1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-C

        REPORT BY ISSUER OF SECURITIES QUOTED ON THE NASDAQ STOCK MARKET

FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 AND
                        RULE 13a-17 OR 15d-17 THEREUNDER

                        OCTEL COMMUNICATIONS CORPORATION
                 (Exact name of issuer as specified in charter)

            1001 Murphy Ranch Road, Milpitas, California 95305-7912
                    (Address of principal executive offices)

          Issuer's telephone number, including area code (408) 321-2000

                    I. CHANGE IN NUMBER OF SHARES OUTSTANDING

         Indicate any change (increase or decrease) of 5% or more in the number
of shares outstanding:

1.       Title of security  Common Stock

2.       Number of shares outstanding before the change  24,918,040 (as of
         February 29, 1996)

3.       Number of shares outstanding after the change  49,836,080

4.       Effective date of change  April 5, 1996

5.       Method of change:

                  Specify method (such as merger, acquisition, exchange,
                  distribution, stock split, reverse split, acquisition of stock
                  for treasury, etc.)  Stock split in the form of a stock
                  dividend

                  Give brief description of transaction: Board of Directors
                  declared two-for-one stock split with record date of April 5,
                  1996 and payment date of May 10, 1996.

                          II. CHANGE IN NAME OF ISSUER

1.       Name prior to change  Not applicable

2.       Name after change  Not applicable

3.       Effective date of charter amendment changing name  Not applicable

4.       Date of shareholder approval of change, if required  Not applicable

         Date: March 25, 1996                     /s/ W. Michael West     
                                                  ------------------------------
                                                  Officer's Signature and Title
                                                  W. Michael West
                                                  President and COO