SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PRATT KEITH E

(Last)

(First)

(Middle)

1465 NORTH MCDOWELL BLVD.

(Street)

PETALUMA

94954

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADVANCED FIBRE COMMUNICATIONS INC [ AFCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer,Sr. VP

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/30/2004		D		9,813	D	$0⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$14.45	11/30/2004		D			500	⁽²⁾	10/01/2011	Common Stock	500	$0⁽²⁾	0	D
Incentive Stock Option (right to buy)	$14.625	11/30/2004		D			100	⁽²⁾	07/26/2009	Common Stock	100	$0⁽²⁾	0	D
Incentive Stock Option (right to buy)	$17.67	11/30/2004		D			1,000	⁽²⁾	12/31/2011	Common Stock	1,000	$0⁽²⁾	0	D
Incentive Stock Option (right to buy)	$18.93	11/30/2004		D			750	⁽²⁾	04/02/2012	Common Stock	750	$0⁽²⁾	0	D
Incentive Stock Option (right to buy)	$20.125	11/30/2004		D			1,000	⁽²⁾	10/25/2009	Common Stock	1,000	$0⁽²⁾	0	D
Incentive Stock Option (right to buy)	$20.5	11/30/2004		D			3,000	⁽²⁾	01/16/2011	Common Stock	3,000	$0⁽²⁾	0	D
Incentive Stock Option (right to buy)	$45.5625	11/30/2004		D			1,000	⁽²⁾	07/24/2010	Common Stock	1,000	$0⁽²⁾	0	D
Incentive Stock Option (right to buy)	$52.0625	11/30/2004		D			1,000	⁽²⁾	04/03/2010	Common Stock	1,000	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$11.9375	11/30/2004		D			350	⁽²⁾	04/04/2011	Common Stock	350	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$12.86	11/30/2004		D			850	⁽²⁾	10/02/2012	Common Stock	850	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$15.58	11/30/2004		D			20,000	⁽²⁾	07/24/2013	Common Stock	20,000	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$16.57	11/30/2004		D			16,250	⁽²⁾	01/27/2013	Common Stock	16,250	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$16.58	11/30/2004		D			1,500	⁽²⁾	07/01/2012	Common Stock	1,500	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$16.63	11/30/2004		D			46,000	⁽²⁾	04/20/2011	Common Stock	46,000	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$16.71	11/30/2004		D			55,000	⁽²⁾	11/20/2012	Common Stock	55,000	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$16.81	11/30/2004		D			50,000	⁽²⁾	12/11/2012	Common Stock	50,000	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$16.83	11/30/2004		D			19,000	⁽²⁾	07/29/2014	Common Stock	19,000	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$19.67	11/30/2004		D			35,000	⁽²⁾	12/11/2011	Common Stock	35,000	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$19.92	11/30/2004		D			52,000	⁽²⁾	12/09/2013	Common Stock	52,000	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$20.72	11/30/2004		D			18,000	⁽²⁾	04/19/2014	Common Stock	18,000	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$22.5625	11/30/2004		D			25,000	⁽²⁾	12/13/2010	Common Stock	25,000	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$24.0625	11/30/2004		D			25,000	⁽²⁾	12/01/2010	Common Stock	25,000	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$24.67	11/30/2004		D			17,000	⁽²⁾	01/26/2014	Common Stock	17,000	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$28.25	11/30/2004		D			150,000	⁽²⁾	12/06/2009	Common Stock	150,000	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$34.125	11/30/2004		D			3,000	⁽²⁾	10/16/2010	Common Stock	3,000	$0⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$44.375	11/30/2004		D			10,000	⁽²⁾	12/21/2009	Common Stock	10,000	$0⁽²⁾	0	D

Explanation of Responses:

1. Each of these shares were disposed of in the merger between the Issuer and Tellabs, Inc. on 11/30/04 in exchange for .504 shares of Tellabs, Inc. Common Stock and a cash payment of $12.00 per share.

2. This option was assumed by Tellabs, Inc. in the merger between the Issuer and Tellabs, Inc. on November 30, 2004 and became an option to purchase the number of shares of Tellabs, Inc. Common Stock which is equal to the number of shares of the Issuer underlying the option as specified in Table II, column 5, multiplied by the option exchange ratio of 1.91 and rounded down to the nearest whole share. The per share exercise price for the option is now equal to the exercise price listed in Table II, column 2, divided by the option exchange ratio of 1.91 and rounded up to the nearest whole cent. The option otherwise remains exercisable under the same terms and conditions that applied immediately prior to the closing of the merger.

Remarks:

The amount of securities disposed of in Table I include 2,056 shares purchased on 7/30/04 pursuant to the Company's Section 423 Employee Stock Purchase Plan which is exempt under Rule 16b-3.

	/s/ Keith E. Pratt	12/01/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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