Advanced Fibre Communications, Inc.
Ticker: AFCI 1445 McDowell Boulevard North
Exchange: NASDAQ-National Market Petaluma, California 94954
Industry: Manufacturing (707) 794-7700

Type of Shares:Common Shares Filing Date:7/26/96
U.S. Shares:3,800,000 Offer Date:9/30/96
Non-U.S. Shares:700,000 Filing Range:$15.00 - $17.00
Primary Shares:4,500,000 Offer Price:$25.00
Secondary Shares:0 Gross Spread:$1.75
Offering Amount: $72,000,000 Selling:$0.10
Expenses: - Reallowance:$0.10
Shares Out After: -

ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 703-4797
Cowen & CompanyCo-manager (212) 495-6000
Hambrecht & Quist IncorporatedCo-manager (415) 576-3423
Merrill Lynch & Co.Co-manager (212) 449-4600

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$54.29$53.77$19.25Assets:$67.30
Net Income:$2.34-$1.54-$0.16Liabilities:$75.54
EPS:$0.09-$0.06-$0.01Equity:-$8.24

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
Advanced Fibre Communications Inc. designs, develops, manufactures, markets and supports Universal Modular Carrier 1000-TM-, a cost effective, multi feature digital loop carrier system developed to serve small line-size markets. The company's UMC system is designed to enable telephone companies, cable companies and other service providers to connect subscribers to the central office switch for voice and data communications over copper wire, fiber optic cable, coaxial cable and analog radio networks. The company believes that the UMC system is the only digital loop carrier that can operate simultaneously over a variety of transmission media. The UMC system meets the service needs of subscribers, including analog voice communications, universal voice grade service and high speed digital data service. ISDN capability is currently in beta testing and the company believes the UMC system will be capable of providing asynchronous and synchronous data channel service in the near future.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of indebtedness and for general corporate purposes, including working capital.

Last updated: 10/28/96

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