<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                         _____________________________
                                       
                                   FORM 10-K
(Mark One)

        /X/  Annual report pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934 for the fiscal year ended October 31, 1998

                                       OR

        / /  Transition report pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934 for the transition period from
             ______________________ to ______________________.

                            Commission File No. 0-1424


                        ADC Telecommunications, Inc.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)

               Minnesota                                  41-0743912
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    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization                    Identification No.)

         12501 Whitewater Drive
         Minnetonka, Minnesota                               55343
----------------------------------------         ------------------------------
(Address of principal executive offices                   (Zip Code)

       Registrant's telephone number, including area code:  (612) 938-8080

        Securities registered pursuant to Section 12(b) of the Act:  None

<TABLE>
<S>                                                                 <C>
     Securities registered pursuant to Section 12(g) of the Act:    Common Stock, $.20 par value
                                                                    Common Stock Purchase Rights
</TABLE>

     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days. 
     /X/ Yes  / /  No

     The aggregate market value of voting stock held by nonaffiliates of the 
registrant, as of December 23, 1998, was approximately $4,340,539,594 (based on 
the last sale price of such stock as reported by the Nasdaq Stock Market 
National Market).

     The number of shares outstanding of the registrant's common stock, $0.20 
par value,  as of December 23, 1998, was 135,113,707.

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained 
herein, and will not be contained, to the best of registrant's knowledge, in 
definitive proxy or information statements incorporated by reference in Part 
III of this Form 10-K or any amendment to this Form 10-K. / /

                        DOCUMENTS INCORPORATED BY REFERENCE

     The information required by Part II of this Form 10-K is incorporated
herein by reference to portions of the Company's Annual Report to Shareholders
for the fiscal year ended October 31, 1998.  The information required by Part
III of this Form 10-K is incorporated by reference to portions of the Company's
definitive proxy statement for its 1999 Annual Meeting of Shareholders to be
filed with the Securities and Exchange Commission on or before February 24,
1999.

<PAGE>
                                     PART I

ITEM 1.   BUSINESS

     ADC Telecommunications, Inc. ("ADC" or the "Company") is a leading 
global provider of hardware and software systems and integrated solutions 
that enable customers to build and upgrade their communications networks to 
support increasing user demand for voice, video and Internet/data services.  
ADC's mission is to extend its leadership as a global supplier of systems and 
solutions that enable communications service providers to serve their 
customers with high-bandwidth connections.  These systems and solutions are 
used by communications service providers to offer faster, cost-effective and
integrated voice, video and Internet/data services in the local loop.  The 
local loop is the last mile of the communications network that runs from the 
local service providers' offices through the network equipment that connects 
to the end-user's residence or business.

     Telephone companies, cable TV operators, wireless network providers and 
other communications service providers are building the infrastructure 
required to offer high-speed Internet access, data, video, telephony, and 
other interactive multimedia services to residential and business customers.  
The last mile of the communications network is expected to be the fastest 
growing area for future communications equipment spending by communications 
service providers.

     The Company's products include hardware and software systems and 
integrated solutions which the Company categorizes in the following four 
groups:

     -    Broadband Connectivity Group;

     -    Business Broadband Group;

     -    Residential Broadband Group; and

     -    Integrated Solutions Group.

     Broadband Connectivity products are designed for use in twisted-pair, 
coaxial, fiber optic or wireless transmission networks. These products 
provide the physical contact points for connecting different communications 
system components and gaining access to communications system circuits.  As a 
result of these connections, customers can install, test, monitor, manage, 
reconfigure, split and multiplex these circuits in the local loop portion of 
global public and private networks.  Broadband Connectivity products are sold 
to both public and private global service providers.

     Business Broadband products enable telephone companies to deliver voice, 
video and Internet/data services to their business customers.  These products 
include transport and access systems that are used to deliver these services 
over both copper and fiber networks.

     Residential Broadband products include digital transport systems that 
enable cable TV operators to transport high-speed digital signals for two-way 
voice, data, Internet and video services to homes.  These services are 
delivered using fiber-optic and hybrid fiber/coaxial systems.

     The Integrated Solutions products include consulting, software and 
systems integration services to aid customers in integrating ADC and other 
complementary products in communications networks.  ADC provides services and 
software primarily to telephone operating companies, cable TV operators, 
other communications common carriers and users of private communications 
networks.  Software products include ADC Metrica performance management 
software, ADC NewNet intelligent network and messaging software and 
SoftXchange-TM- network management software.

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     The Company's customers include:  public network providers, Regional 
Bell Operating Companies (RBOCs), post telephone and telegraph companies 
(PTTs), other telephone companies, long distance carriers, wireless service 
providers, cable TV operators, Internet service providers and other 
international and domestic public network providers; private and governmental 
network providers (such as various large business customers and governmental 
agencies); and communications original equipment manufacturers (OEMs).

