with a copy of this Plan within a  reasonable  time
after the granting of the Option.

               (c) Exercise  Price.  The exercise  price of an NQSO shall be not
less than 85% of the Fair  Market  Value of the Shares on the date the Option is
granted.  The  exercise  price of an ISO shall be not less than 100% of the Fair
Market Value of the Shares on the date the Option is granted. The exercise price
of any Option  granted to a person  owning  more than l0% of the total  combined
voting power of all classes of stock of the Company or any Parent or  Subsidiary
of the Company  ("Ten Percent  Stockholder")  shall not be less than 110% of the
Fair   Market   Value  of  the  Shares  on  the  date  the  Option  is  granted.
Notwithstanding  any section of this Plan, the exercise price of an Option shall
not be less than the par value of the Shares.

               (d) Exercise  Period.  Options  shall be  exercisable  within the
times or upon the events  determined by the Committee as set forth in the Grant;
provided,  however,  that no Option shall be exercisable after the expiration of
ten (10) years from the date the Option is granted, and provided further that no
Option  granted to a Ten  Percent  Stockholder  shall be  exercisable  after the
expiration of five (5) years from the date the Option is granted.  The Committee
also may provide for the exercise of Options to become  exercisable  at one time
or from time to time, periodically or otherwise, in such number or percentage as
the Committee determines.

               (e)   Limitations  on  ISOs.  The  aggregate  Fair  Market  Value
(determined  as of the time an Option is granted) of stock with respect to which
ISOs are  exercisable for the first time by an Optionee during any calendar year
(under this Plan or under any other  incentive  stock option plan of the Company
or any Parent or Subsidiary of the Company)  shall not exceed  $100,000.  If the
Fair Market Value of Shares with respect to which ISOs are  exercisable  for the
first time by an Optionee during any calendar year exceeds $100,000, the Options
for the first $100,000 worth of Shares to become  exercisable in such year shall
be ISOs and the  Options  for the  amount  in excess of  $100,000  that  becomes
exercisable  in that year shall be NQSOs.  In the event that the Revenue Code or
the regulations  promulgated  thereunder are amended after the effective date of
this Plan to provide  for a different  limit on the Fair Market  Value of Shares
permitted  to be subject to ISOs,  such  different  limit shall be  incorporated
herein and shall apply to any Options  granted after the effective  date of such
amendment.

               (f) Options  Non-Transferable.  Options  granted under this Plan,
and any interest  therein,  shall not be transferable or assignable by Optionee,
and may  not be made  subject  to  execution,  attachment  or  similar  process,
otherwise  than by  will  or by the  laws of  descent  and  distribution,  or as
consistent with the specific Plan and Grant provisions relating thereto.  During
the lifetime of the Optionee an Option shall be exercisable only by Optionee and
any elections with respect to an Option, may be made only by the Optionee.

               (g) Assumed  Options.  In the event the Company assumes an option
granted by another company, the terms and conditions of such option shall remain
unchanged  (except  the  exercise  price  and the  number  and  nature of shares
issuable upon exercise, which will be adjusted appropriately pursuant to Section
424(c) of the  Revenue  Code).  In the event the  Company  elects to grant a new
option rather than assuming an existing option (as specified in Section 4), such
new option need not be granted at Fair Market Value on the date of grant and may
instead be granted with a similarly adjusted exercise price.

          6. EXERCISE OF OPTIONS.

               (a)  Notice.  Options  may be  exercised  only by delivery to the
Company of a written stock option exercise agreement (the "Exercise  Agreement")
in a form  approved  by the  Committee  (which  need  not be the  same  for each
Optionee),  stating  the  number of Shares  being  purchased,  the  restrictions
imposed on the Shares, if any, and such representations and agreements regarding
Optionee's  investment  intent  and  access to  information,  if any,  as may be
required by the Company to comply with applicable securities laws, together with
payment in full of the exercise price for the number of Shares being purchased.

               (b)  Payment.  Payment  for the  Shares  may be made in cash  (by
check) or, where approved by the Committee in its sole discretion at the time of
grant and where  permitted by law: (i) by  cancellation  of  indebtedness of the
Company to the  Optionee;  (ii) by  surrender  of shares of common  stock of the
Company having a Fair Market Value equal to the applicable exercise price of the
Options,  that have been owned by  Optionee  for more than six (6)  months  (and
which have been paid for  within the  meaning  of the  Securities  and  Exchange
Commission  ("SEC") Rule 144 and, if such shares were purchased from the Company
by use of a promissory  note, such note has been fully paid with respect to such
shares), or were obtained by Optionee in the open public market; (iii) by tender
of a full recourse  promissory  note having such terms as may be approved by the
Committee  and bearing  interest at a rate  sufficient  to avoid  imputation  of
income under Sections 483 and 1274 of the Revenue Code; provided,  however, that
Optionees who are not employees of the Company shall not be entitled to purchase
Shares  with a  promissory  note  unless  the  note  is  adequately  secured  by
collateral  other than the Shares;  provided,  further,  that the portion of the
Purchase  Price equal to the par value of the Shares must be paid in cash;  (iv)
by waiver of compensation due or accrued to Optionee for services rendered;  (v)
provided that a public market for the  Company's  stock exists,  through a "same
day sale"  commitment from Optionee and a broker-dealer  that is a member of the
National  Association of Securities  Dealers (an "NASD Dealer") whereby Optionee
irrevocably elects to exercise the Option and to sell a portion of the Shares so
purchased to pay for the exercise price and whereby the NASD Dealer  irrevocably
commits upon receipt of such Shares to forward the  exercise  price  directly to
the Company;  (vi) provided that a public market for the Company's stock exists,
through a "margin"  commitment from Optionee and an NASD Dealer whereby Optionee
irrevocably  elects to exercise the Option and to pledge the Shares so purchased
to the NASD  Dealer in a margin  account  as  security  for a loan from the NASD
Dealer  in the  amount  of the  exercise  price,  and  whereby  the NASD  Dealer
irrevocably  commits upon  receipt of such Shares to forward the exercise  price
directly to the Company; or (vii) by any combination of the foregoing. Optionees
who are not  employees  or  directors  of the  Company  shall not be entitled to
purchase Shares with a promissory note unless the note is adequately  secured by
collateral other than the Shares.

               (c)  Withholding  Taxes.  Prior to  issuance  of the Shares  upon
exercise of an Option,  Optionee  shall pay or make  adequate  provision for any
federal or state withholding  obligations of the Company,  if applicable.  Where
approved  by the  Committee  in its sole  discretion,  Optionee  may provide for
payment of withholding  taxes upon exercise of the Option by requesting that the
Company  retain  Shares with a Fair Market Value equal to the minimum  amount of
taxes  required to be withheld.  In such case,  the Company  shall issue the net
number of Shares to Optionee by deducting  the Shares  retained  from the Shares
exercised.  The  Fair  Market  Value  of the  Shares  to be  withheld  shall  be
determined on the date that the amount of tax to be withheld is to be determined
in  accordance  with  Section  83 of the  Revenue  Code  (the "Tax  Date").  All
elections by Optionees to have Shares withheld for this purpose shall be made in
writing in a form acceptable to the Committee.

               (d) Limitations on Exercise. Notwithstanding the exercise periods
set forth in the Grant,  exercise  of an Option  shall  always be subject to the
following:

                    (i) If Optionee is Terminated for any reason except death or
permanent,   partial  or  total  disability,  as  determined  by  the  Committee
("Disability"), Optionee may exercise such Optionee's Options to the extent (and
only to the  extent)  that such  Options  would have been  exercisable  upon the
Termination  Date,  within three (3) months after the Termination  Date (or such
shorter time period as may be specified in the Grant), but in any event no later
than the expiration date of the Options.

                    (ii) If  Optionee  is  Terminated  because  of the  death of
Optionee or Disability of Optionee (or the Optionee dies within three (3) months
of such  Termination),  then  Optionee's  Options may be exercised to the extent
(and only to the  extent)  that such  Options  would  have been  exercisable  by
Optionee  on  the   Termination   Date,   by  Optionee  (or   Optionee's   legal
representative)  within twelve (12) months after the  Termination  Date (or such
shorter time period as may be specified in the Grant), but in any event no later
than the expiration date of the Options; provided, however, that in the event of
Termination due to Disability  other than as defined in Section  22(e)(3) of the
Revenue Code, any ISO, or portion thereof,  that remains exercisable after three
(3) months after the Termination Date shall be deemed an NQSO.

                    (iii)The   Committee  shall  have  discretion  to  determine
whether  Optionee  has  ceased to be  employed  by the  Company  or any  Parent,
Subsidiary  or  Affiliate  of the Company and the  effective  date on which such
employment terminated.

                    (iv)  In  the  case  of  an  Optionee  who  is  a  director,
independent  consultant,  contractor  or adviser,  the  Committee  will have the
discretion  to  determine  whether  Optionee is  "employed by the Company or any
Parent,  Subsidiary  or  Affiliate  of the  Company"  pursuant to the  foregoing
Sections.

                    (v) The Committee may specify a reasonable minimum number of
Shares that may be purchased on any  exercise of an Option,  provided  that such
minimum  number will not prevent  Optionee  from  exercising  the full number of
Shares as to which the Option is then exercisable.

                    (vi) An Option shall not be exercisable unless such exercise
is in compliance  with the Securities  Act of 1933, as amended (the  "Securities
Act"),  all applicable  state  securities laws and the requirements of any stock
exchange or national market system upon which the Shares may then be listed,  as
they are in  effect  on the date of  grant or on the date of  exercise  or other
issuance.  Notwithstanding  any other  provision in the Plan,  the Company shall
have no  obligation to issue or deliver  certificates  for Shares under the Plan
prior to (a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable, and/or (b) completion of any registration
or other  qualification  of such shares under any state or federal law or ruling
of any  governmental  body  that  the  Company  determines  to be  necessary  or
advisable.  The Company shall be under no obligation to register the Shares with
the SEC or to effect compliance with the registration,  qualification or listing
requirements  of any state  securities  laws,  stock exchange or national market
system,  and the Company shall have no liability for any inability or failure to
do so.

          7.  CERTIFICATES.  All  certificates  for  Shares or other  securities
delivered under the Plan shall be subject to such stock transfer orders, legends
and  other  restrictions  as the  Committee  may deem  necessary  or  advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules,  regulations  and other  requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed.

          8.  RESTRICTIONS  ON SHARES.  At the discretion of the Committee,  the
Company may  reserve to itself  and/or its  assignee(s)  in the Grant a right to
repurchase  a portion of or all Shares that are not  "vested" (as defined in the
Grant) held by an Optionee  following  such  Optionee's  Termination at any time
within ninety (90) days after the later of Optionee's  Termination  Date and the
date  Optionee  purchases  Shares under the Plan,  for cash or  cancellation  of
purchase money indebtedness, at the Optionee's original purchase price.

          9.  ESCROW;  PLEDGE OF  SHARES.  To  enforce  any  restrictions  on an
Optionee's  Shares,  the  Committee  may  require  the  Optionee  to deposit all
certificates   representing   Shares,   together  with  stock  powers  or  other
instruments  of transfer  approved by the Committee,  appropriately  endorsed in
blank,  with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend  or  legends   referencing   such   restrictions  to  be  placed  on  the
certificates.  Any Optionee  who is  permitted  to execute a promissory  note as
partial or full consideration for the purchase of Shares under the Plan shall be
required  to pledge and  deposit  with the  Company all or part of the Shares so
purchased as collateral  to secure the payment of  Optionee's  obligation to the
Company under the promissory  note;  provided,  however,  that the Committee may
require or accept other or additional  forms of collateral to secure the payment
of such  obligation  and,  in any event,  the Company  shall have full  recourse
against the Optionee under the promissory note notwithstanding any pledge of the
Optionee's  Shares or other  collateral.  In  connection  with any pledge of the
Shares,  Optionee  shall be required  to execute  and  deliver a written  pledge
agreement in such form as the  Committee  shall from time to time  approve.  The
Shares  purchased with the promissory  note may be released from the pledge on a
prorata basis as the promissory note is paid.

          10.  MODIFICATION,  EXTENSION  AND RENEWAL OF OPTIONS.  The  Committee
shall  have the power to  modify,  extend or renew  outstanding  Options  and to
authorize the grant of new Options in substitution  therefor,  provided that any
such action may not, without the written consent of Optionee,  impair any rights
under any Option  previously  granted.  Any  outstanding  ISO that is  modified,
extended,  renewed or  otherwise  altered  shall be treated in  accordance  with
Section 424(h) of the Revenue Code. The Committee shall have the power to reduce
the exercise price of outstanding  Options without the consent of Optionees by a
written notice to the Optionees affected;  provided,  however, that the exercise
price per Share may not be reduced below the minimum  exercise  price that would
be permitted under Section 5(c) of this Plan for Options granted on the date the
action is taken to reduce the exercise price.

          11.  PRIVILEGES OF STOCK OWNERSHIP.  No Optionee shall have any of the
rights of a  stockholder  with respect to any Shares  subject to an Option until
such Option is properly exercised.  After Shares are issued to the Optionee, the
Optionee  shall be a stockholder  and have all the rights of a stockholder  with
respect to such Shares,  including  the rights to vote and receive all dividends
made or paid with respect to such Shares; provided, that the Optionee shall have
no right to retain such stock dividends on stock  distributions  with respect to
Shares that are repurchased at the Optionee's  original  Purchase Price pursuant
to Section 8. No  adjustment  shall be made for  dividends or  distributions  or
other rights for which the record date is prior to such date of exercise, except
as provided in this Plan.  The Company  shall provide to each Optionee a copy of
the annual  financial  statements of the Company at such time after the close of
each fiscal year of the Company as such  statements  are released by the Company
to its common stockholders generally.

          12. NO  OBLIGATION  TO  EMPLOY.  Nothing  in this  Plan or any  Option
granted  under this Plan shall  confer on any  Optionee any right to continue in
the employ of, or other relationship with, the Company or any Parent, Subsidiary
or  Affiliate of the Company or limit in any way the right of the Company or any
Parent,   Subsidiary  or  Affiliate  of  the  Company  to  terminate  Optionee's
employment or other relationship at any time, with or without cause.

          13.  ADJUSTMENT  OF OPTION  SHARES.  In the event  that the  number of
outstanding  shares  of  common  stock  of the  Company  is  changed  by a stock
dividend,  stock split,  reverse stock split,  combination,  reclassification or
similar change in the capital structure of the Company without consideration, or
if a substantial  portion of the assets of the Company are distributed,  without
consideration in a spin-off or similar  transaction,  to the stockholders of the
Company, the number of Shares available under this Plan and the number of Shares
subject to outstanding  Options and the exercise price per Share of such Options
shall be proportionately  adjusted,  subject to any required action by the Board
of  Directors of the Company (the  "Board") or  stockholders  of the Company and
compliance with applicable securities laws; provided, however, that a fractional
share shall not be issued upon  exercise  of any Option and any  fractions  of a
Share that would have  resulted  shall either be cashed out at Fair Market Value
or the number of Shares  issuable  under the  Option  shall be rounded up to the
nearest whole number, as determined by the Committee;  and provided further that
the exercise price may not be decreased to below the par value for the Shares.

