UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                FORM 10-Q/A

                              AMENDMENT NO. 1


(Mark One)

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

               For the Quarterly Period Ended March 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: 000-23774

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

             DELAWARE                                 94-3092033

   (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                Identification No.)

                              ONE ASCEND PLAZA
                          1701 HARBOR BAY PARKWAY
                         ALAMEDA, CALIFORNIA 94502
                               (510) 769-6001

  (Address of principal executive offices, zip code and telephone number)

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
                                 ---       ---

The number of shares outstanding of the Registrant's Common Stock, $0.001
par value, was 222,655,604 as of March 31, 1999.

PORTIONS AMENDED

The Registrant hereby amends (i) the Footnotes to the Condensed
Consolidated Financial Statements of the Registrant included in this Report
on Form 10-Q by adding a Footnote titled "Segment Disclosures" immediately
prior to Item 2, and (ii) Item 2 to this Report on Form 10-Q by replacing
the category "Net Sales", in each case as set forth below.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


SEGMENT DISCLOSURES

        The Company operates in three business segments, within the global
communications networking industry. For management purposes, the Company is
divided into three primary business segments: Core Systems, Access
Switching and Enterprise Access. Each of these groups has a vice president
who reports directly to the Chief Executive Officer ("CEO"), who is the
Chief Operating Decision Maker as defined by SFAS 131. The measures of
profitability reviewed by the CEO for these segments consist of sales,
gross profit and contribution margin, which includes only certain
identifiable operating expenses. The majority of the Company's operating
expenses are not allocated to the business units, but are treated as
corporate expenses (unallocated). Fiscal quarter ended March 31, 1998 and
1999 sales and expenses attributable to each business segment are described
in the tables below. In addition, there is no allocation, direct or
indirect, of the assets and liabilities to these business segments. The
Company had no inter-segment sales in 1999 and 1998. The following is a
summary of the Company's business segments:

Core Systems - Offers frame relay switches, the CBX 500 family of ATM
switches, and the GRF family of IP switches used to improve the speed,
performance and reliability of backbone carrier networks as well as the
intelligent networking fault tolerance product.

Access Switching - Produces the MAX family of products which provide
band-width-on-demand for wide area network (WAN), internet and multimedia
access over a common set of digital access lines. The MAX TNT is a carrier
class WAN access switch.

Enterprise Access - Offers the Pipeline family of remote access equipment
as well as the Multiband family of inverse multiplexing equipment. The
Pipeline product family provides access equipment for remote office,
telecommuting and small office/home office and Internet access. The Ascend
Multiband family of controllers is used for video-conferencing and
multimedia networks.

Unallocated - Representing "All Other," Unallocated is primarily sales from
customer service, maintenance, and professional services.  Related cost of
sales is primarily labor and parts for the respective sales.

        The table below provides a breakdown of selected financial data by
business segments for the quarter ended March, 31 1999.


<TABLE>
<CAPTION>
                                     Core       %        Access       %      Enterprise     %
                                   Systems              Switching              Access            Unallocated     Consolidated
                                 ------------         ------------          ------------         -----------    -------------
<S>                                <C>         <C>       <C>         <C>        <C>        <C>      <C>            <C>       
Net sales                         $  236,447          $  204,804            $   26,853           $    41,291     $   509,395
Cost of sales                                                                                    
                                      83,442    35%       81,350     40%        10,792     40%        16,442         192,026
                                 ------------         ------------          -----------          -----------    -------------
        GROSS PROFIT                 153,005    65%      123,454     60%        16,061     60%        24,849         317,369

OPERATING EXPENSES:
  Research and development            49,265    21%       25,169     12%         3,929     15%         5,541          83,904
  Sales and marketing                  5,759     2%        1,179      1%         1,777      7%        91,815         100,530
  General and administrative           3,304     1%          109    0.1%           341      1%        13,381          17,135
  Costs of Mergers                                                                                   (23,919)        (23,919)
                                 ------------         ------------          -----------          -----------    ------------
   TOTAL OPERATING EXPENSES           58,328    25%       26,457     13%         6,047     23%        86,818         177,650

                                 ------------         ------------          -----------          -----------    ------------
OPERATING INCOME (LOSS) (1)       $   94,677    40%   $   96,997     47%    $   10,014     37%   $   (61,969)        139,719
                                 ------------         ------------          ------------         -----------      ----------

Interest income                                                                                       10,862          10,862

Income before income taxes                                                                           150,581         150,581
Provision for income taxes                                                                            41,798          41,798

NET INCOME                                                                                                          $108,783
                                                                                                                 ===========
</TABLE>

(1) Contribution margin is identified as operating income for Core Systems,
    Access Switching and Enterprise Access segments in this schedule.

