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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. 2)*
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, 36-3831568
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) (b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
a Delaware corporation
5 SOLE VOTING POWER
NUMBER 3,868,045
OF (includes 600,000 shares issuable upon
SHARES exercise of a warrant)
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
3,868,045
(includes 600,000 shares issuable upon
exercise of a warrant)
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,868,045
(includes 600,000 shares issuable upon
exercise of a warrant)
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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
5.1%
12 TYPE OF REPORTING PERSON CO
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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
Brian Jackman, ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) (b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER 37,637
OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
3,868,045
(includes 600,000 shares issuable
upon exercise of a warrant)
7 SOLE DISPOSITIVE POWER
37,637
8 SHARED DISPOSITIVE POWER
3,868,045
(includes 600,000 shares issuable
upon exercise of a warrant)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,637
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
(X)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
<1%
12 TYPE OF REPORTING PERSON
IN
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Item 1(a) Name of Issuer:
Advanced Fibre Communications, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
One Willow Brook Court
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
Communcations, 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
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Item 3. Not Applicable.
Item 4. Ownership.
A. Tellabs, Inc.
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(a) Amount Beneficially Owned: 3,868,045 Shares
(b) Percent of Class: 5.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 3,868,045 (includes 600,000 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: 3,868,045 (includes
600,000 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: 37,637 Shares
(excludes 3,868,045 shares of which the
reporting person disclaims beneficial
ownership)(1)
(b) Percent of Class: <1%
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
37,637
(ii) shared power to vote or to direct the
vote: 3,868,045 (includes 600,000
shares issuable upon exercise of a
warrant)
(iii) sole power to dispose or to direct
the disposition of:
37,637
(iv) shared power to dispose or to direct the
disposition of: 3,868,045 (includes
600,000 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.
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Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Not Applicable.
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 15, 1999
TELLABS, INC.
s/Brian 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
- ------- -------------
Exhibit A: Agreement of Joint Filing 12
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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 15 1999,
containing the information required by Schedule 13G, for the
3,868,045 Shares of the Common Stock of Advanced Fibre Communications,
Inc. held by Tellabs, Inc.
Dated: February 15, 1999
TELLABS, INC.
By: s/Brian Jackman
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Title: Executive Vice President and Director
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BRIAN JACKMAN
By: s/Brian Jackman
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