          14. ASSUMPTION OF OPTIONS BY SUCCESSORS.

               (a) In the  event of (i) a merger or  consolidation  in which the
Company is not the surviving  corporation  (other than a merger or consolidation
with a wholly owned subsidiary, a reincorporation, or other transaction in which
there is no substantial  change in the  stockholders  of the corporation and the
Options granted under this Plan are assumed by the successor corporation,  which
assumption shall be binding on all Optionees), (ii) a dissolution or liquidation
of the  Company,  (iii)  the  sale of  substantially  all of the  assets  of the
Company,  or  (iv)  any  other  transaction  which  qualifies  as  a  "corporate
transaction"  under Section 424(a) of the Revenue Code wherein the  stockholders
of the Company give up all of their equity  interest in the Company  (except for
the acquisition of all or  substantially  all of the  outstanding  shares of the
Company),  any or  all  outstanding  Options  may be  assumed  by the  successor
corporation,  which  assumption  shall  be  binding  on  all  Optionees.  In the
alternative,  the successor  corporation may substitute an equivalent  option or
provide  substantially  similar  consideration  to  Optionees as was provided to
stockholders  (after  taking into account the existing  provisions of Optionee's
options,  such as the exercise  price and the vesting  schedule).  The successor
corporation may also issue,  in place of outstanding  shares of the Company held
by  Optionee  as a result  of the  exercise  of an  Option  that is  subject  to
repurchase,  substantially  similar shares or other property  subject to similar
repurchase restrictions no less favorable to Optionee.

               (b) In the event such successor  corporation,  if any, refuses to
assume or  substitute  Options,  as provided  above,  pursuant to a  transaction
described  in  Subsections  14(a)(ii),  (iii)  or (iv)  above,  or  there  is no
successor  corporation,  and if the  Company  is  ceasing to exist as a separate
corporate entity, the Options shall,  notwithstanding  any contrary terms in the
Grant,  expire on a date at least twenty (20) days after the Board gives written
notice to Optionees specifying the terms and conditions of such termination.

               (c) In the event such successor  corporation refuses to assume or
substitute  Options, as provided above,  pursuant to a transaction  described in
Subsection 14(a)(i) above, such Options shall expire on (and, if the Company has
reserved to itself a right to repurchase Shares issued on exercise of Options at
the original purchase price of such Shares,  such right shall terminate on), the
consummation  of such  transaction  at such time and on such  conditions  as the
Board shall determine.

               (d) Subject the  foregoing  provisions of this Section 14, in the
event of the  occurrence  of any  transaction  described in Section  14(a),  any
outstanding  Option shall be treated as provided in the applicable  agreement or
plan of merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate  transaction,"  provided that under no  circumstances  shall unvested
options be accelerated.

          15.  ADOPTION  AND  STOCKHOLDER  APPROVAL.   This  Plan  shall  become
effective  on the date that it is  adopted  by the  Board.  This  Plan  shall be
approved  by  the  stockholders  of the  Company,  in any  manner  permitted  by
applicable  corporate  law,  within  twelve (12) months before or after the date
this Plan is adopted  by the Board.  Upon the  effective  date of the Plan,  the
Board may grant Options pursuant to this Plan;  provided that, in the event that
stockholder approval is not obtained within the time period provided herein, all
Options granted hereunder shall terminate.  No Option that is issued as a result
of any increase in the number of shares  authorized to be issued under this Plan
shall be  exercised  prior to the time such  increase  has been  approved by the
stockholders  of the  Company  and all such  Options  granted  pursuant  to such
increase shall similarly terminate if such stockholder approval is not obtained.

          16.  ADMINISTRATION.  This Plan may be  administered by the Board or a
committee  appointed  by the  Board  (the  "Committee").  As used in this  Plan,
references to the "Committee"  shall mean either the committee  appointed by the
Board to administer this Plan or the Board if no committee has been established.
If, at the time the Company registers under the Securities Exchange Act of 1934,
as  amended,  two or more  members  of the  Board  are  Outside  Directors,  the
Committee  shall be comprised of at least two members of the Board,  all of whom
are  Outside  Directors.  The  interpretation  by  the  Committee  of any of the
provisions of this Plan or any Option granted under this Plan shall be final and
binding upon the Company and all persons having an interest in any Option or any
Shares purchased  pursuant to an Option.  The Committee may delegate to officers
of the Company the  authority to grant  Options under this Plan to Optionees who
are not Insiders of the Company.

          17. TERM OF PLAN.  Options  may be granted  pursuant to this Plan from
time to time  within a period of ten (10) years from the date on which this Plan
is adopted by the Board.

          18.  AMENDMENT OR  TERMINATION  OF PLAN. The Committee may at any time
terminate  or amend this Plan in any  respect  including  (but not  limited  to)
amendment of any form of Grant,  Exercise Agreement or instrument to be executed
pursuant to this Plan; provided,  however, that the Committee shall not, without
the approval of the  stockholders of the Company,  amend this Plan in any manner
that  requires  such  stockholder  approval  pursuant to the Revenue Code or the
regulations promulgated thereunder as such provisions apply to ISO plans.

          19.  NONEXCLUSIVITY  OF THE PLAN.  Neither the adoption of the Plan by
the Board,  the  submission of the Plan to the  stockholders  of the Company for
approval,  nor any  provision  of the Plan shall be  construed  as creating  any
limitations  on the power of the  Board to adopt  such  additional  compensation
arrangements  as it may  deem  desirable,  including,  without  limitation,  the
granting of stock options and bonuses  otherwise  than under the Plan,  and such
arrangements may be either  generally  applicable or applicable only in specific
cases.

          20.  GOVERNING  LAW.  The  Plan  and  all  agreements,  documents  and
instruments entered into pursuant to the Plan shall be governed by and construed
in accordance with the internal laws of the State of California,  excluding that
body of law pertaining to conflict of laws.

          21. CERTAIN  DEFINITIONS.  As used in this Plan,  the following  terms
shall have the following meanings:

               (a) "Parent" means any corporation (other than the Company) in an
unbroken  chain of  corporations  ending with the Company if, at the time of the
granting of the Option,  each of such  corporations  other than the Company owns
stock  possessing 50% or more of the total combined  voting power of all classes
of stock in one of the other corporations in such chain.

               (b) "Subsidiary"  means any corporation  (other than the Company)
in an unbroken chain of corporations  beginning with the Company if, at the time
of  granting  of the  Option,  each of the  corporations  other  than  the  last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined  voting power of all classes of stock in one of the other  corporations
in such chain.

               (c)  "Affiliate"   means  any  corporation   that  directly,   or
indirectly through one or more intermediaries,  controls or is controlled by, or
is under common control with, another  corporation,  where "control"  (including
the terms "controlled by" and "under common control with") means the possession,
direct or indirect,  of the power to cause the direction of the  management  and
policies of the corporation, whether through the ownership of voting securities,
by contract or otherwise.

               (d) "Fair  Market  Value" shall mean the fair market value of the
Shares as  determined  by the  Committee  from time to time in good faith.  If a
public market exists for the Shares,  the Fair Market Value shall be the average
of the last reported bid and asked prices for common stock of the Company on the
last  trading day prior to the date of  determination  (or the  average  closing
price  over  the  number  of  consecutive  working  days  preceding  the date of
determination  as the  Committee  shall deem  appropriate)  or, in the event the
common  stock of the  Company  is listed on a stock  exchange  or on the  Nasdaq
National  Market,  the Fair  Market  Value  shall be the  closing  price on such
exchange  or  quotation  system  on the last  trading  day  prior to the date of
determination  (or the  average  closing  price over the  number of  consecutive
working days  preceding the date of  determination  as the Committee  shall deem
appropriate).

               (e) "Outside  Director"  shall mean any director who is not (i) a
current  employee of the Company or any Parent,  Subsidiary  or Affiliate of the
Company,  (ii) a former  employee of the Company or any  Parent,  Subsidiary  or
Affiliate of the Company who is receiving compensation for prior services (other
than benefits under a  tax-qualified  pension  plan),  (iii) a current or former
officer of the Company or any Parent,  Subsidiary or Affiliate of the Company or
(iv) currently  receiving  compensation  for personal  services in any capacity,
other  than as a  director,  from  the  Company  or any  Parent,  Subsidiary  or
Affiliate  of the  Company;  provided,  however,  that at such  time as the term
"Outside Director", as used in Section 162(m) of the Revenue Code, is defined in
regulations  promulgated under Section 162(m), "Outside Director" shall have the
meaning  set  forth in such  regulations,  as  amended  from time to time and as
interpreted by the Internal Revenue Service.

               (f) "Termination" or "Terminated" shall mean, for purposes of the
Plan with respect to an Optionee,  that the Optionee ceased to provide  services
as an employee, officer, director, consultant, independent contractor or adviser
to the Company or a Parent,  Subsidiary  or Affiliate of the Company,  except in
the case of sick leave,  military leave, or any other leave of absence  approved
by the  Committee,  provided,  that such  leave is for a period of not more than
ninety  (90)  days,  or  reinstatement  upon  the  expiration  of such  leave is
guaranteed by contract or statute.  The Committee shall have the sole discretion
to  determine  whether  an  Optionee  has  ceased to  provide  services  and the
effective  date  on  which  the  Optionee   ceased  to  provide   services  (the
"Termination Date").




<PAGE>



                    PREMISYS COMMUNICATIONS, INC.

                          STOCK OPTION GRANT

Optionee:                      (First)    (Last)

Address:                       (Street)
                               (City)   (State)   (Zip)

Total Shares Subject to Option:_________________________(Shares)

Exercise Price per Share:      (Price)

Date of Grant:                 (Grant)

Vesting Commencement Date      (Date of hire)

Expiration Date:               (Expire)

Type of Option:                [   ]Incentive Stock Option
                               [   ]Nonqualified Stock Option

          1.  Grant  of  Option.  Premisys  Communications,   Inc.,  a  Delaware
corporation  (the  "Company"),   hereby  grants  to  the  optionee  named  above
("Optionee") an option (this "Option") to purchase the total number of shares of
common  stock of the  Company,  par value $0.01 per share,  set forth above (the
"Shares")  at the  exercise  price  per share set  forth  above  (the  "Exercise
Price"),  subject to all of the terms and  conditions of this Stock Option Grant
(this  "Grant") and the Company's 1994 Stock Option Plan, as amended to the date
hereof (the  "Plan").  If designated  as an Incentive  Stock Option above,  this
Option is intended to qualify as an "incentive  stock option" ("ISO") within the
meaning of Section 422 of the  Internal  Revenue  Code of 1986,  as amended (the
"Revenue Code"). Unless otherwise defined herein,  capitalized terms used herein
shall have the meanings ascribed to them in the Plan.

          2. Exercise  Period of Option.  Subject to the terms and conditions of
the Plan and this Grant, this Option shall become  exercisable as to portions of
the Shares as follows:  (a) This Option shall not be exercisable with respect to
any of the Shares until one year following the Vesting Commencement Date; (b) if
Optionee  has been  continuously  employed  by the  Company,  or any  Parent  or
Subsidiary,  at all  times  during  the time  period  beginning  on the  Vesting
Commencement  Date set  forth  above,  until  one  year  following  the  Vesting
Commencement  Date, then this Option shall become  exercisable as to twenty-five
percent  (25%) of the  Shares;  and (c)  thereafter  this  Option  shall  become
exercisable  as to an  additional  2.083  percent of the Shares each  succeeding
month up to 100% of the Shares so long as Optionee remains continuously employed
by the  Company,  or any  Parent or  Subsidiary,  at all  times;  provided  that
Optionee shall in no event be entitled under this Option to purchase a number of
shares of the Company's  common stock greater than the "Total Shares  Subject to
Option" indicated above.  Notwithstanding  anything herein to the contrary, this
Option  shall  expire  on the  Expiration  Date  set  forth  above  and  must be
exercised,  if at all, on or before the Expiration  Date;  and provided  further
that this Option must  become  exercisable  as to at least 20% of the Shares for
each full year since the Date of Grant.

          3.  Restriction on Exercise.  This Option may not be exercised  unless
such exercise is in compliance with the Securities Act and all applicable  state
securities  laws  as  they  are in  effect  on the  date  of  exercise,  and the
requirements  of any  stock  exchange  or  national  market  system on which the
Company's  common  stock  may  be  listed  at the  time  of  exercise.  Optionee
understands that the Company is under no obligation to register, qualify or list
the Shares with the SEC, any state  securities  commission or any stock exchange
to effect such compliance.

          4.  Termination  of Option.  Except as provided below in this Section,
this Option shall  terminate  and may not be exercised if Optionee  ceases to be
employed by the Company or any Parent or  Subsidiary  of the Company (or, in the
case of a  nonqualified  stock option,  an Affiliate of the  Company).  Optionee
shall be  considered  to be employed by the Company for all purposes  under this
Section 4 if  Optionee  is an officer,  director  or  full-time  employee of the
Company  or  any  Parent,  Subsidiary  or  Affiliate  of the  Company  or if the
Committee  determines  that  Optionee  is  rendering  substantial  services as a
part-time employee, consultant, independent contractor or adviser to the Company
or any Parent,  Subsidiary or Affiliate of the Company. The Committee shall have
discretion  to  determine  whether  Optionee  has ceased to be  employed  by the
Company or any Parent,  Subsidiary or Affiliate of the Company and the effective
date on which such employment terminated (the "Termination Date").

               (a) Termination  Generally.  If Optionee ceases to be employed by
the Company or any Parent, Subsidiary or Affiliate of the Company for any reason
except death or Disability,  this Option, to the extent (and only to the extent)
that it would have been exercisable by Optionee on the Termination  Date, may be
exercised by Optionee within three (3) months after the Termination Date, but in
no event later than the Expiration Date.

               (b) Death or Disability. If Optionee ceases to be employed by the
Company or any Parent,  Subsidiary  or Affiliate  of the Company  because of the
death of Optionee or the Disability of Optionee, this Option, to the extent (and
only to the  extent)  that it would have been  exercisable  by  Optionee  on the
Termination   Date,   may  be  exercised  by  Optionee  (or   Optionee's   legal
representative)  within twelve (12) months after the Termination Date, but in no
event later than the Expiration Date; provided,  however, that if the Optionee's
Termination  is due to Disability  other than as defined in Section  22(e)(3) of
the Revenue Code, any ISO, or portion thereof,  that remains  exercisable  after
three (3) months after the Optionee's Termination Date shall be deemed an NQSO.

              (c) No  Right  to  Employment.  Nothing  in the Plan or this
Grant shall  confer on Optionee any right to continue in the employ of, or other
relationship with, the Company or any Parent,  Subsidiary  or Affiliate of the
Company or limit in any way the right of the  Company or any  Parent, Subsidiary
or  Affiliate  of the Company to terminate  Optionee's  employment or other
relationship at any time, with or without cause.

          5. Manner of Exercise.

               (a)  Exercise  Agreement.  This Option  shall be  exercisable  by
delivery to the Company of an executed  written Stock Option Exercise  Agreement
in the form  attached  hereto  as  Exhibit  A, or in such  other  form as may be
approved by the Company,  which shall set forth Optionee's  election to exercise
some  or all  of  this  Option,  the  number  of  Shares  being  purchased,  any
restrictions imposed on the Shares and such other representations and agreements
as may be required by the Company to comply with applicable  securities laws. If
someone other than Optionee exercises this Option,  then such person must submit
documentation  reasonably  acceptable  to the  Company  that such person has the
right to exercise the Option.

