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                                 [LETTERHEAD]

                                                                   EXHIBIT 10.38


March 31, 1997



Mr. Nicholas Williams
505 N. Lakeshore, #3010
Chicago, IL  60611

Dear Nick:

I am pleased to offer you the position of President and Chief Operating Officer
of Premisys Communications, Inc., reporting directly to me.

CASH COMPENSATION

*    Annual Base Salary of $225,000, paid bi-weekly.

*    Target Bonus equal to 40% base salary based upon achieving 100% of the
     Company's Fiscal 1998 goals; you will participate in setting our goals for
     the coming year.

     You will also be compensated for giving up certain unvested stock options.
     Premisys will pay you a total of $1,300,000 on a quarterly basis ($81,250
     per payment) over your first four years of employment; the first payment
     will be within 10 days of your first day of employment.  These payments
     will cease if you resign or are terminated with cause.

*    You will earn vacation at the rate of four weeks per year of employment.

STOCK OPTIONS

*    We will also recommend to the Compensation Committee of the Board of
     Directors that you be granted options for 300,000 shares of Premisys stock
     in accordance with our standard option agreement, a copy of which is
     attached.

RELOCATION EXPENSES

Premisys will offer the following reimbursement of relocation expenses
associated with your move to California:

*    Premisys will gross up taxable relocation expense reimbursements to
     compensate for related income taxes;

*    Sales commissions on the sale of your current home;

*    All moving expenses for household goods and vehicles, up to $50,000;

*    Miscellaneous relocation expenses of $7,000;

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Mr. Nicholas Williams
March 31, 1997
Page 2


*    Premisys will pay your rent for an apartment (and for storage of household
     goods) in California for you and your family until you have moved into your
     new California home, for up to six months;

*    Travel expenses for your wife to visit California to find a new home; and

*    Travel expenses to return to Chicago for visits until your family
     relocates, every three weeks for up to six months.

MORTGAGE ASSISTANCE

As an employee, Premisys will provide mortgage assistance as follows:

*    Year 1:        $50,000
*    Year 2:        $50,000
*    Year 3:        $37,500
*    Year 4:        $25,000
*    Thereafter:    None

These payments will be made monthly and will commence upon purchase of your home
in California.

OTHER

As a full time employee, you will be eligible to participate in the benefits
program offered by Premisys in accordance with our policies, which may change
from time to time, and after meeting the applicable eligibility requirements, if
any.  The benefits program includes medical, dental, life, long term disability
coverage, profit sharing, employee stock purchase plan and a 401K plan.
Additionally, you will be entitled to paid holidays and vacation in accordance
with our policy.


Since this letter represents an employment agreement, please note the following:

1.   Your employment is at-will and either you or Premisys may terminate the
     employment relationship at any time with or without cause.

2.   It is understood that as part of the Company's effort to protect its
     proprietary information, you will assist in safeguarding the Company's
     trade secrets and related sensitive information.  Consequently, you will
     enter into an Invention Assignment and Proprietary Information Agreement
     with the Company on your first day of work

3.   You and Premisys agree that the foregoing represents and expresses their
     complete agreement regarding the terms and conditions of employment, and
     further agree that this written contract may not be modified or changed
     except in a writing signed by you and a officer of the Company.

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Mr. Nicholas Williams
March 31, 1997
Page 3


Nick, I am pleased to offer you this challenging opportunity to contribute to
the success of Premisys; I would like you to start on April 21, 1997.  Also, if
you are in agreement with this offer, please sign this letter where indicated
below, and return it to me in the self-addressed stamped envelope provided.
Should you have any questions or concerns regarding this offer, please contact
me directly at (510) 353-7613.

Sincerely,



/s/ Raymond C. Lin

Raymond Lin
President and CEO

I accept the above offer of employment, pursuant to the items and conditions set
forth in this letter.




Signature:  /s/Nicholas J. Williams          Date:  2 April, 1997
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Attachment:  Copy of Offer Letter
             Copy of Standard Option Agreement