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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

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

         [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                       OR

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  FOR THE TRANSITION PERIOD FROM __________ TO __________

                         COMMISSION FILE NUMBER: 0-28734
                       ADVANCED FIBRE COMMUNICATIONS, INC.

            A DELAWARE                                 I.R.S. EMPLOYER
            CORPORATION                               IDENTIFICATION NO.
                                                         68-0277743

                          1465 NORTH MCDOWELL BOULEVARD
                           PETALUMA, CALIFORNIA 94954
                            TELEPHONE: (707) 794-7700

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                          COMMON STOCK, $0.01 PAR VALUE

         Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         As of March 13, 2000, 78,999,803 shares of Advanced Fibre
Communications, Inc. common stock were outstanding, and the aggregate market
price of shares held by non-affiliates was approximately $5,414,727,109. (Solely
for the purpose of calculating the preceding amount, all directors and officers
of the registrant are deemed to be affiliates.)

                       DOCUMENTS INCORPORATED BY REFERENCE
         None.

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                       ADVANCED FIBRE COMMUNICATIONS, INC.

                           ANNUAL REPORT ON FORM 10-K
                      FOR THE YEAR ENDED DECEMBER 31, 1999

                                TABLE OF CONTENTS
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                                                                            PAGE
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                                    PART IV.
<S>                                                                         <C>
Item 14.  Exhibits, Financial Statement Schedules and Reports on
          Form 8-K........................................................    3

          Signatures......................................................    3
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This amendment to the Annual Report on Form 10-K for the year ended December 31,
1999 is being filed solely for the purposes of re-filing Exhibit 10.35. The
remainder of the Form 10-K, as previously filed, is unchanged.



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                                    PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         3(a). EXHIBITS:

         The following document is an exhibit to this Form 10-K.

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EXHIBIT
NUMBER     DOCUMENT DESCRIPTION
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<S>        <C>
10.35      Master Stock Purchase Agreement and Pledge Agreement
           Specialized Term Appreciation Retention Sale (STARS) dated
           February 9, 2000 between the Registrant and Bank of America,
           N.A.
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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       ADVANCED FIBRE COMMUNICATIONS, INC.
                                       (Registrant)

                                       By: /s/ JOHN A. SCHOFIELD
                                           ------------------------------------
                                                   John A. Schofield
                                              President and Chief Executive
                                                        Officer

                                                                 August 30, 2000



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