               (b)  Exercise  Price.  Such notice shall be  accompanied  by full
payment of the Exercise  Price for the Shares being  purchased.  Payment for the
Shares  may be made in cash  (by  check)  or,  where  permitted  by law:  (i) by
cancellation of  indebtedness  of the Company to Optionee;  (ii) by surrender of
shares of common  stock of the Company  having a Fair Market  Value equal to the
exercise  price of the Option that have been owned by Optionee for more than six
(6) months (and which have been paid for within the meaning of SEC Rule 144 and,
if such Shares were purchased from the Company by use of a promissory note, such
note has been  fully paid with  respect to such  shares),  or were  obtained  by
Optionee  in the open  public  market;  (iii) by waiver of  compensation  due or
accrued to Optionee for services  rendered;  (iv)  provided that a public market
for the  Company's  stock  exists,  through a "same day  sale"  commitment  from
Optionee and a  broker-dealer  that is a member of the National  Association  of
Securities  Dealers (an "NASD Dealer")  whereby Optionee  irrevocably  elects to
exercise  the Option and to sell a portion of the Shares so purchased to pay for
the Exercise Price and whereby the NASD Dealer irrevocably  commits upon receipt
of such Shares to forward  the  Exercise  Price  directly  to the  Company;  (v)
provided that a public market for the Company's stock exists, through a "margin"
commitment from Optionee and an NASD Dealer whereby Optionee  irrevocably elects
to exercise  the Option and to pledge the Shares so purchased to the NASD Dealer
in a margin account as security for a loan from the NASD Dealer in the amount of
the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt
of such Shares to forward the Exercise  Price  directly to the Company;  (vi) by
tender of a full recourse  promissory  note having such terms as may be approved
by the Committee and bearing  interest at a rate sufficient to avoid  imputation
of income under  Sections 483 and 1274 of the Revenue  Code;  provided  that the
portion of the Exercise  Price equal to the par value of the Shares must be paid
in cash (by check); or (vii) by any combination of the foregoing.  Optionees who
are not  employees or directors of the Company shall not be entitled to purchase
Shares  with a  promissory  note  unless  the  note  is  adequately  secured  by
collateral other than the Shares.

               (c) Withholding  Taxes.  Prior to the issuance of the Shares upon
exercise of this Option,  Optionee must pay or make  adequate  provision for any
applicable federal or state withholding obligations of the Company. Optionee may
(subject to the Company's  approval)  provide for payment of Optionee's  minimum
statutory  withholding  taxes upon exercise of the Option by requesting that the
Company  retain  Shares with a Fair Market Value equal to the minimum  amount of
taxes  required to be  withheld,  all as set forth in Section  6(c) of the Plan.
Insuch  case,  the  Company  shall issue the net number of Shares to Optionee by
deducting the Shares retained from the Shares exercised.

               (d) Issuance of Shares. Provided that such notice and payment are
in form and substance satisfactory to counsel for the Company, the Company shall
cause  the  Shares  to be  issued  in the  name of  Optionee,  Optionee's  legal
representative or Optionee's assignee.

          6. Notice of  Disqualifying  Disposition of ISO Shares.  If the Option
granted  to  Optionee  herein  is an ISO,  and if  Optionee  sells or  otherwise
disposes of any of the Shares  acquired  pursuant to the ISO within (1) the date
two years  after the Date of Grant,  or (2) the date one year after  exercise of
the ISO,  Optionee  shall  immediately  notify  the  Company  in writing of such
disposition.  Optionee  acknowledges  and agrees that Optionee may be subject to
income tax withholding by the Company on the compensation  income  recognized by
Optionee from any such early  disposition  by payment in cash (or in Shares,  to
the extent  permissible under Section 5(c)) or out of the current wages or other
earnings payable to Optionee.

          7.  Nontransferability  of  Option.  If this  Option is an ISO,  or if
Optionee is an Insider  subject to Section  16(b) of the Exchange Act, then this
Option may not be  transferred in any manner other than by will or by the law of
descent and  distribution  and may be exercised  during the lifetime of Optionee
only by Optionee.  Otherwise,  this Option may only be transferred to Optionee's
immediate family, to a trust for the benefit of Optionee or Optionee's immediate
family,  or to a charitable entity qualified under Section 501(c) of the Revenue
Code,  where  "immediate  family"  shall  mean  spouse,   lineal  descendant  or
antecedent,  brother or sister.  The terms of this Option  shall be binding upon
the executors, administrators, successors and assigns of Optionee.

          8. Tax Consequences. Set forth below is a brief summary as of the date
this  form of Grant  was  adopted  of some of the  federal  and  California  tax
consequences  of  exercise of this Option and  disposition  of the Shares.  THIS
SUMMARY IS NECESSARILY INCOMPLETE,  AND THE TAX LAWS AND REGULATIONS ARE SUBJECT
TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE  EXERCISING THIS OPTION
OR DISPOSING OF THE SHARES.

               (a) Exercise of ISO. If this Option  qualifies  as an ISO,  there
will be no  regular  federal  income  tax  liability  or  California  income tax
liability upon the exercise of the Option,  although the excess,  if any, of the
Fair Market Value of the Shares on the date of exercise over the Exercise  Price
will be treated as an  adjustment  to  alternative  minimum  taxable  income for
federal income tax purposes and may subject  Optionee to an alternative  minimum
tax liability in the year of exercise.

               (b) Exercise of  Nonqualified  Stock Option.  If this Option does
not qualify as an ISO, there may be a regular federal income tax liability and a
California  income tax liability upon the exercise of the Option.  Optionee will
be treated as having  received  compensation  income (taxable at ordinary income
tax rates)  equal to the excess,  if any, of the Fair Market Value of the Shares
on the date of exercise over the Exercise Price. The Company will be required to
withhold from  Optionee's  compensation  or collect from Optionee and pay to the
applicable  taxing   authorities  an  amount  equal  to  a  percentage  of  this
compensation income at the time of exercise.

               (c) Disposition of Shares.  In the case of an NQSO, if Shares are
held for more than one year before  disposition,  any gain on disposition of the
Shares will be treated as  long-term  capital  gain for  federal and  California
income tax purposes. In the case of an ISO, if Shares are held for more than one
year after the date of exercise and more than two years after the Date of Grant,
any gain on disposition on the Shares will be treated as long-term  capital gain
for federal and California  income tax purposes.  If Shares acquired pursuant to
an  ISO  are   disposed  of  within  such  one  year  or  two  year  periods  (a
"disqualifying  disposition"),  gain on such  disqualifying  disposition will be
treated as compensation  income (taxable at ordinary income rates) to the extent
of the excess,  if any,  of the Fair  Market  Value of the Shares on the date of
exercise over the Exercise  Price (the  "Spread"),  or, if less,  the difference
between the amount  realized on the sale of such Shares and the Exercise  Price.
Any gain in excess of the Spread shall be treated as capital gain.

          9.  Interpretation.  Any dispute regarding the  interpretation of this
Grant shall be  submitted by Optionee or the Company to the  Company's  Board of
Directors or the Committee thereof that administers the Plan, which shall review
such dispute at its next regular  meeting.  The  resolution of such a dispute by
the  Board or  Committee  shall be  final  and  binding  on the  Company  and on
Optionee.

          10. Entire Agreement. The Plan and the Stock Option Exercise Agreement
attached as Exhibit A are incorporated herein by this reference. This Grant, the
Plan and the Stock Option Exercise Agreement  constitute the entire agreement of
the parties  hereto and supersede all prior  undertakings  and  agreements  with
respect to the subject matter hereof.

          11. Privileges of Stock Ownership.  Optionee shall not have any of the
rights of a stockholder with respect to any Shares until Optionee  exercises the
Option and pays the Exercise Price.

          12.  Notices.  Any notice  required  to be given or  delivered  to the
Company  under the terms of this Grant shall be in writing and  addressed to the
Corporate  Secretary  of the Company at its  principal  corporate  offices.  Any
notice  required to be given or  delivered  to Optionee  shall be in writing and
addressed to Optionee at the address indicated above or to such other address as
such  party may  designate  in  writing  from time to time to the  Company.  All
notices shall be deemed to have been given or delivered upon: personal delivery;
three  (3)  days  after  deposit  in the  United  States  mail by  certified  or
registered mail (return receipt  requested);  one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by rapifax or telecopier.

          13.  Successors and Assigns.  The Company may assign any of its rights
under this Grant.  This Grant shall be binding  upon and inure to the benefit of
the successors and assigns of the Company.

          14.  Governing  Law.  This Grant shall be governed by and construed in
accordance with the laws of the State of California,  excluding that body of law
pertaining to conflict of laws.



                          PREMISYS COMMUNICATIONS, INC.





                          By:  _________________________________
                                 Raymond Lin, President



<PAGE>





                              ACCEPTANCE

Optionee  hereby  acknowledges  receipt of a copy of the Plan,  represents  that
Optionee has read and understands the terms and provisions thereof,  and accepts
this Option  subject to all the terms and  conditions of the Plan and this Stock
Option Grant.  Optionee  acknowledges that there may be adverse tax consequences
upon  exercise of this  Option or  disposition  of the Shares and that  Optionee
should consult a tax adviser prior to such exercise or disposition.




________________                    ____________________________
Date                                (First) (Last)


                                    ----------------------------
                                    Print Name







<PAGE>


                     PREMISYS COMMUNICATIONS, INC.
                       STOCK OPTION EXERCISE FORM

Complete,  sign and return this form along with  payment to the  Premisys  Stock
Administrator.  If you have questions regarding the number of vested shares, how
to  complete  the  form  or  any  other  part  of  the  exercise   process  call
510/353-4586.

NAME: __________               ADDRESS: __________
SOCIAL SECURITY # ____________
============================================================================

I, the undersigned, hereby irrevocably elect to exercise my options to
purchase shares of common stock of Premisys Communications, Inc. under and
pursuant to the options granted to me under the Premisys' Communications
Stock Option Plan, as follows:

 Grant     Grant   Grant     Total     # Shares    # Shares    Option   Total
  Type      No.     Date    Granted   Exercisable  Exercised   Price      due
                                                                        Premisys
--------- -------- -------  --------  -----------  ----------  -------  --------

--------- -------- -------  --------  -----------  ----------  -------  --------

--------- -------- -------  --------  -----------  ----------  -------  --------

--------- -------- -------  --------  -----------  ----------  -------  --------

--------- -------- -------  --------  -----------  ----------  -------  --------
  ============================================================================

If you  have a  Non-Qualified  (NQ)  option,  Premisys  is  obligated  by law to
withhold  federal and state income taxes and payroll  taxes from the gain on the
exercise whether or not the shares are sold. Additional federal and state income
tax may be withheld at your
request.  The tax rates for 1998 are:

      Federal Income Tax       28% of the gain
      State Income Tax         6% of the gain for CA or as required by
                               the state of residence
      Social Security          6.2% of the first $65,400 in earnings
      MHI (Medicare)           1.45% of all earnings
      SDI ______               0.5% of the first $31,767 in earnings
(California Residents only)

If you have an  Incentive  Stock  Option  (ISO) you may have  Federal  and State
income tax withheld upon request.

I request additional withholding: Federal Income Tax ________ (% or total amount
                                                                 to be withheld)
                                  State Income Tax ________   (% or total amount
                                                                 to be withheld)
  ============================================================================

PLEASE DELIVER MY SHARES TO:                   PAYMENT METHOD:

(     ) Broker Acct. Name                      (     ) Check payable to Premisys
                                                       Communications
(     )  Home Address as shown above           (     ) Same-Day Sale
(     )  Other__                               (     ) Other (See other side or
                                                       Administrator)

If I have an Incentive Stock Option (ISO) grant, I am aware that
exercising options results in tax preference income and that I may be
subject to Alternative Minimum Tax and that adverse tax consequences
may result from this exercise.  I assume responsibility for seeking
tax advice and am not relying on the company for tax advice.
______________________________________    __________________ 
Optionee Signature                        Date

______________________________________    __________________ 
Premisys Stock Administrator Signature    Date


<PAGE>


Definitions and Entire Agreement Unless  otherwise  defined herein,  capitalized
terms used herein shall have the meaning  ascribed to them in the company's 1992
Stock Option Plan and 1994 Stock Option Plan,  as applicable  (each,  a "Plan").
The applicable Plan and Stock Option Grant are incorporated herein by reference.
This Stock Option exercise  Agreement,  the applicable plan and the Stock Option
Grant  constitute  the entire  agreement  of the parties and  supersede in their
entirety all prior  undertakings  and agreement of the Company and Optionee with
respect to the subject matter  hereof,  and is governed by California law except
for that body of law pertaining to conflict of laws.

Market Standoff Agreement Optionee agrees in connection with any registration of
the  Company's  securities  that,  upon  the  request  of  the  company  or  the
underwriters managing any public offering of the company's securities,  Optionee
will not sell or other  wise  dispose of any Shares  without  the prior  written
consent of the Company or such underwriters, as the case may be, for such period
of time from the  effective  date of such  registration  as the  Company  or the
underwriters may specify for employee shareholders generally.

Other  Payment  Methods  The  Company  policy is to accept  payment  for  option
exercises by check or  same-day-sale.  However,  in certain  instances  with the
approval of the Company,  other payment  methods,  as allowed by the Plan, maybe
accepted by the Company.
These are:
      By delivery of  fully-paid,  nonasessable  and vested shares of the common
      stock of the  Company  owned by the  Optionee  for at least six (6) months
      prior to the date  hereof (and which have been paid for within the meaning
      of the SEC Rule 144),  or obtained by Optionee in the open public  market,
      and owned free and clear of all liens,  claims,  encumbrances  or security
      interests,  valued at the current Fair Market Value.
      By  cancellation  of indebtedness of the Company to Optionee
      By waiver of compensation  due or accrued to Options for services rendered
      to the Company.



<PAGE>


                             Exhibit 5.01


                    Opinion of Fenwick & West LLP


<PAGE>



                                                          EXHIBIT 5.01

                          January 14, 1999

Premisys Communications, Inc.
48664 Milmont Drive
Fremont, CA 94538

Gentlemen/Ladies:

      At your request,  we have examined the Registration  Statement on Form S-8
(the  "Registration  Statement")  to be filed by you  with  the  Securities  and
Exchange  Commission  (the  "Commission")  on or  about  January 15,  1999  in
connection with the  registration  under the Securities Act of 1933, as amended,
of an aggregate of 1,260,000 shares of your Common Stock (the "Stock"),  subject
to issuance by you upon the exercise of stock  options  granted or to be granted
by you under your 1994 Stock  Option  Plan,  as amended  (the "1994  Plan").  In
rendering this opinion, we have examined the following:

      (1)  your  registration  statement on Form 8-A (File Number 0-25684) filed
           with the  Commission  on March 14, 1995,  together  with the order of
           effectiveness issued by the Commission therefor on April 5, 1995;

      (2)  Your  Registration  Statement on Form 8-A (File Number 0-25684) filed
           with the  Commission on September 22, 1998[,  together with the order
           of  effectiveness  issued by the  Commission  therefor on  _________,
           1998;]

      (3)  the  Registration  Statement,  together with the Exhibits  filed as a
           part thereof  including  the 1994 Plan and related stock option grant
           and exercise agreement;

      (4)  the   Prospectus    prepared   in   connection   with   the
           Registration Statement;

      (5)  the  minutes  of  meetings  and  actions  by  written  consent of the
           stockholders and Board of Directors that are contained in your minute
           books   and  the   minute   books  of  your   predecessor,   Premisys
           Communications  Holdings,  Inc., a California  corporation ("Premisys
           California"), that are in our possession;

      (6)  the stock  records  that you have  provided  to us  (consisting  of a
           certificate from your transfer agent of even date herewith  verifying
           the number of your issued and outstanding  shares of capital stock as
           of  the  date  hereof  and a  list  of  option  and  warrant  holders
           respecting  your capital and of any rights to purchase  capital stock
           that was prepared by you and dated  January 13, 1999  verifying the
           number of such issued and outstanding securities); and

      (7)  a  Management  Certificate  addressed  to us and  dated of even  date
           herewith executed by the Company containing certain factual and other
           representations.

