As filed with the Securities and Exchange Commission on April 13, 1998
                                                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)

                                Riley R. Willcox
                             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:

                           Eileen Duffy Robinett, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306
                                 (415) 494-0600
<TABLE>
                                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
============================================ =============== ======================= ========================= ==================
                                                 Amount         Proposed Maximum         Proposed Maximum          Amount of
                                                 to be         Offering Price Per       Aggregate Offering       Registration
   Title of Securities to be Registered        Registered            Share                    Price                   Fee
-------------------------------------------- --------------- ----------------------- ------------------------- ------------------

<S>                                           <C>                 <C>                    <C>                       <C>
Common Stock, $0.01 par value                 1,200,000 (1)       $26.9375 (2)           $32,325,000 (2)           $9,535.88
-------------------------------------------- --------------- ----------------------- ------------------------- ------------------

============================================ =============== ======================= ========================= ==================
<FN>

  (1)  Additional  shares  registered  pursuant  to this  Registration  Statement  as of April 13, 1998 under the 1994 Stock
       Option Plan.

  (2)  Estimated as of April 7, 1998 pursuant to Rule 457(c) solely for the purpose of calculating the registration fee.
</FN>
</TABLE>

<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, as amended
                         by its Form  10-K/A,  Amendment  No. 1, for the  fiscal
                         year ended  June 27,  1997  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 27, 1997.

                (b)      The Registrant's  Quarterly Report on Form 10-Q for the
                         quarter  ended  September  26,  1997 filed  pursuant to
                         Section 13(a) of the Exchange Act.

                (c)      The Registrant's  Quarterly Report on Form 10-Q for the
                         quarter  ended  December  26,  1997 filed  pursuant  to
                         Section 13 (a) of the Exchange Act.

                (d)      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.

                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
approximately 4,500 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

                                       2
<PAGE>

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

                                       3
<PAGE>
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
                         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 for the  Quarter  ended
                         December 29, 1995 (the "December 1995 Form 10-Q")).

               4.03      Registrant's Bylaws, as amended (incorporated herein by
                         reference   to   Exhibit   3.04  of  the   Registrant's
                         Registration  Statement  on  Form  S-1  (No.  33-89598)
                         originally   filed  on   February   21,   1995  and  as
                         subsequently amended (the "Form S-1")).

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

               4.05      Form of specimen  certificate for  Registrant's  Common
                         Stock (incorporated herein by reference to Exhibit 4.01
                         of the Form S-1).

               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 by
                         reference to Exhibit 4.02 of the Form S-1).

                                       4
<PAGE>

               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).

               5.01      Opinion of Fenwick & West LLP.

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

              23.02      Consent   of   Price   Waterhouse   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)

                                       5
<PAGE>

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.]




                                       6

<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 13th day of
April, 1998.


                         PREMISYS COMMUNICATIONS, INC.




                         By:  /s/ Riley R. Willcox
                              --------------------------------------------------
                              Riley R. Willcox
                              Senior Vice President, Finance and Administration,
                              Chief Financial Officer and Secretary

                                       7
<PAGE>

                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below constitutes and appoints Raymond C. Lin and Riley R. Willcox,  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.

<TABLE>
         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.
<CAPTION>

       Signature                                          Title                                 Date
------------------------                               -----------                           ----------
<S>                                         <C>                                           <C>
Principal Executive Officer:


/s/ Raymond C. Lin                          Chief Executive Officer                       April 13 , 1998
------------------------------------        and a Director
Raymond C. Lin                              



Principal Financial Officer:


/s/ Riley R Willcox                         Senior Vice President, Finance and            April 13 , 1998
------------------------------------        Administration, Chief Financial
Riley R. Willcox                            Officer and Secretary
                                            


Principal Accounting Officer:


/s/ Robert W. Dilfer                        Vice President and Controller                 April 13 , 1998
------------------------------------
Robert W. Dilfer



                                            8

<PAGE>


Additional Directors:


/s/ Boris J. Auerbuch                       Director                                      April 13 , 1998
------------------------------------
Boris J. Auerbuch


/s/ Lip-Bu Tan                              Director                                      April 13 , 1998
------------------------------------
Lip-Bu Tan


/s/ Gary J. Morgenthaler                    Director                                      April 13 , 1998
------------------------------------
Gary J. Morgenthaler


/s/ Marino R. Polestra                      Director                                      April 13 , 1998
------------------------------------
Marino R. Polestra


/s/ Edward A, Keible                        Director                                      April 13 , 1998
------------------------------------
Edward A. Keible


/s/ Robert C. Hawk                          Director                                      April 13 , 1998
------------------------------------
Robert C. Hawk
</TABLE>

                                            9

<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 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 for the
              Quarter ended December 29, 1995 (the "December 1995 Form 10-Q").

 4.03         Registrant's Bylaws, as amended  (incorporated herein by reference
              to Exhibit 3.04 of the Registrant's Registration Statement on Form
              S-1 (No.  33-89598)  originally  filed on February 21, 1995 and as
              subsequently amended (the "Form S-1")).

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

 4.05         Form  of  specimen   certificate  for  Registrant's  Common  Stock
              (incorporated  herein by  reference  to  Exhibit  4.01 of the Form
              S-1).

 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 by reference to Exhibits 4.02 of the Form
              S-1).

