SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report (date of earliest event reported)      September 17, 1998


                         PREMISYS COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)


             Delaware                     0-25684                94-3153847
(State or other jurisdiction           (Commission           (I.R.S. Employer
         of incorporation)              File Number)         Identification No.)


               48664 Milmont Drive
               Fremont, California                              94538
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code        (510) 353-7600









Item 5:       Other Events

              Adoption of Stockholder Rights Plan.

     On September 17, 1998,  the Board of Directors of Premisys  Communications,
Inc. (the  "Company")  declared a dividend of one preferred share purchase right
(a "Right")  for each  outstanding  share of common  stock,  par value $0.01 per
share  (the  "Common  Shares"),  of the  Company.  The  dividend  is  payable to
stockholders of record on October 5, 1998 (the "Record Date"). In addition,  one
Right  shall be issued  with each  Common  Share that  becomes  outstanding  (i)
between  the  Record  Date  and  the  earliest  of the  Distribution  Date,  the
Redemption Date and the Final  Expiration Date (as such terms are defined in the
Rights  Agreement)  and (ii)  following the  Distribution  Date and prior to the
Redemption  Date or Final  Expiration  Date,  pursuant to the  exercise of stock
options  or  under  any  employee  plan or  arrangement  or upon  the  exercise,
conversion  or exchange of other  securities  of the Company,  which  options or
securities were outstanding prior to the Distribution  Date. Each Right entitles
the registered  holder to purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock, par value $0.01 per share (the
"Preferred  Shares"),  of  the  Company,  at  a  price  of  $80.00,  subject  to
adjustment.  The  description  and terms of the Rights are set forth in a Rights
Agreement  (the  "Rights  Agreement")  between  the  Company  and  Chase  Mellon
Shareholder  Services L.L.C., as Rights Agent (the "Rights Agent"). A summary of
the  Rights  and  Rights  Agreement  is  included  as  Exhibit  C to the  Rights
Agreement, which is included as Exhibit 4.1 hereto.
              Amendment of Bylaws.

              On  September  17,  1998,  the Board of  Directors  of the Company
amended the Company's  Bylaws to: (i) permit only the Chairman of the Board, the
Chief Executive  Officer,  the President or a majority of the Board of Directors
of the Company to call a special meeting of the  stockholders;  and (ii) provide
that vacancies on the Board of Directors be filled only by the remaining members
of the Board of Directors.

Item 7:       Financial Statements and Exhibits.

              (c)     Exhibits

                      3.04     Bylaws of the  Company,  as amended and  restated
                               effective  September 17, 1998.  (Incorporated  by
                               reference to the exhibit  bearing the same number
                               in the Company's  Registration  Statement on Form
                               8-A  filed  with  the   Securities  and  Exchange
                               Commission on September 22, 1998.)

                      4.04     Rights   Agreement   dated  September  18,  1998,
                               between   the   Registrant   and   Chase   Mellon
                               Shareholder  Services  L.L.C.  as  Rights  Agent,
                               which   includes   as   Exhibit  A  the  form  of
                               Certificate  of  Designations  of Series A Junior
                               Participating  Preferred  Stock, as Exhibit B the
                               Form of Right  Certificate  and as  Exhibit C the
                               Summary of Rights to Purchase  Preferred  Shares.
                               (Incorporated by reference to the exhibit bearing
                               the same  number  in the  Company's  Registration
                               Statement  on Form 8-A filed with the  Securities
                               and Exchange Commission on September 22, 1998.)

                      99.01 Press  release of the Company  dated  September  21,
1998.







                                    SIGNATURE



                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Dated:  September 22, 1998

                                   PREMISYS COMMUNICATIONS, INC.



                                   By:      /s/ Robert W. Dilfer
                                            -----------------------------
                                            Robert W. Dilfer
                                            Vice President and Controller







                                  EXHIBIT INDEX

Exhibit

   3.04       Bylaws of the Company, as amended and restated effective September
              17, 1998.  (Incorporated  by reference to the exhibit  bearing the
              same number in the  Company's  Registration  Statement on Form 8-A
              filed with the Securities and Exchange Commission on September 22,
              1998.)