        The table below provides a breakdown of selected financial data by 
business segments for the quarter ended March, 31 1998.

<TABLE>
<CAPTION>
                                     Core       %        Access       %      Enterprise     %                                 
                                    Systems            Switching              Access             Unallocated     Consolidated
                                 ------------         ----------            ------------         -----------    -------------
<S>                                <C>         <C>       <C>         <C>        <C>        <C>      <C>            <C>       
Net sales                         $  140,194          $  134,743            $   30,094           $        84     $    305,114
Cost of sales                         49,264    35%       48,473     36%        12,073     40%             -          109,810 
                                 ------------         ----------            -----------          -----------    -------------
        GROSS PROFIT                  90,930    65%       86,270     64%        18,021     60%            84          195,304
                                                                                                                          
OPERATING EXPENSES:                                                                                                       
 Research and development             21,248    15%       16,541     12%         1,409      5%         1,790           40,988
 Sales and marketing                  13,711    10%          619    0.5%           751      2%        52,258           67,340 
 General and administrative            1,732     1%                                290      1%         8,022           10,044 
 Costs of Mergers                                                                                                         
                                 ------------         ----------            -----------          -----------    -------------

  TOTAL OPERATING EXPENSES            36,691    26%       17,161     13%         2,450      8%        62,071          118,372
                                 ------------         ----------            -----------          -----------    -------------
                                                                                                                          
OPERATING INCOME (LOSS) (1)       $   54,239    39%   $   69,109     51%    $   15,571     52%   $   (61,987)          76,932
                                 ------------         ----------            -----------          -----------    -------------
                                                                                                                          
Interest income                                                                                        4,964            4,964 
                                                                                                                          
Income before income taxes                                                                            81,897           81,897 
Provision for income taxes                                                                            29,525           29,525 
                                                                                                               --------------
NET INCOME                                                                                                      $      52,372 
                                                                                                               ============== 
</TABLE>

(1) Contribution margin is identified as operating income for Core Systems,
    Access Switching and Enterprise Access segments in this schedule.


NET SALES

Net sales for the quarter ended March 31, 1999 were $509.4 million, an
increase of 67% over net sales of $305.1 million for the first quarter of
1998. The net sales for the quarter ended March 31, 1999 include
incremental revenues resulting from the acquisition of Stratus.
International sales accounted for approximately 27% of net sales for the
quarter ended March 31, 1999 compared to 26% of net sales for the same
period in 1998. Substantially all of the increase in net sales was
attributable to increases in unit shipments of the Company's products.

CORE SYSTEMS - The Core Systems business unit consists of the B-STDX family
of Frame Relay switches, the CBX500 and GX 550 ATM switches, the SA family
of broadband access products, the Intelligent Networking products acquired
from Stratus and the GRF family of IP switches. Core Systems products
accounted for 47% and 41% of total Company net sales for the quarters ended
March 31, 1999 and 1998, respectively. The increase in Core Systems sales
as a percentage of net sales was primarily attributable to significant
growth in sales of ATM switches. Incremental revenues from the acquisition
of Stratus also contributed to the increase, to a lesser extent.

ACCESS SWITCHING - The Access Switching business unit offers the MAX family
of products. Access Switching products accounted for 40% and 44% of total
Company net sales for the quarters ended March 31, 1999 and 1998,
respectively. Access Switching revenues increased by approximately 50%
compared to the previous year, but declined as a percentage of total sales
due to the significant increase in Core Systems revenues.

ENTERPRISE ACCESS - The Enterprise Access business unit offers the Pipeline
family of remote access equipment as well as the Multiband MAX family of
inverse multiplexing equipment. Enterprise Access products accounted for 5%
and 10% of total Company net sales for the quarters ended March 31, 1999
and 1998, respectively. Enterprise Access revenues declined by
approximately 10% compared to the previous year, and declined to 5% of
total sales due to the significant increase in total revenues.