      We have also confirmed the continued  effectiveness of your  registrations
under the Securities  Exchange Act of 1934, as amended, by telephone call to the
offices of the Commission.

      In our  examination  of documents  for purposes of this  opinion,  we have
assumed,  and express no opinion as to, the  genuineness  of all  signatures  on
original  documents,  the  authenticity  of  all  documents  submitted  to us as
originals,  the  conformity  to  originals of all  documents  submitted to us as
copies,  the legal capacity of all natural persons  executing the same, the lack
of any  undisclosed  terminations,  modifications,  waivers or amendments to any
documents  reviewed by us and the due  execution  and delivery of all  documents
where due execution and delivery are prerequisites to the effectiveness thereof.

      As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents  referred to above and have assumed the current
accuracy and completeness of the information  obtained from public officials and
records  referred to above. We have made no independent  investigation  or other
attempt to verify the accuracy of any of such  information  or to determine  the
existence or  non-existence of any other factual  matters;  however,  we are not
aware of any facts that would  cause us to believe  that the  opinion  expressed
herein is not accurate.

      We are admitted to practice law in the State of California, and we express
no opinion  herein with respect to the  application or effect of the laws of any
jurisdiction  other than the existing  laws of the United  States of America and
the State of California and (without reference to case law or secondary sources)
the existing Delaware General Corporation Law.

Based upon the foregoing,  it is our opinion that the 1,260,000  shares of Stock
that may be issued and sold by you upon the exercise of stock options granted or
to be granted under the 1994 Plan,  when issued and sold in accordance  with the
1994 Plan and stock option or purchase agreements to be entered into thereunder,
and in the manner  referred to in the relevant  Prospectus  associated  with the
Registration Statement, will be validly issued, fully paid and nonassessable.

      We  consent to the use of this  opinion as an exhibit to the  Registration
Statement  and  further  consent  to  all  references  to  us,  if  any,  in the
Registration  Statement,  the  Prospectus  constituting  a part  thereof and any
amendments thereto.

      This  opinion  speaks only as of its date and we assume no  obligation  to
update this opinion  should  circumstances  change  after the date hereof.  This
opinion  is  intended  solely  for your use as an  exhibit  to the  Registration
Statement for the purpose of the above sale of the Stock and is not to be relied
upon for any other purpose.

                                Very truly yours,

                               FENWICK & WEST LLP



                               By:  _/s/ Eileen Duffy Robinett ____
                                   Eileen Duffy Robinett, a Partner



<PAGE>




                            Exhibit 23.02


                Consent of PricewaterhouseCoopers LLP





<PAGE>


                                                         Exhibit 23.02


                  CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form S-8 of our  report  dated July 23,  1998,  except for Note 10
which  is  as  of  September  24,  1998,   appearing  on  page  30  of  Premisys
Communications,  Inc.'s  Annual  Report on Form 10-K for the year ended June 26,
1998.


/s/ PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP
San Jose, California
January 12, 1999
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 PREMISYS COMMUNICATIONS, INC.", "secsgml_size_bytes": 93802}]
{"company-data": {"conformed-name": "PREMISYS COMMUNICATIONS INC", "cik": "0000938733", "assigned-sic": "3661", "irs-number": "943153847", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70739", "film-number": "99507625"}, "business-address": {"street1": "48664 MILMONT DR", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5103537600"}, "mail-address": {"street1": "48664 MILMONT DRIVE", "city": "FREMONT", "state": "CA", "zip": "94538"}}
As filed with the Securities and Exchange Commission on January 15, 1999
                                             Registration No. 333-___________

     ======================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          PREMISYS COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

                               Delaware 94-3153847
                    (State of incorporation) (I.R.S. employer
                               identification no.)

                               48664 Milmont Drive
                            Fremont, California 94538
          (Address, including zip code, of principal executive offices)

                             1994 Stock Option Plan
                            (Full title of the plan)

                                John J. Hagedorn
                             Chief Financial Officer
                          Premisys Communications, Inc.
                               48664 Milmont Drive
                            Fremont, California 94538
                                 (510) 353-7600
            (Name, address and telephone number of agent for service)

                                   Copies to:

                             William L. Hughes, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306
                                 (650) 494-0600

                         CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------------------
                            Amount     Proposed      Proposed      Amount of
                             to be     Maximum        Maximum     Registration
Title of Securities to be  Registered  Offering      Aggregate        Fee
        Registered                     Price Per   Offering Price
                                       Share
-----------------------------------------------------------------------------

Common Stock, $0.01      930,492(1)   $ 10.50(2)   $9,770,166(2)   $ 2,716
 par value

Common Stock, $0.01      329,508(1)   $ 10.44(2)   $3,440,064(2)   $   957
 par value
------------------------------------------------------------------===========

------------------------------------------------------------------===========

(1)Additional shares registered  pursuant to this Registration  Statement as of
   December 23, 1998 under the 1994 Stock Option Plan.

(2)Based on the average of the high and low prices of the Company's Common Stock
   as reported on the Nasdaq  National  Market as of December 16, 1998  pursuant
   to Rule 457(c) solely for the purpose of calculating the registration fee.

(3)Based on the  exercise  price  of  options  granted  from  the  shares  being
   registered  pursuant to this  Registration  Statement  under the 1994 Stock
   Option Plan as of December 23, 1998  pursuant to Rule 457(h) solely for the
   purpose of calculating the registration fee.
PREMISYS COMMUNICATIONS, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The  following  documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  are  incorporated  herein by reference:
(a)            The Registrant's Annual Report on Form 10-K for the fiscal year
               ended  June 26,  1998  filed  pursuant  to  Section  13(a) of the
               Securities  Exchange  Act of 1934  (the  "Exchange  Act"),  which
               Annual Report contains audited financial  statements for the year
               ended June 26, 1998.
(b)            The  Registrant's  Quarterly  Report on Form 10-Q for the quarter
               ended  September 25, 1998 filed  pursuant to Section 13(a) of the
               Exchange Act.
(c)            The description of the Registrant's Common Stock contained in the
               Registrant's  Registration  Statement  on Form 8-A filed on March
               14, 1995 with the Commission  under Section 12(g) of the Exchange
               Act,  including  any amendment or report filed for the purpose of
               updating such description.
(d)            The  description  of the  Registrant's  Preferred  Stock Purchase
               Rights  contained in the Registrant's  Registration  Statement on
               Form 8-A filed on September  22, 1998 with the  Commission  under
               Section  12(g) of the Exchange  Act,  including  any amendment or
               report filed for the purpose of updating such description.

          All  documents  subsequently  filed  by  the  Registrant  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          The  validity of the  issuance of the shares of Common  Stock  offered
hereby  will be passed  upon for the  Company by Fenwick & West LLP,  Palo Alto,
California.  Certain  partners of Fenwick & West LLP own an  aggregate of 6,000
shares of Common Stock of the Company.

Item 6.  Indemnification of Directors and Officers.

          As permitted by Section 145 of the Delaware  General  Corporation Law,
the  Registrant's   Certificate  of  Incorporation  includes  a  provision  that
eliminates  the personal  liability of its  directors to the  Registrant  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
section 174 of the Delaware General  Corporation Law or (iv) for any transaction
from which the director derived an improper  personal benefit.  In addition,  as
permitted by Section 145 of the Delaware General  Corporation Law, the Bylaws of
the  Registrant  provide that:  (i) the  Registrant is required to indemnify its
directors and executive officers to the fullest extent permitted by the Delaware
General  Corporation Law; (ii) the Registrant may, in its discretion,  indemnify
other  officers,  employees  and  agents  as set forth in the  Delaware  General
Corporation  Law; (iii) upon receipt of an undertaking to repay such advances if
indemnification  is determined to be unavailable,  the Registrant is required to
advance expenses,  as incurred,  to its directors and executive  officers to the
fullest extent permitted by the Delaware  General  Corporation Law in connection
with a proceeding  (except if a determination is reasonably and promptly made by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who  were not  parties  to the  proceeding  or,  in  certain  circumstances,  by
independent  legal  counsel  in a written  opinion  that the facts  known to the
decision-making  party  demonstrate  clearly and  convincingly  that such person
acted in bad faith or in a manner  that such  person did not believe to be in or
not opposed to the best interests of the corporation); (iv) the rights conferred
in the Bylaws are not exclusive  and the  Registrant is authorized to enter into
indemnification  agreements  with its  directors,  officers  and  employees  and
agents;  (v) the Registrant  may not  retroactively  amend the Bylaw  provisions
relating to indemnity;  and (vi) to the fullest extent permitted by the Delaware
General  Corporation Law, a director or executive officer will be deemed to have
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not opposed to the best  interests of the  Registrant,  and, with respect to any
criminal action or proceeding,  to have had no reasonable  cause to believe that
his or her conduct was unlawful, if his or her action is based on the records or
books of account of the corporation or on information  supplied to him or her by
officers of the  corporation  in the course of their  duties or on the advice of
legal counsel for the  corporation or on information or records given or reports
made  to  the  corporation  by  independent   certified  public  accountants  or
appraisers or other experts.  This provision does not affect the availability of
equitable  remedies  such as  injunctive  relief or  rescission.  Further,  such
limitation of liability also does not affect a director's responsibilities under
any  other  laws,   including  federal  securities  laws  or  state  or  federal
environmental laws.

          The  Registrant's  policy is to enter into indemnity  agreements  with
each of its directors and executive officers.  The indemnity  agreements provide
that directors and executive  officers will be indemnified  and held harmless to
the fullest  possible  extent  permitted by law  including  against all expenses
(including  attorneys' fees),  judgments,  fines and settlement  amounts paid or
reasonably  incurred by them in any action,  suit or  proceeding,  including any
derivative  action by or in the right of the  Registrant,  on  account  of their
services as  directors,  officers,  employees or agents of the  Registrant or as
directors, officers, employees or agents of any other company or enterprise when
they are  serving  in such  capacities  at the  request of the  Registrant.  The
Registrant  will not be  obligated  pursuant to the  agreements  to indemnify or
advance  expenses to an indemnified  party with respect to proceedings or claims
(i) initiated by the  indemnified  party and not by way of defense,  except with
respect to a  proceeding  authorized  by the Board of Directors  and  successful
proceedings  brought to enforce a right to  indemnification  under the Indemnity
Agreement;  (ii) for any amounts paid in settlement  of a proceeding  unless the
Registrant  consents to such  settlement;  (iii) on account of any suit in which
judgment is rendered against the indemnified  party for an accounting of profits
made from the purchase or sale by the  indemnified  party of  securities  of the
Registrant pursuant to the provisions of 16(b) of the Securities Exchange Act of
1934 and related laws; (iv) on account of conduct by the indemnified party which
is finally  adjudged to have been in bad faith;  (v) on account of any  criminal
action or  proceeding  arising  out of conduct  that the  indemnified  party had
reasonable cause to believe was unlawful; or (vi) if a final decision by a court
having  jurisdiction in the matter shall determine that such  indemnification is
not lawful.

          The indemnity  agreement  requires a director or executive  officer to
reimburse  the  Registrant  for all expenses  advanced  only to the extent it is
ultimately  determined  that the director or executive  officer is not entitled,
under  Delaware  law,  the Bylaws,  the  indemnity  agreement or otherwise to be
indemnified for such expenses.  The indemnity  agreement provides that it is not
exclusive  of any  rights a director  or  executive  officer  may have under the
Certificate of Incorporation, Bylaws, other agreements, any majority-in-interest
vote of the stockholders or vote of disinterested directors, the Delaware law or
otherwise.

          The  indemnification  provision  in  the  Bylaws,  and  the  indemnity
agreements  entered into between the  Registrant and its directors and executive
officers,   may  be  sufficiently   broad  to  permit   indemnification  of  the
Registrant's  executive officers and directors for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act").

          As  authorized  by  the  Registrant's  Bylaws,  the  Registrant,  with
approval by the Board, has purchased director and officer liability insurance.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits

        4.01   Registrant's  Amended and Restated  Certificate of  Incorporation
               filed with the  Secretary of State of Delaware on April 12, 1995.
               (Incorporated   herein  by  reference  to  Exhibit  3.01  of  the
               Registrant's  Form 10-Q (No. 0-25684) for the Quarter ended March
               31, 1995.)

        4.02   Registrant's Certificate of Amendment to Registrant's Amended and
               Restated Certificate of Incorporation filed with the Secretary of
               State of Delaware on December 15, 1995.  (Incorporated  herein by
               reference  to  Exhibit  3.05 of the  Registrant's  Form 10-Q (No.
               0-25684) for the Quarter  ended  December 29, 1995 filed with the
               SEC on February 12, 1996.)

         4.03  Registrant's  Bylaws, as amended and restated effective September
               17,  1998.  (Incorporated  herein by reference to Exhibit 3.04 of
               the Registrant's Registration Statement on Form 8-A (No. 0-25684)
               filed with the Securities and Exchange Commission on
               September 22, 1998.)

         4.04  Registrant's  1994 Stock  Option  Plan,  as amended,  and related
               documents.

         4.05  Form of  specimen  certificate  for  Registrant's  Common  Stock.
               (Incorporated   herein  by  reference  to  Exhibit  4.01  of  the
               Registrant's  Registration  Statement on Form S-1 (No.  33-89598)
               declared effective April 15, 1995.)

         4.06  Investors'  Rights  Agreement,  dated as of March  12,  1992,  as
               amended  June 15,  1992,  October 22,  1993,  December  14, 1993,
               February  18, 1994 and May 9, 1994 among  Registrant  and various
               investors.  (Incorporated  herein by reference to Exhibit 4.02 of
               the of the Registrant's  Registration  Statement on Form S-1 (No.
               33-95266) filed August 1, 1995.)

         4.07  Waiver Relating to and Amendment of Investors'  Rights  Agreement
               dated as of July 24, 1995 among Registrant and various investors.
               (Incorporated   herein  by  reference  to  Exhibit  4.03  of  the
               Registrant's  Registration  Statement on Form S-1 (No.  33-95266)
               filed August 1, 1995.)

         4.08  Certificate of Designation specifying the rights, preferences and
               privileges of the Series A Junior  Participating  Preferred Stock
               of Registrant.  (Incorporated herein by reference to Exhibit 3.03
               of the  Registrant's  Registration  Statement  on Form  8-A  (No.
               0-25684)  filed with the  Securities  and Exchange  Commission on
               September 22, 1998.)

         4.09  Form of specimen of Right  Certificate.  (Incorporated  herein by
               reference  to  Exhibit  B to  Exhibit  4.04  of the  Registrant's
               Registration  Statement on Form 8-A (No.  0-25684) filed with the
               Securities and Exchange Commission on September 22, 1998.)