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

 5.01         Opinion of Fenwick & West LLP.

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

23.02         Consent of Price Waterhouse LLP, Independent Accountants.

24.01         Power of Attorney (see page 8).

                                       10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27172}]
{"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": "333-49991", "film-number": "98592369"}, "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 April 13, 1998
                                                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)

                                Riley R. Willcox
                             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:

                           Eileen Duffy Robinett, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306
                                 (415) 494-0600

                                                   CALCULATION OF REGISTRATION FEE
============================================ =============== ======================= ========================= ==================
                                                 Amount         Proposed Maximum         Proposed Maximum          Amount of
                                                 to be         Offering Price Per       Aggregate Offering       Registration
   Title of Securities to be Registered        Registered            Share                    Price                   Fee
-------------------------------------------- --------------- ----------------------- ------------------------- ------------------
Common Stock, $0.01 par value                 1,200,000 (1)       $26.9375 (2)           $32,325,000 (2)           $9,535.88
-------------------------------------------- --------------- ----------------------- ------------------------- ------------------

============================================ =============== ======================= ========================= ==================
(1)  Additional  shares  registered  pursuant  to this  Registration  Statement  as of April 13, 1998 under the 1994 Stock
       Option Plan.

  (2)  Estimated as of April 7, 1998 pursuant to Rule 457(c) 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, as amended
                         by its Form  10-K/A,  Amendment  No. 1, for the  fiscal
                         year ended  June 27,  1997  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 27, 1997.

                (b)      The Registrant's  Quarterly Report on Form 10-Q for the
                         quarter  ended  September  26,  1997 filed  pursuant to
                         Section 13(a) of the Exchange Act.

                (c)      The Registrant's  Quarterly Report on Form 10-Q for the
                         quarter  ended  December  26,  1997 filed  pursuant  to
                         Section 13 (a) of the Exchange Act.

                (d)      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.

                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
approximately 4,500 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

                                       2
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

                                       3
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
                         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 for the  Quarter  ended
                         December 29, 1995 (the "December 1995 Form 10-Q")).

               4.03      Registrant's Bylaws, as amended (incorporated herein by
                         reference   to   Exhibit   3.04  of  the   Registrant's
                         Registration  Statement  on  Form  S-1  (No.  33-89598)
                         originally   filed  on   February   21,   1995  and  as
                         subsequently amended (the "Form S-1")).

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

               4.05      Form of specimen  certificate for  Registrant's  Common
                         Stock (incorporated herein by reference to Exhibit 4.01
                         of the Form S-1).

               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 by
                         reference to Exhibit 4.02 of the Form S-1).

                                       4
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).

               5.01      Opinion of Fenwick & West LLP.

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

              23.02      Consent   of   Price   Waterhouse   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)

                                       5
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.]

                                       6
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 13th day of
April, 1998.

                         PREMISYS COMMUNICATIONS, INC.

                         By:  /s/ Riley R. Willcox
                              --------------------------------------------------
                              Riley R. Willcox
                              Senior Vice President, Finance and Administration,
                              Chief Financial Officer and Secretary

                                       7
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below constitutes and appoints Raymond C. Lin and Riley R. Willcox,  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/ Raymond C. Lin                          Chief Executive Officer                       April 13 , 1998
------------------------------------        and a Director
Raymond C. Lin                              

Principal Financial Officer:

/s/ Riley R Willcox                         Senior Vice President, Finance and            April 13 , 1998
------------------------------------        Administration, Chief Financial
Riley R. Willcox                            Officer and Secretary
                                            

Principal Accounting Officer:

/s/ Robert W. Dilfer                        Vice President and Controller                 April 13 , 1998
------------------------------------
Robert W. Dilfer

                                            8
Additional Directors:

/s/ Boris J. Auerbuch                       Director                                      April 13 , 1998
------------------------------------
Boris J. Auerbuch

/s/ Lip-Bu Tan                              Director                                      April 13 , 1998
------------------------------------
Lip-Bu Tan

/s/ Gary J. Morgenthaler                    Director                                      April 13 , 1998
------------------------------------
Gary J. Morgenthaler

/s/ Marino R. Polestra                      Director                                      April 13 , 1998
------------------------------------
Marino R. Polestra

/s/ Edward A, Keible                        Director                                      April 13 , 1998
------------------------------------
Edward A. Keible

/s/ Robert C. Hawk                          Director                                      April 13 , 1998
------------------------------------
Robert C. Hawk
9
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 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 for the
              Quarter ended December 29, 1995 (the "December 1995 Form 10-Q").

 4.03         Registrant's Bylaws, as amended  (incorporated herein by reference
              to Exhibit 3.04 of the Registrant's Registration Statement on Form
              S-1 (No.  33-89598)  originally  filed on February 21, 1995 and as
              subsequently amended (the "Form S-1")).

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

 4.05         Form  of  specimen   certificate  for  Registrant's  Common  Stock
              (incorporated  herein by  reference  to  Exhibit  4.01 of the Form
              S-1).

 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 by reference to Exhibits 4.02 of the Form
              S-1).

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

 5.01         Opinion of Fenwick & West LLP.

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

23.02         Consent of Price Waterhouse LLP, Independent Accountants.

24.01         Power of Attorney (see page 8).

                                       10