UNALLOCATED - Representing "All Other," Unallocated is primarily sales from
customer service, maintenance, and professional services.  Related cost of
sales is primarily labor and parts for the respective sales.

        The table below provides a breakdown of selected financial data by
business segments for the quarter ended March, 31 1999.

<TABLE>
<CAPTION>
                                      Core       %      Access        %       Enterprise    %                                   
                                    Systems            Switching                Access            Unallocated    Consolidated  
                                  ----------          -----------           -------------        ------------   --------------
<S>                                 <C>         <C>    <C>          <C>     <C>            <C>   <C>             <C>      
Net sales                          $ 236,447           $  204,804           $   26,853           $    41,291    $     509,395
Cost of sales                         83,442    35%        81,350    40%        10,792     40%        16,442          192,026  
                                 ------------         ----------            -----------          -----------    -------------
   GROSS PROFIT                      153,005    65%       123,454    60%        16,061     60%        24,849          317,369  
                                                                                                                      
OPERATING EXPENSES:                                                                                                   
 Research and development             49,265    21%        25,169    12%         3,929     15%         5,541           83,904
 Sales and marketing                   5,759     2%         1,179     1%         1,777      7%        91,815          100,530  
 General and administrative            3,304     1%           109   0.1%           341      1%        13,381           17,135  
 Costs of Mergers                                                                                    (23,919)         (23,919)
                                 ------------         ----------            -----------          -----------    -------------

   TOTAL OPERATING EXPENSES           58,328    25%        26,457    13%         6,047     23%        86,818          177,650
                                 ------------         ----------            -----------          -----------    -------------

OPERATING INCOME (LOSS) (1)        $  94,677    40%    $   96,997    47%    $  10,014      37%   $   (61,969)   $     139,719  
                                 ------------         ----------            -----------          -----------    -------------
                                                                                                                      
Interest income                                                                                       10,862           10,862
                                                                                                                      
Income before income taxes                                                                           150,581          150,581
Provision for income taxes                                                                            41,798           41,798  
                                                                                                                --------------
NET INCOME                                                                                                      $     108,783  
                                                                                                                ==============
</TABLE>

(1) Contribution margin is identified as operating income for Core Systems,
    Access Switching and Enterprise Access segments in this schedule.


        The table below provides a breakdown of selected financial data by
business segments for the quarter ended March, 31 1998.

<TABLE>
<CAPTION>
                                     Core        %        Access      %     Enterprise     %
                                    Systems             Switching             Access              Unallocated    Consolidated
                                 ------------         ------------          -----------           -----------   -------------
<S>                                 <C>         <C>    <C>          <C>     <C>            <C>   <C>             <C>      
Net sales                         $  140,194          $  134,743            $   30,094            $       84    $     305,114
Cost of sales                         49,264    35%       48,473     36%        12,073     40%             -          109,810
                                 ------------         ----------            -----------          -----------    -------------
        GROSS PROFIT                  90,930    65%       86,270     64%        18,021     60%            84          195,304

OPERATING EXPENSES:
 Research and development             21,248    15%       16,541     12%         1,409      5%         1,790           40,988
 Sales and marketing                  13,711    10%          619    0.5%           751      2%        52,258           67,340
 General and administrative            1,732     1%                                290       1%        8,022           10,044
 Costs of Mergers
                                 ------------         ----------            -----------          -----------    -------------

  TOTAL OPERATING EXPENSES            36,691    26%       17,161     13%         2,450      8%        62,071          118,372
                                 ------------         ----------            -----------          -----------    -------------

OPERATING INCOME (LOSS) (1)       $   54,239    39%   $   69,109     51%    $   15,571     52%   $   (61,987)          76,932
                                 ------------         ----------            -----------          -----------    -------------

Interest income                                                                                        4,964            4,964

Income before income taxes                                                                            81,897           81,897
Provision for income taxes                                                                            29,525           29,525
                                                                                                                -------------
NET INCOME                                                                                                       $     52,372
                                                                                                                =============
</TABLE>

(1) Contribution margin is identified as operating income for Core Systems,
    Access Switching and Enterprise Access segments in this schedule.



                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                              ASCEND COMMUNICATIONS, INC.


DATE   May 21, 1999           by /s/ Michael F.G. Ashby
---------------------            --------------------------------------------
                                 Michael F.G. Ashby, Vice President,
                                 Finance and Chief Financial Officer
                                 (Principal Financial and Accounting Officer)