         4.10  Rights Agreement dated September 18, 1998, between the Registrant
               and Chase Mellon  Shareholder  Services  L.L.C.  as Rights Agent,
               which   includes  as  Exhibit  A  the  form  of   Certificate  of
               Designations of Series A Junior Participating Preferred Stock, as
               Exhibit  B the Form of Right  Certificate  and as  Exhibit  C the
               Summary of Rights to Purchase Preferred Shares.  (Incorporated by
               reference  to  Exhibit  4.04  of  the  Registrant's  Registration
               Statement on Form 8-A (No. 0-25684) filed with the Securities and
               Exchange Commission on September 22, 1998.)

         5.01 Opinion of Fenwick & West LLP.

        23.01  Consent of Fenwick & West LLP (included in Exhibit 5.01).

        23.02  Consent of PricewaterhouseCoopers LLP, Independent
               Accountants.

        24.01 Power of Attorney (see page 8).

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act;

               (ii)  To reflect in the  prospectus  any facts or events  arising
                     after the effective date of the Registration  Statement (or
                     the most recent  post-effective  amendment  thereof) which,
                     individually  or in the aggregate,  represent a fundamental
                     change in the  information  set  forth in the  Registration
                     Statements;

               (iii)To include any material information with respect to the plan
                    of distribution not previously disclosed in the Registration
                    Statement or any material change to such  information in the
                    Registration Statement.

               Provided,  however,  that paragraphs  (1)(i) and (1)(ii) above do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                The undersigned  Registrant hereby undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                Insofar as  indemnification  for  liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  provisions  discussed in Item 6 hereof,  or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

      [The rest of this page has been intentionally left blank.]
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Fremont, State of California, on the 15th day of
January, 1999.

                          PREMISYS COMMUNICATIONS, INC.

                      By: /s/ John Hagedorn 
                              John Hagedorn
                              Senior Vice President, Finance and Administration,
                              Chief Financial Officer and Secretary
POWER OF ATTORNEY

      KNOW  ALL MEN BY THESE  PRESENTS  that  each  individual  whose  signature
appears below  constitutes and appoints  Nicholas J. Williams and John Hagedorn,
and each of them,  his true and lawful  attorneys-in-fact  and agents  with full
power of substitution,  for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement  on Form  S-8,  and to file the  same  with all
exhibits thereto and all documents in connection therewith,  with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all  intents  and  purposes  as he or it might or  could  do in  person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or his or their substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

       Signature                    Title                        Date      

Principal Executive Officer:

/s/ Nicholas J. Williams       Chief Executive Officer         January 15, 1999
Nicholas J. Williams           and a Director

Principal Financial Officer:

/s/ John Hagedorn         Senior Vice President, Finance and   January 15, 1999
John Hagedorn             Administration, Chief Financial
                          Officer and Secretary

Principal Accounting Officer:

/s/ Robert W. Dilfer      Vice President and Controller        January 15, 1999
Robert W. Dilfer
Additional Directors:

/s/ Boris J. Auerbuch              Director                    January 15, 1999
Boris J. Auerbuch

/s/ Lip-Bu Tan                     Director                    January 15, 1999
Lip-Bu Tan

/s/ Marino R. Polestra             Director                    January 15, 1999
Marino R. Polestra

/s/ Edward A. Keible, Jr.          Director                    January 15, 1999
Edward A. Keible, Jr.

/s/ Raymond C. Lin                 Director                    January 15, 1999
---------------------
Raymond C. Lin
Exhibit Index

Exhibit No.                      Description

4.01    Registrant's  Amended and Restated  Certificate of  Incorporation  filed
        with the Secretary of State of Delaware on April 12, 1995. (Incorporated
        herein by reference to Exhibit 3.01 of the  Registrant's  Form 10-Q (No.
        0-25684) for the Quarter ended March 31, 1995.)

4.02    Registrant's  Certificate  of  Amendment  to  Registrant's  Amended  and
        Restated  Certificate of Incorporation filed with the Secretary of State
        of Delaware on December 15, 1995.  (Incorporated  herein by reference to
        Exhibit 3.05 of the Registrant's Form 10-Q (No. 0-25684) for the Quarter
        ended December 29, 1995 filed with the SEC on February 12, 1996.)

4.03    Registrant's  Bylaws,  as amended and restated  effective  September 17,
        1998.   (Incorporated  herein  by  reference  to  Exhibit  3.04  of  the
        Registrant's Registration Statement on Form 8-A (No. 0-25684) filed with
        the Securities and Exchange
        Commission on September 22, 1998.)

4.04    Registrant's 1994 Stock Option Plan, as amended, and related
        documents.

4.05    Form  of   specimen   certificate   for   Registrant's   Common   Stock.
        (Incorporated  herein by reference  to Exhibit 4.01 of the  Registrant's
        Registration  Statement on Form S-1 (No.  33-89598)  declared  effective
        April 15, 1995.)

4.06    Investors' Rights Agreement, dated as of March 12, 1992, as amended June
        15, 1992, October 22, 1993, December 14, 1993, February 18, 1994 and May
        9, 1994 among Registrant and various investors.  (Incorporated herein by
        reference  to  Exhibit  4.02  of the of  the  Registrant's  Registration
        Statement on Form S-1 (No. 33-95266) filed August 1, 1995.)

4.07    Waiver Relating to and Amendment of Investors' Rights Agreement dated as
        of July 24, 1995 among Registrant and various  investors.  (Incorporated
        herein by  reference to Exhibit  4.03 of the  Registrant's  Registration
        Statement on Form S-1 (No. 33-95266) filed August 1, 1995.)

4.08    Certificate  of  Designation  specifying  the  rights,  preferences  and
        privileges  of the  Series A  Junior  Participating  Preferred  Stock of
        Registrant.  (Incorporated  herein by  reference  to Exhibit 3.03 of the
        Registrant's Registration Statement on Form 8-A (No. 0-25684) filed with
        the Securities and Exchange Commission on September 22, 1998.)

4.09    Form of specimen of Right Certificate. (Incorporated herein by reference
        to Exhibit B to Exhibit 4.04 of the Registrant's  Registration Statement
        on Form  8-A  (No.  0-25684)  filed  with the  Securities  and  Exchange
        Commission on September 22, 1998.)

4.10    Rights  Agreement dated  September 18, 1998,  between the Registrant and
        Chase Mellon Shareholder Services L.L.C. as Rights Agent, which includes
        as Exhibit A the form of Certificate of  Designations of Series A Junior
        Participating   Preferred   Stock,  as  Exhibit  B  the  Form  of  Right
        Certificate and as Exhibit C the Summary of Rights to Purchase Preferred
        Shares.  (Incorporated  by reference to Exhibit 4.04 of the Registrant's
        Registration  Statement  on  Form  8-A  (No.  0-25684)  filed  with  the
        Securities and Exchange Commission on September 22, 1998.)

5.01 Opinion of Fenwick & West LLP.

23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).

23.02   Consent of PricewaterhouseCoopers LLP, Independent
        Accountants.

24.01 Power of Attorney (see page 8).
Exhibit 4.04

     Registrant's 1994 Stock Option Plan, as amended, and related documents
PREMISYS COMMUNICATIONS, INC.

                        1994 STOCK OPTION PLAN

                     As Adopted November 16, 1994
                    As Amended September 13, 1995
                    As Amended September 18, 1997
                     As Amended October 13, 1997
                    As Amended September 17, 1998

          1. PURPOSE.  This 1994 Stock Option Plan (this "Plan") is  established
as a  compensatory  plan to attract,  retain and provide  equity  incentives  to
selected  persons to promote the financial  success of Premisys  Communications,
Inc., a Delaware corporation, (the "Company").  Capitalized terms not previously
defined herein are defined in Section 21 of this Plan.

          2. TYPES OF OPTIONS AND SHARES.  Options  granted under this Plan (the
"Options") may be either (a) incentive stock options ("ISOs") within the meaning
of Section 422 of the Internal  Revenue Code of 1986,  as amended (the  "Revenue
Code"), or (b) nonqualified stock options  ("NQSOs"),  as designated at the time
of grant.  The shares of stock that may be  purchased  upon  exercise of Options
granted  under this Plan (the  "Shares")  are shares of the common  stock of the
Company $0.01 par value per share.

          3. NUMBER OF SHARES. The aggregate number of Shares that may be issued
pursuant to Options  granted under this Plan is 6,460,000.*  Shares,  subject to
adjustment  as provided  in this Plan.  If any Option  expires or is  terminated
without being  exercised in whole or in part, the unexercised or released Shares
from such Options  shall be available  for future grant and purchase  under this
Plan.  At all times during the term of this Plan,  the Company shall reserve and
keep  available  such  number of  Shares as shall be  required  to  satisfy  the
requirements of outstanding Options under this Plan.

          4.  ELIGIBILITY.  Options  may  be  granted  to  employees,  officers,
directors,  consultants  and advisers  (provided such  consultants  and advisers
render  bona  fide  services  not in  connection  with  the  offer  and  sale of
securities  in a  capital-raising  transaction)  of the  Company or any  Parent,
Subsidiary  or Affiliate  of the Company.  ISOs may be granted only to employees
(including  officers and directors  who are also  employees) of the Company or a
Parent or Subsidiary of the Company. The Committee (as defined in Section 16) in
its sole  discretion  shall select the recipients of Options  ("Optionees").  An
Optionee may be granted more than one Option under this Plan. No Optionee  shall
be eligible to receive more than 1,000,000**  Shares at any time during the term
of this Plan pursuant to the grant of Options  hereunder.  The Company may also,
from time to time,  assume  outstanding  options  granted  by  another  company,
whether in connection with an acquisition of such other company or otherwise, by
either  (i)  granting  an Option  under this Plan in  replacement  of the option
assumed by the Company,  or (ii)  treating the assumed  option as if it had been
granted under this Plan if the terms of such assumed  option could be applied to
an Option granted under this Plan. Such  assumption  shall be permissible if the
holder of the assumed  option  would have been  eligible to be granted an Option
hereunder if the other company had applied the rules of this Plan to such grant.

__________________________
*  On March 13, 1995 a one-for-four reverse split of the Company's
   outstanding Common Stock (the "Reverse Split") was effected,
   reducing the number of shares reserved for issuance under the Plan
   to 1,000,000.  On September 13, 1995, the Board approved an
   increase in the number of shares reserved for issuance under the
   Plan to 2,000,000, which increase was later approved by the
   Company's stockholders.  On December 12, 1995, a two-for-one stock
   split in the form of a 100% stock dividend was paid to the
   Company's stockholders of record as of November 22, 1995,
   increasing the number of shares reserved for issuance under the
   Plan to 4,000,000.  On September 18, 1997, the Board approved an
   increase in the number of shares reserved for issuance under the
   Plan to 5,200,000, which increase was later approved by the
   Company's stockholders.  On September 17, 1998, the Board approved
   an increase in the number of shares reserved for issuance under
   the Plan to 6,460,000, which increase was later approved by the
   Company's stockholders.

** Due to the one-for-four Reverse Split and the 100% Stock Dividend, the number
   of shares an Optionee shall be eligible to receive is no more than 1,000,000.
____________________________________

          5. TERMS AND  CONDITIONS  OF OPTIONS.  The Committee  shall  determine
whether each Option is to be an ISO or an NQSO,  the number of Shares subject to
the Option, the exercise price of the Option, the period during which the Option
may be exercised,  and all other terms and conditions of the Option,  subject to
the following:

               (a) Form of Option  Grant.  Each Option  granted  under this Plan
shall be  evidenced by a written  Stock Option Grant (the  "Grant") in such form
(which need not be the same for each Optionee) as the Committee  shall from time
to time  approve,  which Grant shall comply with and be subject to the terms and
conditions of this Plan.

               (b) Date of Grant.  The date of grant of an  Option  shall be the
date on which the Committee makes the  determination to grant such Option unless
otherwise specified by the Committee.  The Grant representing the Option will be
delivered to each  Optionee  with a copy of this Plan within a  reasonable  time
after the granting of the Option.

               (c) Exercise  Price.  The exercise  price of an NQSO shall be not
less than 85% of the Fair  Market  Value of the Shares on the date the Option is
granted.  The  exercise  price of an ISO shall be not less than 100% of the Fair
Market Value of the Shares on the date the Option is granted. The exercise price
of any Option  granted to a person  owning  more than l0% of the total  combined
voting power of all classes of stock of the Company or any Parent or  Subsidiary
of the Company  ("Ten Percent  Stockholder")  shall not be less than 110% of the
Fair   Market   Value  of  the  Shares  on  the  date  the  Option  is  granted.
Notwithstanding  any section of this Plan, the exercise price of an Option shall
not be less than the par value of the Shares.

               (d) Exercise  Period.  Options  shall be  exercisable  within the
times or upon the events  determined by the Committee as set forth in the Grant;
provided,  however,  that no Option shall be exercisable after the expiration of
ten (10) years from the date the Option is granted, and provided further that no
Option  granted to a Ten  Percent  Stockholder  shall be  exercisable  after the
expiration of five (5) years from the date the Option is granted.  The Committee
also may provide for the exercise of Options to become  exercisable  at one time
or from time to time, periodically or otherwise, in such number or percentage as
the Committee determines.

               (e)   Limitations  on  ISOs.  The  aggregate  Fair  Market  Value
(determined  as of the time an Option is granted) of stock with respect to which
ISOs are  exercisable for the first time by an Optionee during any calendar year
(under this Plan or under any other  incentive  stock option plan of the Company
or any Parent or Subsidiary of the Company)  shall not exceed  $100,000.  If the
Fair Market Value of Shares with respect to which ISOs are  exercisable  for the
first time by an Optionee during any calendar year exceeds $100,000, the Options
for the first $100,000 worth of Shares to become  exercisable in such year shall
be ISOs and the  Options  for the  amount  in excess of  $100,000  that  becomes
exercisable  in that year shall be NQSOs.  In the event that the Revenue Code or
the regulations  promulgated  thereunder are amended after the effective date of
this Plan to provide  for a different  limit on the Fair Market  Value of Shares
permitted  to be subject to ISOs,  such  different  limit shall be  incorporated
herein and shall apply to any Options  granted after the effective  date of such
amendment.

               (f) Options  Non-Transferable.  Options  granted under this Plan,
and any interest  therein,  shall not be transferable or assignable by Optionee,
and may  not be made  subject  to  execution,  attachment  or  similar  process,
otherwise  than by  will  or by the  laws of  descent  and  distribution,  or as
consistent with the specific Plan and Grant provisions relating thereto.  During
the lifetime of the Optionee an Option shall be exercisable only by Optionee and
any elections with respect to an Option, may be made only by the Optionee.

               (g) Assumed  Options.  In the event the Company assumes an option
granted by another company, the terms and conditions of such option shall remain
unchanged  (except  the  exercise  price  and the  number  and  nature of shares
issuable upon exercise, which will be adjusted appropriately pursuant to Section
424(c) of the  Revenue  Code).  In the event the  Company  elects to grant a new
option rather than assuming an existing option (as specified in Section 4), such
new option need not be granted at Fair Market Value on the date of grant and may
instead be granted with a similarly adjusted exercise price.

