[LETTERHEAD OF NEWBRIDGE] Newbridge Networks Corporation 600 March Road P.O. Box 13600 Kanata, Ontario, Canada K2K 2E6 Peter Nadeau TEL: (613) 599-3600 ext.: 1020 FAX: (613) 599-3672 November 12, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Newbridge Networks Corporation Registration Statement on Form S-4 (No. 333-88763) - -------------------------------------------------- Ladies and Gentleman: Pursuant to Rule 477 of the Securities Act of 1933, Newbridge Networks Corporation (the "Registrant") hereby applies to have the above-referenced Registration Statement (the "Registration Statement") withdrawn. Pursuant to the Registration Statement, the Registrant proposed to register an aggregate of 19,253,660 shares of common stock (the "Shares") for issuance pursuant to an Agreement and Plan of Merger (the "Agreement"), dated June 22, 1999, as amended, among Stanford Telecommunications Inc. ("Stel"), the Registrant and Saturn Acquisition Corporation, a wholly-owned subsidiary of the Registrant. The Registrant and Stel have renegotiated the Agreement as of November 10, 1999 to restructure the transaction as an all cash merger in which the Registrant will purchase all of the outstanding shares of common stock of Stel for U.S.$34.22 in cash per share. Therefore, the Registrant will not be issuing the Shares to the Stel stockholders as provided under the original Agreement. No securities have been sold under the Registration Statement and all activity in pursuit of the subject offering has been discontinued. Accordingly, we hereby request that an Order granting the withdrawal of the Registration Statement be issued by the Commission as soon as possible. Please contact Christina L. Vail of Heller Ehrman White & McAuliffe at 650-324- 7187 if you have any questions regarding the withdrawal of the Registration Statement. Yours truly, /s/ Peter Nadeau Peter Nadeau Corporate Vice President, General Counsel