     As used in this report, unless the context otherwise requires, the terms 
"Company" and "ADC" refer to ADC Telecommunications, Inc. and its wholly 
owned and majority owned subsidiaries; 1996, 1997 and 1998 refer to the 
Company's fiscal years ended October 31, 1996, 1997 and 1998, respectively; 
and 1999 refers to the Company's fiscal year ending October 31, 1999.

INDUSTRY BACKGROUND

     Since the Company entered the communications equipment industry in the 
1970s, the industry has grown and changed substantially.  The factors driving 
this growth and change consist primarily of the following:  increased demand 
for new, higher speed, higher capacity services such as Internet access, 
digital video and advanced wireless services; continuous technological 
development; the convergence of all voice, Internet/data and video network 
traffic into integrated multimedia services over public and private networks; 
and a changing regulatory and competitive environment.  The Company believes 
that these trends will continue to drive changes in the communications 
equipment industry for the foreseeable future.

     Increased demand for new, higher-speed, higher-capacity services such as 
Internet access, digital video and advanced wireless services has in turn 
resulted in substantial demands on network infrastructure over the past 
decade. Networks increasingly are required to transmit large volumes of data 
and video for the purpose of communicating information, conducting business 
and delivering entertainment.  In addition, both public and private network 
customers are requesting the convergence of their voice, Internet/data and 
video traffic into integrated multimedia services transmitted over one 
network.  Such demands have prompted the development and use of "broadband" 
networks, which feature the improved reliability and increased speed of 
transmission generally required for data and video transmission over the 
network.  Specifically, the industry term "broadband" refers to all 
transmission speeds of T1 (1.544 million bits per second) and higher.  Growth 
in broadband network applications has resulted in increased infrastructure 
investment by network operators in order to expand network capacity and 
provide new applications and services to meet users' needs.

     Several important technological developments have spurred the evolution 
of the communications equipment industry.  One important technological change 
has been the deployment of fiber-optic transmission systems.  In a fiber- 
optic system, lasers transmit voice, Internet/data and video traffic in the 
form of analog or digital coded light pulses through glass fibers.  The 
increasing shift to fiber-optic transmission systems has been principally due 
to the ability of fiber optics to carry large volumes of information at high 
speeds, its insensitivity to electromagnetic interference and the high 
transmission quality made possible by the physical properties of light.  As 
technologies such as Synchronous Optical NETwork (SONET), Dense Wavelength 
Division Multiplexing (DWDM) and 1550 nanometer laser transmission 
technologies have evolved over the last several years, the capacity of 
fiber-optic systems to transport information has increased significantly.

     The development of cost-effective digital technology has also allowed 
greater capacity (or speed) in network transmission and has resulted in an 
increasing trend over the past decade to replace analog technology in copper, 
fiber and wireless transmission networks.  In analog technology, information 
is converted to a voltage or current wave form for processing or 
transmission.  In digital technology, information is converted to digital 
bits and then processed or transmitted using computer-based components.  
High-speed digital technology developments such as SONET, cell-based 
Asynchronous Transfer Mode (ATM) and Orthogonal Frequency Division 
Multiplexing (OFDM) modulation technologies have enabled network providers to 
transmit increasing amounts of data and video communications.

     Another important technological change in the communications marketplace 
is the use of integrated circuits in both public and private communications 
networks, facilitating significantly more complex networks.  Network 


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<PAGE>

equipment utilizing integrated circuits is increasingly performing the 
high-speed switching, network performance monitoring, network management, 
information compression, data translation and other complex functions 
required to address expanding users' needs.

     More recently, wireless technology developments have had an impact on 
the communications equipment industry.  There has been substantial growth in 
wireless communications such as cellular telephone services and 
satellite-based services, Personal Communications Services (PCS) 
communications, Multichannel Multipoint Distribution Services (MMDS) and 
Local Multipoint Distribution Services (LMDS) for wireless cable services and 
wireless data and paging services.  This growth has been driven by the 
convenience of mobility and the limits of wireline infrastructure.  In 
particular, in countries without reliable or extensive wireline systems, 
wireless service could ultimately provide the primary service platform for 
both mobile and fixed communications applications, because of the potential 
savings in installation time and cost.  The Company believes that in future 
years the continuing development of wireless communications technology could 
substantially extend the reach of current communications networks.

     Finally, over the last three years, Digital Subscriber Line (DSL) 
technology and Digital Loop Carrier (DLC) technology advancements have 
resulted in a resurgence of copper-based transmission of high bandwidth 
services to business customers.  The Company believes that in future years 
the continuing development of DSL and DLC technologies could enable network 
providers to transport residential broadband services over copper-based 
systems in certain applications.