          6. EXERCISE OF OPTIONS.

               (a)  Notice.  Options  may be  exercised  only by delivery to the
Company of a written stock option exercise agreement (the "Exercise  Agreement")
in a form  approved  by the  Committee  (which  need  not be the  same  for each
Optionee),  stating  the  number of Shares  being  purchased,  the  restrictions
imposed on the Shares, if any, and such representations and agreements regarding
Optionee's  investment  intent  and  access to  information,  if any,  as may be
required by the Company to comply with applicable securities laws, together with
payment in full of the exercise price for the number of Shares being purchased.

               (b)  Payment.  Payment  for the  Shares  may be made in cash  (by
check) or, where approved by the Committee in its sole discretion at the time of
grant and where  permitted by law: (i) by  cancellation  of  indebtedness of the
Company to the  Optionee;  (ii) by  surrender  of shares of common  stock of the
Company having a Fair Market Value equal to the applicable exercise price of the
Options,  that have been owned by  Optionee  for more than six (6)  months  (and
which have been paid for  within the  meaning  of the  Securities  and  Exchange
Commission  ("SEC") Rule 144 and, if such shares were purchased from the Company
by use of a promissory  note, such note has been fully paid with respect to such
shares), or were obtained by Optionee in the open public market; (iii) by tender
of a full recourse  promissory  note having such terms as may be approved by the
Committee  and bearing  interest at a rate  sufficient  to avoid  imputation  of
income under Sections 483 and 1274 of the Revenue Code; provided,  however, that
Optionees who are not employees of the Company shall not be entitled to purchase
Shares  with a  promissory  note  unless  the  note  is  adequately  secured  by
collateral  other than the Shares;  provided,  further,  that the portion of the
Purchase  Price equal to the par value of the Shares must be paid in cash;  (iv)
by waiver of compensation due or accrued to Optionee for services rendered;  (v)
provided that a public market for the  Company's  stock exists,  through a "same
day sale"  commitment from Optionee and a broker-dealer  that is a member of the
National  Association of Securities  Dealers (an "NASD Dealer") whereby Optionee
irrevocably elects to exercise the Option and to sell a portion of the Shares so
purchased to pay for the exercise price and whereby the NASD Dealer  irrevocably
commits upon receipt of such Shares to forward the  exercise  price  directly to
the Company;  (vi) provided that a public market for the Company's stock exists,
through a "margin"  commitment from Optionee and an NASD Dealer whereby Optionee
irrevocably  elects to exercise the Option and to pledge the Shares so purchased
to the NASD  Dealer in a margin  account  as  security  for a loan from the NASD
Dealer  in the  amount  of the  exercise  price,  and  whereby  the NASD  Dealer
irrevocably  commits upon  receipt of such Shares to forward the exercise  price
directly to the Company; or (vii) by any combination of the foregoing. Optionees
who are not  employees  or  directors  of the  Company  shall not be entitled to
purchase Shares with a promissory note unless the note is adequately  secured by
collateral other than the Shares.

               (c)  Withholding  Taxes.  Prior to  issuance  of the Shares  upon
exercise of an Option,  Optionee  shall pay or make  adequate  provision for any
federal or state withholding  obligations of the Company,  if applicable.  Where
approved  by the  Committee  in its sole  discretion,  Optionee  may provide for
payment of withholding  taxes upon exercise of the Option by requesting that the
Company  retain  Shares with a Fair Market Value equal to the minimum  amount of
taxes  required to be withheld.  In such case,  the Company  shall issue the net
number of Shares to Optionee by deducting  the Shares  retained  from the Shares
exercised.  The  Fair  Market  Value  of the  Shares  to be  withheld  shall  be
determined on the date that the amount of tax to be withheld is to be determined
in  accordance  with  Section  83 of the  Revenue  Code  (the "Tax  Date").  All
elections by Optionees to have Shares withheld for this purpose shall be made in
writing in a form acceptable to the Committee.

               (d) Limitations on Exercise. Notwithstanding the exercise periods
set forth in the Grant,  exercise  of an Option  shall  always be subject to the
following:

                    (i) If Optionee is Terminated for any reason except death or
permanent,   partial  or  total  disability,  as  determined  by  the  Committee
("Disability"), Optionee may exercise such Optionee's Options to the extent (and
only to the  extent)  that such  Options  would have been  exercisable  upon the
Termination  Date,  within three (3) months after the Termination  Date (or such
shorter time period as may be specified in the Grant), but in any event no later
than the expiration date of the Options.

                    (ii) If  Optionee  is  Terminated  because  of the  death of
Optionee or Disability of Optionee (or the Optionee dies within three (3) months
of such  Termination),  then  Optionee's  Options may be exercised to the extent
(and only to the  extent)  that such  Options  would  have been  exercisable  by
Optionee  on  the   Termination   Date,   by  Optionee  (or   Optionee's   legal
representative)  within twelve (12) months after the  Termination  Date (or such
shorter time period as may be specified in the Grant), but in any event no later
than the expiration date of the Options; provided, however, that in the event of
Termination due to Disability  other than as defined in Section  22(e)(3) of the
Revenue Code, any ISO, or portion thereof,  that remains exercisable after three
(3) months after the Termination Date shall be deemed an NQSO.

                    (iii)The   Committee  shall  have  discretion  to  determine
whether  Optionee  has  ceased to be  employed  by the  Company  or any  Parent,
Subsidiary  or  Affiliate  of the Company and the  effective  date on which such
employment terminated.

                    (iv)  In  the  case  of  an  Optionee  who  is  a  director,
independent  consultant,  contractor  or adviser,  the  Committee  will have the
discretion  to  determine  whether  Optionee is  "employed by the Company or any
Parent,  Subsidiary  or  Affiliate  of the  Company"  pursuant to the  foregoing
Sections.

                    (v) The Committee may specify a reasonable minimum number of
Shares that may be purchased on any  exercise of an Option,  provided  that such
minimum  number will not prevent  Optionee  from  exercising  the full number of
Shares as to which the Option is then exercisable.

                    (vi) An Option shall not be exercisable unless such exercise
is in compliance  with the Securities  Act of 1933, as amended (the  "Securities
Act"),  all applicable  state  securities laws and the requirements of any stock
exchange or national market system upon which the Shares may then be listed,  as
they are in  effect  on the date of  grant or on the date of  exercise  or other
issuance.  Notwithstanding  any other  provision in the Plan,  the Company shall
have no  obligation to issue or deliver  certificates  for Shares under the Plan
prior to (a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable, and/or (b) completion of any registration
or other  qualification  of such shares under any state or federal law or ruling
of any  governmental  body  that  the  Company  determines  to be  necessary  or
advisable.  The Company shall be under no obligation to register the Shares with
the SEC or to effect compliance with the registration,  qualification or listing
requirements  of any state  securities  laws,  stock exchange or national market
system,  and the Company shall have no liability for any inability or failure to
do so.

          7.  CERTIFICATES.  All  certificates  for  Shares or other  securities
delivered under the Plan shall be subject to such stock transfer orders, legends
and  other  restrictions  as the  Committee  may deem  necessary  or  advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules,  regulations  and other  requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed.

          8.  RESTRICTIONS  ON SHARES.  At the discretion of the Committee,  the
Company may  reserve to itself  and/or its  assignee(s)  in the Grant a right to
repurchase  a portion of or all Shares that are not  "vested" (as defined in the
Grant) held by an Optionee  following  such  Optionee's  Termination at any time
within ninety (90) days after the later of Optionee's  Termination  Date and the
date  Optionee  purchases  Shares under the Plan,  for cash or  cancellation  of
purchase money indebtedness, at the Optionee's original purchase price.

          9.  ESCROW;  PLEDGE OF  SHARES.  To  enforce  any  restrictions  on an
Optionee's  Shares,  the  Committee  may  require  the  Optionee  to deposit all
certificates   representing   Shares,   together  with  stock  powers  or  other
instruments  of transfer  approved by the Committee,  appropriately  endorsed in
blank,  with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend  or  legends   referencing   such   restrictions  to  be  placed  on  the
certificates.  Any Optionee  who is  permitted  to execute a promissory  note as
partial or full consideration for the purchase of Shares under the Plan shall be
required  to pledge and  deposit  with the  Company all or part of the Shares so
purchased as collateral  to secure the payment of  Optionee's  obligation to the
Company under the promissory  note;  provided,  however,  that the Committee may
require or accept other or additional  forms of collateral to secure the payment
of such  obligation  and,  in any event,  the Company  shall have full  recourse
against the Optionee under the promissory note notwithstanding any pledge of the
Optionee's  Shares or other  collateral.  In  connection  with any pledge of the
Shares,  Optionee  shall be required  to execute  and  deliver a written  pledge
agreement in such form as the  Committee  shall from time to time  approve.  The
Shares  purchased with the promissory  note may be released from the pledge on a
prorata basis as the promissory note is paid.

          10.  MODIFICATION,  EXTENSION  AND RENEWAL OF OPTIONS.  The  Committee
shall  have the power to  modify,  extend or renew  outstanding  Options  and to
authorize the grant of new Options in substitution  therefor,  provided that any
such action may not, without the written consent of Optionee,  impair any rights
under any Option  previously  granted.  Any  outstanding  ISO that is  modified,
extended,  renewed or  otherwise  altered  shall be treated in  accordance  with
Section 424(h) of the Revenue Code. The Committee shall have the power to reduce
the exercise price of outstanding  Options without the consent of Optionees by a
written notice to the Optionees affected;  provided,  however, that the exercise
price per Share may not be reduced below the minimum  exercise  price that would
be permitted under Section 5(c) of this Plan for Options granted on the date the
action is taken to reduce the exercise price.

          11.  PRIVILEGES OF STOCK OWNERSHIP.  No Optionee shall have any of the
rights of a  stockholder  with respect to any Shares  subject to an Option until
such Option is properly exercised.  After Shares are issued to the Optionee, the
Optionee  shall be a stockholder  and have all the rights of a stockholder  with
respect to such Shares,  including  the rights to vote and receive all dividends
made or paid with respect to such Shares; provided, that the Optionee shall have
no right to retain such stock dividends on stock  distributions  with respect to
Shares that are repurchased at the Optionee's  original  Purchase Price pursuant
to Section 8. No  adjustment  shall be made for  dividends or  distributions  or
other rights for which the record date is prior to such date of exercise, except
as provided in this Plan.  The Company  shall provide to each Optionee a copy of
the annual  financial  statements of the Company at such time after the close of
each fiscal year of the Company as such  statements  are released by the Company
to its common stockholders generally.

          12. NO  OBLIGATION  TO  EMPLOY.  Nothing  in this  Plan or any  Option
granted  under this Plan shall  confer on any  Optionee any right to continue in
the employ of, or other relationship with, the Company or any Parent, Subsidiary
or  Affiliate of the Company or limit in any way the right of the Company or any
Parent,   Subsidiary  or  Affiliate  of  the  Company  to  terminate  Optionee's
employment or other relationship at any time, with or without cause.

          13.  ADJUSTMENT  OF OPTION  SHARES.  In the event  that the  number of
outstanding  shares  of  common  stock  of the  Company  is  changed  by a stock
dividend,  stock split,  reverse stock split,  combination,  reclassification or
similar change in the capital structure of the Company without consideration, or
if a substantial  portion of the assets of the Company are distributed,  without
consideration in a spin-off or similar  transaction,  to the stockholders of the
Company, the number of Shares available under this Plan and the number of Shares
subject to outstanding  Options and the exercise price per Share of such Options
shall be proportionately  adjusted,  subject to any required action by the Board
of  Directors of the Company (the  "Board") or  stockholders  of the Company and
compliance with applicable securities laws; provided, however, that a fractional
share shall not be issued upon  exercise  of any Option and any  fractions  of a
Share that would have  resulted  shall either be cashed out at Fair Market Value
or the number of Shares  issuable  under the  Option  shall be rounded up to the
nearest whole number, as determined by the Committee;  and provided further that
the exercise price may not be decreased to below the par value for the Shares.

          14. ASSUMPTION OF OPTIONS BY SUCCESSORS.

               (a) In the  event of (i) a merger or  consolidation  in which the
Company is not the surviving  corporation  (other than a merger or consolidation
with a wholly owned subsidiary, a reincorporation, or other transaction in which
there is no substantial  change in the  stockholders  of the corporation and the
Options granted under this Plan are assumed by the successor corporation,  which
assumption shall be binding on all Optionees), (ii) a dissolution or liquidation
of the  Company,  (iii)  the  sale of  substantially  all of the  assets  of the
Company,  or  (iv)  any  other  transaction  which  qualifies  as  a  "corporate
transaction"  under Section 424(a) of the Revenue Code wherein the  stockholders
of the Company give up all of their equity  interest in the Company  (except for
the acquisition of all or  substantially  all of the  outstanding  shares of the
Company),  any or  all  outstanding  Options  may be  assumed  by the  successor
corporation,  which  assumption  shall  be  binding  on  all  Optionees.  In the
alternative,  the successor  corporation may substitute an equivalent  option or
provide  substantially  similar  consideration  to  Optionees as was provided to
stockholders  (after  taking into account the existing  provisions of Optionee's
options,  such as the exercise  price and the vesting  schedule).  The successor
corporation may also issue,  in place of outstanding  shares of the Company held
by  Optionee  as a result  of the  exercise  of an  Option  that is  subject  to
repurchase,  substantially  similar shares or other property  subject to similar
repurchase restrictions no less favorable to Optionee.

               (b) In the event such successor  corporation,  if any, refuses to
assume or  substitute  Options,  as provided  above,  pursuant to a  transaction
described  in  Subsections  14(a)(ii),  (iii)  or (iv)  above,  or  there  is no
successor  corporation,  and if the  Company  is  ceasing to exist as a separate
corporate entity, the Options shall,  notwithstanding  any contrary terms in the
Grant,  expire on a date at least twenty (20) days after the Board gives written
notice to Optionees specifying the terms and conditions of such termination.

               (c) In the event such successor  corporation refuses to assume or
substitute  Options, as provided above,  pursuant to a transaction  described in
Subsection 14(a)(i) above, such Options shall expire on (and, if the Company has
reserved to itself a right to repurchase Shares issued on exercise of Options at
the original purchase price of such Shares,  such right shall terminate on), the
consummation  of such  transaction  at such time and on such  conditions  as the
Board shall determine.

               (d) Subject the  foregoing  provisions of this Section 14, in the
event of the  occurrence  of any  transaction  described in Section  14(a),  any
outstanding  Option shall be treated as provided in the applicable  agreement or
plan of merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate  transaction,"  provided that under no  circumstances  shall unvested
options be accelerated.

          15.  ADOPTION  AND  STOCKHOLDER  APPROVAL.   This  Plan  shall  become
effective  on the date that it is  adopted  by the  Board.  This  Plan  shall be
approved  by  the  stockholders  of the  Company,  in any  manner  permitted  by
applicable  corporate  law,  within  twelve (12) months before or after the date
this Plan is adopted  by the Board.  Upon the  effective  date of the Plan,  the
Board may grant Options pursuant to this Plan;  provided that, in the event that
stockholder approval is not obtained within the time period provided herein, all
Options granted hereunder shall terminate.  No Option that is issued as a result
of any increase in the number of shares  authorized to be issued under this Plan
shall be  exercised  prior to the time such  increase  has been  approved by the
stockholders  of the  Company  and all such  Options  granted  pursuant  to such
increase shall similarly terminate if such stockholder approval is not obtained.

