<PAGE>
Filed under Rule 424(c) of Regulation C
SEC File Number: 333-21751
PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 21, 1997)
159,997 SHARES
ASCEND COMMUNICATIONS, INC.
COMMON STOCK
The information in this Prospectus Supplement concerning the Selling
Stockholders supplements the statements set forth under the caption "Selling
Stockholders" in the Prospectus. Capitalized items used and not defined herein
shall have the meanings given to them in the Prospectus.
SELLING STOCKHOLDERS
The information set forth under the caption "Selling Stockholders" in
the Prospectus is supplemented as follows. On February 27, 1997, Ravi Gulati
transferred 16,138 shares of Ascend Common Stock and 32,277 shares of Ascend
Common Stock to the Gulati Family Foundation, Inc. and The Ravi Gulati
Charitable Trust dated 2/18/97, respectively (collectively, the "Gulati
Entities"). The Company has consented to the use of the Prospectus, as
supplemented by this Prospectus Supplement, by the Gulati Entities in connection
with the offer and sale of the shares of Ascend Commnon Stock owned by them. The
table below lists the Mr. Gulati and each of the Gulati Entities, the number of
shares of Ascend Common Stock which each of the foregoing owned as of February
27, 1997, the number of Shares subject to sale pursuant to this Registration
Statement, and the number of the shares of Ascend Common Stock which each would
own assuming that such number of Shares were offered and assuming the sale of
all such Shares.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
============================================================================================
Selling Stockholder(1) Share Owned Before Shares to be Shares Owned After
Offering Offered Offering Such Shares
============================================================================================
Ravi Gulati 242,075(2) 43,415(2) 193,660(2)
- --------------------------------------------------------------------------------------------
Gulati Family 16,138 16,138 0
Foundation, Inc.
- --------------------------------------------------------------------------------------------
The Ravi Gulati 32,277 32,277 0
Charitable Trust
dated 2/18/97
=============================================================================================
</TABLE>
- ---------
(1) The persons named in the table have the sole voting and investment power
with respect to all shares of Ascend Common Stock shown as beneficially
owned by them, subject to community property laws, where applicable.
(2) Mr. Gulati sold in an open market transaction 5,000 shares of the 290,490
originally registered on the Registration Statement.
The date of this Prospectus Supplement is February 27, 1997
