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^*

HIGGERSON CLIFFORD H

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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		335,246	D	$0⁽¹⁾	0	I	By Trust⁽²⁾

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)
Non-Qualified Stock Option (right to buy)	$9.5625	11/30/2004		D			12,000	⁽³⁾	05/25/2009	Common Stock	12,000	$0⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$17.875	11/30/2004		D			12,000	⁽³⁾	08/05/2008	Common Stock	12,000	$0⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$18.31	11/30/2004		D			15,000	⁽³⁾	05/22/2013	Common Stock	15,000	$0⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$18.87	11/30/2004		D			12,000	⁽³⁾	05/29/2012	Common Stock	12,000	$0⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$18.96	11/30/2004		D			12,000	⁽³⁾	05/20/2014	Common Stock	12,000	$0⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$22.15	11/30/2004		D			12,000	⁽³⁾	05/23/2011	Common Stock	12,000	$0⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$40.75	11/30/2004		D			12,000	⁽³⁾	05/25/2010	Common Stock	12,000	$0⁽³⁾	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. Held by the Higgerson Revocable Trust, Clifford H. Higgerson Trustee, dated April 6, 1990, of which the reporting person is the Trustee and the Beneficiary.

3. 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.

	/s/ Clifford H. Higgerson	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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