          16.  ADMINISTRATION.  This Plan may be  administered by the Board or a
committee  appointed  by the  Board  (the  "Committee").  As used in this  Plan,
references to the "Committee"  shall mean either the committee  appointed by the
Board to administer this Plan or the Board if no committee has been established.
If, at the time the Company registers under the Securities Exchange Act of 1934,
as  amended,  two or more  members  of the  Board  are  Outside  Directors,  the
Committee  shall be comprised of at least two members of the Board,  all of whom
are  Outside  Directors.  The  interpretation  by  the  Committee  of any of the
provisions of this Plan or any Option granted under this Plan shall be final and
binding upon the Company and all persons having an interest in any Option or any
Shares purchased  pursuant to an Option.  The Committee may delegate to officers
of the Company the  authority to grant  Options under this Plan to Optionees who
are not Insiders of the Company.

          17. TERM OF PLAN.  Options  may be granted  pursuant to this Plan from
time to time  within a period of ten (10) years from the date on which this Plan
is adopted by the Board.

          18.  AMENDMENT OR  TERMINATION  OF PLAN. The Committee may at any time
terminate  or amend this Plan in any  respect  including  (but not  limited  to)
amendment of any form of Grant,  Exercise Agreement or instrument to be executed
pursuant to this Plan; provided,  however, that the Committee shall not, without
the approval of the  stockholders of the Company,  amend this Plan in any manner
that  requires  such  stockholder  approval  pursuant to the Revenue Code or the
regulations promulgated thereunder as such provisions apply to ISO plans.

          19.  NONEXCLUSIVITY  OF THE PLAN.  Neither the adoption of the Plan by
the Board,  the  submission of the Plan to the  stockholders  of the Company for
approval,  nor any  provision  of the Plan shall be  construed  as creating  any
limitations  on the power of the  Board to adopt  such  additional  compensation
arrangements  as it may  deem  desirable,  including,  without  limitation,  the
granting of stock options and bonuses  otherwise  than under the Plan,  and such
arrangements may be either  generally  applicable or applicable only in specific
cases.

          20.  GOVERNING  LAW.  The  Plan  and  all  agreements,  documents  and
instruments entered into pursuant to the Plan shall be governed by and construed
in accordance with the internal laws of the State of California,  excluding that
body of law pertaining to conflict of laws.

          21. CERTAIN  DEFINITIONS.  As used in this Plan,  the following  terms
shall have the following meanings:

               (a) "Parent" means any corporation (other than the Company) in an
unbroken  chain of  corporations  ending with the Company if, at the time of the
granting of the Option,  each of such  corporations  other than the Company owns
stock  possessing 50% or more of the total combined  voting power of all classes
of stock in one of the other corporations in such chain.

               (b) "Subsidiary"  means any corporation  (other than the Company)
in an unbroken chain of corporations  beginning with the Company if, at the time
of  granting  of the  Option,  each of the  corporations  other  than  the  last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined  voting power of all classes of stock in one of the other  corporations
in such chain.

               (c)  "Affiliate"   means  any  corporation   that  directly,   or
indirectly through one or more intermediaries,  controls or is controlled by, or
is under common control with, another  corporation,  where "control"  (including
the terms "controlled by" and "under common control with") means the possession,
direct or indirect,  of the power to cause the direction of the  management  and
policies of the corporation, whether through the ownership of voting securities,
by contract or otherwise.

               (d) "Fair  Market  Value" shall mean the fair market value of the
Shares as  determined  by the  Committee  from time to time in good faith.  If a
public market exists for the Shares,  the Fair Market Value shall be the average
of the last reported bid and asked prices for common stock of the Company on the
last  trading day prior to the date of  determination  (or the  average  closing
price  over  the  number  of  consecutive  working  days  preceding  the date of
determination  as the  Committee  shall deem  appropriate)  or, in the event the
common  stock of the  Company  is listed on a stock  exchange  or on the  Nasdaq
National  Market,  the Fair  Market  Value  shall be the  closing  price on such
exchange  or  quotation  system  on the last  trading  day  prior to the date of
determination  (or the  average  closing  price over the  number of  consecutive
working days  preceding the date of  determination  as the Committee  shall deem
appropriate).

               (e) "Outside  Director"  shall mean any director who is not (i) a
current  employee of the Company or any Parent,  Subsidiary  or Affiliate of the
Company,  (ii) a former  employee of the Company or any  Parent,  Subsidiary  or
Affiliate of the Company who is receiving compensation for prior services (other
than benefits under a  tax-qualified  pension  plan),  (iii) a current or former
officer of the Company or any Parent,  Subsidiary or Affiliate of the Company or
(iv) currently  receiving  compensation  for personal  services in any capacity,
other  than as a  director,  from  the  Company  or any  Parent,  Subsidiary  or
Affiliate  of the  Company;  provided,  however,  that at such  time as the term
"Outside Director", as used in Section 162(m) of the Revenue Code, is defined in
regulations  promulgated under Section 162(m), "Outside Director" shall have the
meaning  set  forth in such  regulations,  as  amended  from time to time and as
interpreted by the Internal Revenue Service.

               (f) "Termination" or "Terminated" shall mean, for purposes of the
Plan with respect to an Optionee,  that the Optionee ceased to provide  services
as an employee, officer, director, consultant, independent contractor or adviser
to the Company or a Parent,  Subsidiary  or Affiliate of the Company,  except in
the case of sick leave,  military leave, or any other leave of absence  approved
by the  Committee,  provided,  that such  leave is for a period of not more than
ninety  (90)  days,  or  reinstatement  upon  the  expiration  of such  leave is
guaranteed by contract or statute.  The Committee shall have the sole discretion
to  determine  whether  an  Optionee  has  ceased to  provide  services  and the
effective  date  on  which  the  Optionee   ceased  to  provide   services  (the
"Termination Date").
PREMISYS COMMUNICATIONS, INC.

                          STOCK OPTION GRANT

Optionee:                      (First)    (Last)

Address:                       (Street)
                               (City)   (State)   (Zip)

Total Shares Subject to Option:_________________________(Shares)

Exercise Price per Share:      (Price)

Date of Grant:                 (Grant)

Vesting Commencement Date      (Date of hire)

Expiration Date:               (Expire)

Type of Option:                [   ]Incentive Stock Option
                               [   ]Nonqualified Stock Option

          1.  Grant  of  Option.  Premisys  Communications,   Inc.,  a  Delaware
corporation  (the  "Company"),   hereby  grants  to  the  optionee  named  above
("Optionee") an option (this "Option") to purchase the total number of shares of
common  stock of the  Company,  par value $0.01 per share,  set forth above (the
"Shares")  at the  exercise  price  per share set  forth  above  (the  "Exercise
Price"),  subject to all of the terms and  conditions of this Stock Option Grant
(this  "Grant") and the Company's 1994 Stock Option Plan, as amended to the date
hereof (the  "Plan").  If designated  as an Incentive  Stock Option above,  this
Option is intended to qualify as an "incentive  stock option" ("ISO") within the
meaning of Section 422 of the  Internal  Revenue  Code of 1986,  as amended (the
"Revenue Code"). Unless otherwise defined herein,  capitalized terms used herein
shall have the meanings ascribed to them in the Plan.

          2. Exercise  Period of Option.  Subject to the terms and conditions of
the Plan and this Grant, this Option shall become  exercisable as to portions of
the Shares as follows:  (a) This Option shall not be exercisable with respect to
any of the Shares until one year following the Vesting Commencement Date; (b) if
Optionee  has been  continuously  employed  by the  Company,  or any  Parent  or
Subsidiary,  at all  times  during  the time  period  beginning  on the  Vesting
Commencement  Date set  forth  above,  until  one  year  following  the  Vesting
Commencement  Date, then this Option shall become  exercisable as to twenty-five
percent  (25%) of the  Shares;  and (c)  thereafter  this  Option  shall  become
exercisable  as to an  additional  2.083  percent of the Shares each  succeeding
month up to 100% of the Shares so long as Optionee remains continuously employed
by the  Company,  or any  Parent or  Subsidiary,  at all  times;  provided  that
Optionee shall in no event be entitled under this Option to purchase a number of
shares of the Company's  common stock greater than the "Total Shares  Subject to
Option" indicated above.  Notwithstanding  anything herein to the contrary, this
Option  shall  expire  on the  Expiration  Date  set  forth  above  and  must be
exercised,  if at all, on or before the Expiration  Date;  and provided  further
that this Option must  become  exercisable  as to at least 20% of the Shares for
each full year since the Date of Grant.

          3.  Restriction on Exercise.  This Option may not be exercised  unless
such exercise is in compliance with the Securities Act and all applicable  state
securities  laws  as  they  are in  effect  on the  date  of  exercise,  and the
requirements  of any  stock  exchange  or  national  market  system on which the
Company's  common  stock  may  be  listed  at the  time  of  exercise.  Optionee
understands that the Company is under no obligation to register, qualify or list
the Shares with the SEC, any state  securities  commission or any stock exchange
to effect such compliance.

          4.  Termination  of Option.  Except as provided below in this Section,
this Option shall  terminate  and may not be exercised if Optionee  ceases to be
employed by the Company or any Parent or  Subsidiary  of the Company (or, in the
case of a  nonqualified  stock option,  an Affiliate of the  Company).  Optionee
shall be  considered  to be employed by the Company for all purposes  under this
Section 4 if  Optionee  is an officer,  director  or  full-time  employee of the
Company  or  any  Parent,  Subsidiary  or  Affiliate  of the  Company  or if the
Committee  determines  that  Optionee  is  rendering  substantial  services as a
part-time employee, consultant, independent contractor or adviser to the Company
or any Parent,  Subsidiary or Affiliate of the Company. The Committee shall have
discretion  to  determine  whether  Optionee  has ceased to be  employed  by the
Company or any Parent,  Subsidiary or Affiliate of the Company and the effective
date on which such employment terminated (the "Termination Date").

               (a) Termination  Generally.  If Optionee ceases to be employed by
the Company or any Parent, Subsidiary or Affiliate of the Company for any reason
except death or Disability,  this Option, to the extent (and only to the extent)
that it would have been exercisable by Optionee on the Termination  Date, may be
exercised by Optionee within three (3) months after the Termination Date, but in
no event later than the Expiration Date.

               (b) Death or Disability. If Optionee ceases to be employed by the
Company or any Parent,  Subsidiary  or Affiliate  of the Company  because of the
death of Optionee or the Disability of Optionee, this Option, to the extent (and
only to the  extent)  that it would have been  exercisable  by  Optionee  on the
Termination   Date,   may  be  exercised  by  Optionee  (or   Optionee's   legal
representative)  within twelve (12) months after the Termination Date, but in no
event later than the Expiration Date; provided,  however, that if the Optionee's
Termination  is due to Disability  other than as defined in Section  22(e)(3) of
the Revenue Code, any ISO, or portion thereof,  that remains  exercisable  after
three (3) months after the Optionee's Termination Date shall be deemed an NQSO.

              (c) No  Right  to  Employment.  Nothing  in the Plan or this
Grant shall  confer on Optionee any right to continue in the employ of, or other
relationship with, the Company or any Parent,  Subsidiary  or Affiliate of the
Company or limit in any way the right of the  Company or any  Parent, Subsidiary
or  Affiliate  of the Company to terminate  Optionee's  employment or other
relationship at any time, with or without cause.

          5. Manner of Exercise.

               (a)  Exercise  Agreement.  This Option  shall be  exercisable  by
delivery to the Company of an executed  written Stock Option Exercise  Agreement
in the form  attached  hereto  as  Exhibit  A, or in such  other  form as may be
approved by the Company,  which shall set forth Optionee's  election to exercise
some  or all  of  this  Option,  the  number  of  Shares  being  purchased,  any
restrictions imposed on the Shares and such other representations and agreements
as may be required by the Company to comply with applicable  securities laws. If
someone other than Optionee exercises this Option,  then such person must submit
documentation  reasonably  acceptable  to the  Company  that such person has the
right to exercise the Option.

               (b)  Exercise  Price.  Such notice shall be  accompanied  by full
payment of the Exercise  Price for the Shares being  purchased.  Payment for the
Shares  may be made in cash  (by  check)  or,  where  permitted  by law:  (i) by
cancellation of  indebtedness  of the Company to Optionee;  (ii) by surrender of
shares of common  stock of the Company  having a Fair Market  Value equal to the
exercise  price of the Option that have been owned by Optionee for more than six
(6) months (and which have been paid for within the meaning of SEC Rule 144 and,
if such Shares were purchased from the Company by use of a promissory note, such
note has been  fully paid with  respect to such  shares),  or were  obtained  by
Optionee  in the open  public  market;  (iii) by waiver of  compensation  due or
accrued to Optionee for services  rendered;  (iv)  provided that a public market
for the  Company's  stock  exists,  through a "same day  sale"  commitment  from
Optionee and a  broker-dealer  that is a member of the National  Association  of
Securities  Dealers (an "NASD Dealer")  whereby Optionee  irrevocably  elects to
exercise  the Option and to sell a portion of the Shares so purchased to pay for
the Exercise Price and whereby the NASD Dealer irrevocably  commits upon receipt
of such Shares to forward  the  Exercise  Price  directly  to the  Company;  (v)
provided that a public market for the Company's stock exists, through a "margin"
commitment from Optionee and an NASD Dealer whereby Optionee  irrevocably elects
to exercise  the Option and to pledge the Shares so purchased to the NASD Dealer
in a margin account as security for a loan from the NASD Dealer in the amount of
the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt
of such Shares to forward the Exercise  Price  directly to the Company;  (vi) by
tender of a full recourse  promissory  note having such terms as may be approved
by the Committee and bearing  interest at a rate sufficient to avoid  imputation
of income under  Sections 483 and 1274 of the Revenue  Code;  provided  that the
portion of the Exercise  Price equal to the par value of the Shares must be paid
in cash (by check); or (vii) by any combination of the foregoing.  Optionees who
are not  employees or directors of the Company shall not be entitled to purchase
Shares  with a  promissory  note  unless  the  note  is  adequately  secured  by
collateral other than the Shares.

               (c) Withholding  Taxes.  Prior to the issuance of the Shares upon
exercise of this Option,  Optionee must pay or make  adequate  provision for any
applicable federal or state withholding obligations of the Company. Optionee may
(subject to the Company's  approval)  provide for payment of Optionee's  minimum
statutory  withholding  taxes upon exercise of the Option by requesting that the
Company  retain  Shares with a Fair Market Value equal to the minimum  amount of
taxes  required to be  withheld,  all as set forth in Section  6(c) of the Plan.
Insuch  case,  the  Company  shall issue the net number of Shares to Optionee by
deducting the Shares retained from the Shares exercised.

               (d) Issuance of Shares. Provided that such notice and payment are
in form and substance satisfactory to counsel for the Company, the Company shall
cause  the  Shares  to be  issued  in the  name of  Optionee,  Optionee's  legal
representative or Optionee's assignee.

          6. Notice of  Disqualifying  Disposition of ISO Shares.  If the Option
granted  to  Optionee  herein  is an ISO,  and if  Optionee  sells or  otherwise
disposes of any of the Shares  acquired  pursuant to the ISO within (1) the date
two years  after the Date of Grant,  or (2) the date one year after  exercise of
the ISO,  Optionee  shall  immediately  notify  the  Company  in writing of such
disposition.  Optionee  acknowledges  and agrees that Optionee may be subject to
income tax withholding by the Company on the compensation  income  recognized by
Optionee from any such early  disposition  by payment in cash (or in Shares,  to
the extent  permissible under Section 5(c)) or out of the current wages or other
earnings payable to Optionee.

