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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______________)
Advanced Fibre Communications, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
00754A 10 5
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(CUSIP Number)
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
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CUSIP NO. 00754A 10 5 13G
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Tellabs, Inc., a Delaware corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( ) (b) (X)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware corporation
Number of Shares 5 Sole Voting Power
Beneficially 3,889,966
Owned by
Each Reporting 6 Shared Voting Power
Person With 0
7 Sole Dispositive Power
3,889,966
8 Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,889,966
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 00754A 10 5 13G
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brian Jackman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( ) (b) (X)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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Number of Shares 5 Sole Voting Power
Beneficially 20,966
Owned by
Each Reporting 6 Shared Voting Power
Person With 3,889,966
7 Sole Dispositive Power
20,966
8 Shared Dispositive Power
3,889,966
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,966
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
(X)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.06%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a) Name of Issuer:
Advanced Fibre Communications, Inc.
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Item 1(b) Address of Issuer's Principal Executive Offices:
1445 McDowell Boulevard North
Petaluma, CA 94954
Item 2(a)-(c) Name, Principal Business Address and Citizenship
of Persons Filing:
This statement is being filed by Tellabs, Inc., a
Delaware corporation, whose principal place of business
is 4951 Indiana Avenue, Lisle, IL 60532.
Brian Jackman is the Executive Vice President and a
Director of Tellabs, Inc. Mr. Jackman's principal
place of business is 4951 Indiana Avenue, Lisle, IL
60532. Mr. Jackman is a United States citizen.
With respect to Mr. Jackman, this statement
relates only to Mr. Jackman's indirect, beneficial
ownership of shares of Common Stock of Advanced
Fibre Communications, Inc. owned directly by
Tellabs, Inc., and certain shares of Common Stock
of Advanced Fibre Communications, Inc. owned
directly by Mr. Jackman.
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
00754A 10 5
Item 3. Not Applicable.
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Item 4. Ownership.
A. Tellabs, Inc.
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(a) Amount Beneficially Owned: 3,889,966 Shares
(b) Percent of Class: 11.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 3,889,966 (includes 300,000 shares
issuable upon exercise of a warrant)
(ii) shared power to vote or to direct the
vote: -0-
(iii) sole power to dispose or to direct
the disposition of: 3,889,966 (includes
300,000 shares issuable upon exercise of
a warrant)
(iv) shared power to dispose or to direct
the disposition of: -0-
B. Brian Jackman
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(a) Amount Beneficially Owned: 20,966 Shares
(excludes 3,889,966 shares of which the
reporting person disclaims beneficial
ownership)(1)
(b) Percent of Class: 0.06%
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
20,966 (includes 10,000 shares issuable
upon exercise of a warrant)
(ii) shared power to vote or to direct the
vote: 3,889,966(1) (includes 300,000
shares issuable upon exercise of a warrant)
(iii) sole power to dispose or to direct
the disposition of: 20,966 (includes
10,000 shares issuable upon exercise of
a warrant)
(iv) shared power to dispose or to direct the
disposition of: 3,889,966(1) (includes
300,000 shares issuable upon exercise of
a warrant)
(1) The filing of this statement shall not be construed as an admission
that the reporting person is, for purposes of Section 13(d) or 13(g) of
the Act, the beneficial owner of these securities.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Not Applicable.
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Item 8. Identification and Classification of Members of the
Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 6, 1997
TELLABS, INC.
By: s/Brian J. Jackman
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Title: Executive Vice President and Director
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BRIAN JACKMAN
s/Brian Jackman
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EXHIBIT INDEX
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Found on
Sequentially
Exhibit Numbered Page
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Exhibit A: Agreement of Joint Filing 11
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EXHIBIT A
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Agreement of Joint Filing
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The undersigned hereby agree that they are filing jointly
pursuant to Rule 13d-1 of the Act the statement dated February 6, 1997,
containing the information required by Schedule 13G, for the 3,889,966
Shares of the Common Stock of Advanced Fibre Communications, Inc. held
by Tellabs, Inc.
Dated: February 6, 1997
TELLABS, INC.
By: s/Brian J. Jackman
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Title: Executive Vice President and Director
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BRIAN JACKMAN
s/Brian Jackman
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