   4.04       Rights Agreement dated September 18, 1998,  between the Registrant
              and Chase Mellon  Shareholder  Services  L.L.C.  as Rights  Agent,
              which   includes  as  Exhibit  A  the  form  of   Certificate   of
              Designations of Series A Junior Participating  Preferred Stock, as
              Exhibit  B the  Form of Right  Certificate  and as  Exhibit  C the
              Summary of Rights to Purchase  Preferred Shares.  (Incorporated by
              reference to the exhibit  bearing the same number in the Company's
              Registration  Statement on Form 8-A filed with the  Securities and
              Exchange Commission on September 22, 1998.)

   99.01      Press release of the Company dated September 21, 1998.









                                                                   Exhibit 99.01



Contact:  Joyce Chowla                                     For immediate release
          Premisys Communications, Inc.
          (510) 353-2768



                     Premisys Adopts Stockholder Rights Plan

         Fremont,  CA,  September  21,  1998 --  Premisys  Communications,  Inc.
(Nasdaq:  PRMS),  today  announced  that its board of  directors  has  adopted a
stockholder  rights plan designed to protect the long-term  value of the company
for its stockholders during any future unsolicited acquisition attempt.

         The plan is designed to give  Premisys'  board of directors  sufficient
time to study and  respond to an  unsolicited  tender  offer or other  attempted
acquisition.  Adoption  of the  plan was not made in  response  to any  specific
attempt to acquire  Premisys  or its  shares,  and  Premisys is not aware of any
current efforts to do so.

         In  connection  with the plan,  the board  declared a  dividend  of one
preferred  share  purchase  right for each share of the  company's  common stock
outstanding  on October 5, 1998 (the  "Record  Date") and further  directed  the
issuance of one such right with  respect to each share of the  company's  common
stock that is issued after the Record Date, except in certain circumstances. The
rights will expire on September 18, 2008.

Premisys Communications, Inc. Adopts Stockholder Rights Plan.

         The rights are  initially  attached to the  company's  common stock and
will not trade separately. If a person or a group acquires 20 percent or more of
the company's common stock (an "Acquiring Person"), or announces an intention to
make a tender offer for the  company's  common stock the  consummation  of which
would result in a person or group becoming an Acquiring Person,  then the rights
will  be  distributed  (the  "Distribution  Date")  and  will  thereafter  trade
separately from the common stock.

         Upon the Distribution  Date, each right may be exercised for 1/100th of
a share of a newly designated Series A Junior  Participating  Preferred Stock at
an exercise price of $80.00. The preferred stock has been structured so that the
value of 1/100th of a share of such preferred  stock will  approximate the value
of one share of common stock.

         Upon a person  becoming  an  Acquiring  Person,  holders  of the rights
(other than the Acquiring  Person) will have the right to acquire  shares of the
company's  common  stock at a  substantially  discounted  price,  in lieu of the
preferred stock.

         Additionally,  if after the Distribution  Date, the company is acquired
in a merger or other business  combination,  or 50 percent or more of its assets
are sold in a transaction with an Acquiring Person, the holders of rights (other
than the Acquiring Person) will have the right to receive shares of common stock
of the acquiring corporation at a substantially discounted price.

         After a person has become an Acquiring  Person,  the company's board of
directors may, at its option,  require the exchange of outstanding rights (other
than those held by the Acquiring  Person) for common stock at an exchange  ratio
of one share of the company's common stock per right.

Premisys Communications, Inc. Adopts Stockholder Rights Plan.

         The board also has the right to redeem  outstanding  rights at any time
prior to the Distribution Date (or later in certain circumstances) at a price of
$0.001 per right.  The terms of the rights,  including  the period to redeem the
rights, may be amended by the board in certain circumstances.

         In connection  with the adoption of its  stockholder  rights plan,  the
Board of Directors also amended two provisions of the company's bylaws.  Special
meetings of the company's stockholders may now only be called by the Chairman of
the Board,  the Chief Executive  Officer,  the President or by a majority of the
Board of Directors. Additionally, vacancies on the Board of Directors may now be
filled until the next annual  meeting of  stockholders  only by majority vote of
the directors then in office.

About Premisys

         Premisys  Communications,   Inc.  designs,   manufactures  and  markets
integrated access products for  telecommunications  service providers.  Premisys
pioneered the integrated  access  equipment  market with the introduction of the
Integrated Multiple Access  Communications Server ("IMACS") products in December
1991. The IMACS products are designed to enable public carriers to provide their
business  customers  with  flexible,   cost-effective  and  reliable  access  to
telecommunications  services.  Premisys'  principal offices are located at 48664
Milmont Drive, Fremont, California 94538, its telephone number is (510) 353-7600
and its world wide web address is premisys.com.

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