          7.  Nontransferability  of  Option.  If this  Option is an ISO,  or if
Optionee is an Insider  subject to Section  16(b) of the Exchange Act, then this
Option may not be  transferred in any manner other than by will or by the law of
descent and  distribution  and may be exercised  during the lifetime of Optionee
only by Optionee.  Otherwise,  this Option may only be transferred to Optionee's
immediate family, to a trust for the benefit of Optionee or Optionee's immediate
family,  or to a charitable entity qualified under Section 501(c) of the Revenue
Code,  where  "immediate  family"  shall  mean  spouse,   lineal  descendant  or
antecedent,  brother or sister.  The terms of this Option  shall be binding upon
the executors, administrators, successors and assigns of Optionee.

          8. Tax Consequences. Set forth below is a brief summary as of the date
this  form of Grant  was  adopted  of some of the  federal  and  California  tax
consequences  of  exercise of this Option and  disposition  of the Shares.  THIS
SUMMARY IS NECESSARILY INCOMPLETE,  AND THE TAX LAWS AND REGULATIONS ARE SUBJECT
TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE  EXERCISING THIS OPTION
OR DISPOSING OF THE SHARES.

               (a) Exercise of ISO. If this Option  qualifies  as an ISO,  there
will be no  regular  federal  income  tax  liability  or  California  income tax
liability upon the exercise of the Option,  although the excess,  if any, of the
Fair Market Value of the Shares on the date of exercise over the Exercise  Price
will be treated as an  adjustment  to  alternative  minimum  taxable  income for
federal income tax purposes and may subject  Optionee to an alternative  minimum
tax liability in the year of exercise.

               (b) Exercise of  Nonqualified  Stock Option.  If this Option does
not qualify as an ISO, there may be a regular federal income tax liability and a
California  income tax liability upon the exercise of the Option.  Optionee will
be treated as having  received  compensation  income (taxable at ordinary income
tax rates)  equal to the excess,  if any, of the Fair Market Value of the Shares
on the date of exercise over the Exercise Price. The Company will be required to
withhold from  Optionee's  compensation  or collect from Optionee and pay to the
applicable  taxing   authorities  an  amount  equal  to  a  percentage  of  this
compensation income at the time of exercise.

               (c) Disposition of Shares.  In the case of an NQSO, if Shares are
held for more than one year before  disposition,  any gain on disposition of the
Shares will be treated as  long-term  capital  gain for  federal and  California
income tax purposes. In the case of an ISO, if Shares are held for more than one
year after the date of exercise and more than two years after the Date of Grant,
any gain on disposition on the Shares will be treated as long-term  capital gain
for federal and California  income tax purposes.  If Shares acquired pursuant to
an  ISO  are   disposed  of  within  such  one  year  or  two  year  periods  (a
"disqualifying  disposition"),  gain on such  disqualifying  disposition will be
treated as compensation  income (taxable at ordinary income rates) to the extent
of the excess,  if any,  of the Fair  Market  Value of the Shares on the date of
exercise over the Exercise  Price (the  "Spread"),  or, if less,  the difference
between the amount  realized on the sale of such Shares and the Exercise  Price.
Any gain in excess of the Spread shall be treated as capital gain.

          9.  Interpretation.  Any dispute regarding the  interpretation of this
Grant shall be  submitted by Optionee or the Company to the  Company's  Board of
Directors or the Committee thereof that administers the Plan, which shall review
such dispute at its next regular  meeting.  The  resolution of such a dispute by
the  Board or  Committee  shall be  final  and  binding  on the  Company  and on
Optionee.

          10. Entire Agreement. The Plan and the Stock Option Exercise Agreement
attached as Exhibit A are incorporated herein by this reference. This Grant, the
Plan and the Stock Option Exercise Agreement  constitute the entire agreement of
the parties  hereto and supersede all prior  undertakings  and  agreements  with
respect to the subject matter hereof.

          11. Privileges of Stock Ownership.  Optionee shall not have any of the
rights of a stockholder with respect to any Shares until Optionee  exercises the
Option and pays the Exercise Price.

          12.  Notices.  Any notice  required  to be given or  delivered  to the
Company  under the terms of this Grant shall be in writing and  addressed to the
Corporate  Secretary  of the Company at its  principal  corporate  offices.  Any
notice  required to be given or  delivered  to Optionee  shall be in writing and
addressed to Optionee at the address indicated above or to such other address as
such  party may  designate  in  writing  from time to time to the  Company.  All
notices shall be deemed to have been given or delivered upon: personal delivery;
three  (3)  days  after  deposit  in the  United  States  mail by  certified  or
registered mail (return receipt  requested);  one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by rapifax or telecopier.

          13.  Successors and Assigns.  The Company may assign any of its rights
under this Grant.  This Grant shall be binding  upon and inure to the benefit of
the successors and assigns of the Company.

          14.  Governing  Law.  This Grant shall be governed by and construed in
accordance with the laws of the State of California,  excluding that body of law
pertaining to conflict of laws.

                          PREMISYS COMMUNICATIONS, INC.

                          By:  _________________________________
                                 Raymond Lin, President
ACCEPTANCE

Optionee  hereby  acknowledges  receipt of a copy of the Plan,  represents  that
Optionee has read and understands the terms and provisions thereof,  and accepts
this Option  subject to all the terms and  conditions of the Plan and this Stock
Option Grant.  Optionee  acknowledges that there may be adverse tax consequences
upon  exercise of this  Option or  disposition  of the Shares and that  Optionee
should consult a tax adviser prior to such exercise or disposition.

________________                    ____________________________
Date                                (First) (Last)

                                    ----------------------------
                                    Print Name
PREMISYS COMMUNICATIONS, INC.
                       STOCK OPTION EXERCISE FORM

Complete,  sign and return this form along with  payment to the  Premisys  Stock
Administrator.  If you have questions regarding the number of vested shares, how
to  complete  the  form  or  any  other  part  of  the  exercise   process  call
510/353-4586.

NAME: __________               ADDRESS: __________
SOCIAL SECURITY # ____________
============================================================================

I, the undersigned, hereby irrevocably elect to exercise my options to
purchase shares of common stock of Premisys Communications, Inc. under and
pursuant to the options granted to me under the Premisys' Communications
Stock Option Plan, as follows:

 Grant     Grant   Grant     Total     # Shares    # Shares    Option   Total
  Type      No.     Date    Granted   Exercisable  Exercised   Price      due
                                                                        Premisys
--------- -------- -------  --------  -----------  ----------  -------  --------

--------- -------- -------  --------  -----------  ----------  -------  --------

--------- -------- -------  --------  -----------  ----------  -------  --------

--------- -------- -------  --------  -----------  ----------  -------  --------

--------- -------- -------  --------  -----------  ----------  -------  --------
  ============================================================================

If you  have a  Non-Qualified  (NQ)  option,  Premisys  is  obligated  by law to
withhold  federal and state income taxes and payroll  taxes from the gain on the
exercise whether or not the shares are sold. Additional federal and state income
tax may be withheld at your
request.  The tax rates for 1998 are:

      Federal Income Tax       28% of the gain
      State Income Tax         6% of the gain for CA or as required by
                               the state of residence
      Social Security          6.2% of the first $65,400 in earnings
      MHI (Medicare)           1.45% of all earnings
      SDI ______               0.5% of the first $31,767 in earnings
(California Residents only)

If you have an  Incentive  Stock  Option  (ISO) you may have  Federal  and State
income tax withheld upon request.

I request additional withholding: Federal Income Tax ________ (% or total amount
                                                                 to be withheld)
                                  State Income Tax ________   (% or total amount
                                                                 to be withheld)
  ============================================================================

PLEASE DELIVER MY SHARES TO:                   PAYMENT METHOD:

(     ) Broker Acct. Name                      (     ) Check payable to Premisys
                                                       Communications
(     )  Home Address as shown above           (     ) Same-Day Sale
(     )  Other__                               (     ) Other (See other side or
                                                       Administrator)

If I have an Incentive Stock Option (ISO) grant, I am aware that
exercising options results in tax preference income and that I may be
subject to Alternative Minimum Tax and that adverse tax consequences
may result from this exercise.  I assume responsibility for seeking
tax advice and am not relying on the company for tax advice.
______________________________________    __________________ 
Optionee Signature                        Date

______________________________________    __________________ 
Premisys Stock Administrator Signature    Date
Definitions and Entire Agreement Unless  otherwise  defined herein,  capitalized
terms used herein shall have the meaning  ascribed to them in the company's 1992
Stock Option Plan and 1994 Stock Option Plan,  as applicable  (each,  a "Plan").
The applicable Plan and Stock Option Grant are incorporated herein by reference.
This Stock Option exercise  Agreement,  the applicable plan and the Stock Option
Grant  constitute  the entire  agreement  of the parties and  supersede in their
entirety all prior  undertakings  and agreement of the Company and Optionee with
respect to the subject matter  hereof,  and is governed by California law except
for that body of law pertaining to conflict of laws.

Market Standoff Agreement Optionee agrees in connection with any registration of
the  Company's  securities  that,  upon  the  request  of  the  company  or  the
underwriters managing any public offering of the company's securities,  Optionee
will not sell or other  wise  dispose of any Shares  without  the prior  written
consent of the Company or such underwriters, as the case may be, for such period
of time from the  effective  date of such  registration  as the  Company  or the
underwriters may specify for employee shareholders generally.

Other  Payment  Methods  The  Company  policy is to accept  payment  for  option
exercises by check or  same-day-sale.  However,  in certain  instances  with the
approval of the Company,  other payment  methods,  as allowed by the Plan, maybe
accepted by the Company.
These are:
      By delivery of  fully-paid,  nonasessable  and vested shares of the common
      stock of the  Company  owned by the  Optionee  for at least six (6) months
      prior to the date  hereof (and which have been paid for within the meaning
      of the SEC Rule 144),  or obtained by Optionee in the open public  market,
      and owned free and clear of all liens,  claims,  encumbrances  or security
      interests,  valued at the current Fair Market Value.
      By  cancellation  of indebtedness of the Company to Optionee
      By waiver of compensation  due or accrued to Options for services rendered
      to the Company.
Exhibit 5.01

                    Opinion of Fenwick & West LLP
EXHIBIT 5.01

                          January 14, 1999

Premisys Communications, Inc.
48664 Milmont Drive
Fremont, CA 94538

Gentlemen/Ladies:

      At your request,  we have examined the Registration  Statement on Form S-8
(the  "Registration  Statement")  to be filed by you  with  the  Securities  and
Exchange  Commission  (the  "Commission")  on or  about  January 15,  1999  in
connection with the  registration  under the Securities Act of 1933, as amended,
of an aggregate of 1,260,000 shares of your Common Stock (the "Stock"),  subject
to issuance by you upon the exercise of stock  options  granted or to be granted
by you under your 1994 Stock  Option  Plan,  as amended  (the "1994  Plan").  In
rendering this opinion, we have examined the following:

      (1)  your  registration  statement on Form 8-A (File Number 0-25684) filed
           with the  Commission  on March 14, 1995,  together  with the order of
           effectiveness issued by the Commission therefor on April 5, 1995;

      (2)  Your  Registration  Statement on Form 8-A (File Number 0-25684) filed
           with the  Commission on September 22, 1998[,  together with the order
           of  effectiveness  issued by the  Commission  therefor on  _________,
           1998;]

      (3)  the  Registration  Statement,  together with the Exhibits  filed as a
           part thereof  including  the 1994 Plan and related stock option grant
           and exercise agreement;

      (4)  the   Prospectus    prepared   in   connection   with   the
           Registration Statement;

      (5)  the  minutes  of  meetings  and  actions  by  written  consent of the
           stockholders and Board of Directors that are contained in your minute
           books   and  the   minute   books  of  your   predecessor,   Premisys
           Communications  Holdings,  Inc., a California  corporation ("Premisys
           California"), that are in our possession;

      (6)  the stock  records  that you have  provided  to us  (consisting  of a
           certificate from your transfer agent of even date herewith  verifying
           the number of your issued and outstanding  shares of capital stock as
           of  the  date  hereof  and a  list  of  option  and  warrant  holders
           respecting  your capital and of any rights to purchase  capital stock
           that was prepared by you and dated  January 13, 1999  verifying the
           number of such issued and outstanding securities); and

      (7)  a  Management  Certificate  addressed  to us and  dated of even  date
           herewith executed by the Company containing certain factual and other
           representations.

      We have also confirmed the continued  effectiveness of your  registrations
under the Securities  Exchange Act of 1934, as amended, by telephone call to the
offices of the Commission.

      In our  examination  of documents  for purposes of this  opinion,  we have
assumed,  and express no opinion as to, the  genuineness  of all  signatures  on
original  documents,  the  authenticity  of  all  documents  submitted  to us as
originals,  the  conformity  to  originals of all  documents  submitted to us as
copies,  the legal capacity of all natural persons  executing the same, the lack
of any  undisclosed  terminations,  modifications,  waivers or amendments to any
documents  reviewed by us and the due  execution  and delivery of all  documents
where due execution and delivery are prerequisites to the effectiveness thereof.

      As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents  referred to above and have assumed the current
accuracy and completeness of the information  obtained from public officials and
records  referred to above. We have made no independent  investigation  or other
attempt to verify the accuracy of any of such  information  or to determine  the
existence or  non-existence of any other factual  matters;  however,  we are not
aware of any facts that would  cause us to believe  that the  opinion  expressed
herein is not accurate.

      We are admitted to practice law in the State of California, and we express
no opinion  herein with respect to the  application or effect of the laws of any
jurisdiction  other than the existing  laws of the United  States of America and
the State of California and (without reference to case law or secondary sources)
the existing Delaware General Corporation Law.

Based upon the foregoing,  it is our opinion that the 1,260,000  shares of Stock
that may be issued and sold by you upon the exercise of stock options granted or
to be granted under the 1994 Plan,  when issued and sold in accordance  with the
1994 Plan and stock option or purchase agreements to be entered into thereunder,
and in the manner  referred to in the relevant  Prospectus  associated  with the
Registration Statement, will be validly issued, fully paid and nonassessable.

      We  consent to the use of this  opinion as an exhibit to the  Registration
Statement  and  further  consent  to  all  references  to  us,  if  any,  in the
Registration  Statement,  the  Prospectus  constituting  a part  thereof and any
amendments thereto.

      This  opinion  speaks only as of its date and we assume no  obligation  to
update this opinion  should  circumstances  change  after the date hereof.  This
opinion  is  intended  solely  for your use as an  exhibit  to the  Registration
Statement for the purpose of the above sale of the Stock and is not to be relied
upon for any other purpose.

                                Very truly yours,

                               FENWICK & WEST LLP

                               By:  _/s/ Eileen Duffy Robinett ____
                                   Eileen Duffy Robinett, a Partner
Exhibit 23.02

                Consent of PricewaterhouseCoopers LLP
Exhibit 23.02

                  CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form S-8 of our  report  dated July 23,  1998,  except for Note 10
which  is  as  of  September  24,  1998,   appearing  on  page  30  of  Premisys
Communications,  Inc.'s  Annual  Report on Form 10-K for the year ended June 26,
1998.

/s/ PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP
San Jose, California
January 12, 1999