     The evolution in technology and user needs has been accompanied by 
changes in the domestic and international regulatory environment.  Since the 
consent decree resulting in the divestiture of the AT&T regional operating 
companies in 1984, the RBOCs have been prevented from manufacturing equipment 
for use in communications networks.  As the RBOCs have embarked on aggressive 
expansion plans, significant opportunities have been created for independent 
communications equipment manufacturers such as the Company.

     In February 1996, the U.S. Congress enacted the Telecommunications 
Reform Act of 1996 (the "Telecommunications Act"), which opened competition 
for local loop access services to local telephone operators, long distance 
telephone companies, cable TV companies, electric utilities and potentially 
others.  The Telecommunications Act represents a fundamental change from the 
Communications Act of 1934, which governed the U.S. telephone industry 
structure prior to 1996 and which protected franchised monopolies in local 
telephone service.  The Telecommunications Act also allows the RBOCs to 
provide long distance service and manufacture communications equipment under 
certain circumstances, another significant change from the 1984 consent 
decree which required divestiture of the AT&T regional operating companies.  
The objective of the Telecommunications Act is to reduce regulation and 
stimulate competition in communications services, which in turn is expected 
to result in more rapid introduction of new technologies and services, better 
quality of service, a broader range of service options, lower costs to 
consumers and stimulation of the overall economy through an improved 
information system infrastructure.  The Company believes that Congress 
intended for the competition among service providers to be both 
services-based (I.E., the service provider buys and resells bandwidth) and 
equipment-based (I.E., the service provider also operates the equipment).

     Since the passage of the Telecommunications Act, the Federal 
Communications Commission and the federal courts, as well as various state 
governments and agencies, have initiated efforts to define and establish 
rules for implementation of the new law.  Although implementation of the 
Telecommunications Act and the intended increase in competition has begun, 
there have been a number of delays and continuing uncertainties. The Company 
believes that the impact of the Telecommunications Act in reducing regulation 
of and increasing competition in the U.S. communications industry will 
take a number of years to unfold.

     Outside the United States, the communications equipment market has also 
expanded and changed significantly in recent years, as network users have 
increasingly demanded access to voice, Internet/data and video communications 
capabilities.  Many countries without reliable or extensive wireline systems 
are seeking to develop and enhance their communications infrastructure.  This 
growth in demand for network services and infrastructure has been accompanied 


                                      -4-
<PAGE>

by changes in the international regulatory environment.  In many countries, 
government operated communications monopolies are being converted to private 
network services providers, and competition among such carriers is expected 
to intensify.  Policies of deregulation and privatization are currently being 
followed in many countries, and these policies increase opportunities for 
independent companies to supply products and services within both public 
telephone system and private network markets for voice, Internet/data and 
video communications.

     The Company believes that "broadband global networking," or the emerging 
series of worldwide broadband networks, represents a key enabling capability 
for meeting the information needs of network users.  The addition of 
high-speed Internet/data and video traffic has driven the need for broadband 
infrastructure and has enabled the creation of a wide range of new 
applications, including broadband Internet access and e-mail, video on 
demand, electronic commerce, distance learning, telecommuting, telemedicine 
and high-speed imaging such as remote medical imaging.  Although these  
broadband networks have tremendous potential, bottlenecks are a frequent 
problem in the local loop portion of the networks.  The Company believes that 
there is a large and growing market for products that can unlock the capacity 
of the local loop by eliminating bottlenecks in the last mile of the 
communications network.

STRATEGY

     ADC's strategy is to capitalize on opportunities in the evolving global 
communications market by providing hardware and software systems and 
integrated solutions for its customers' voice, Internet/data and video 
communications networks, primarily within the local loop or "last mile" of 
the communications network.  ADC's broad range of products addresses key 
areas of the communications network infrastructure, and these products are 
used to connect physical networks, access network services, transport network 
traffic and manage networks.  ADC's many product offerings address the 
diverse needs of its customers within the local loop, including the RBOCs, 
PTTs, other telephone companies, long distance carriers, wireless service 
providers, cable TV operators, other public network providers, private 
network providers and communications OEMs.

     Key components of the Company's strategy include:

     -    FOCUS ON BROADBAND LOCAL LOOP OPPORTUNITIES.  In recent years,
          broadband requirements for both public and private networks have grown
          significantly.  In the public network local loop market, broadband
          deployment has been driven by incumbent and competitive local exchange
          carriers and cable TV operators seeking to establish the 
          infrastructure required to offer high-speed, integrated multimedia
          Internet access, data, video, telephony and other multimedia
          interactive services to residential and business customers over a
          single network.  In addition, both residential and business customers
          are driving network requirements in the last mile by increasingly
          demanding advanced wireless services.  The Company believes that the
          local loop presents some of the greatest market growth opportunities
          and customer needs in the communications equipment industry today, and
          ADC is focusing its development and marketing resources on products
          that will "unlock the capacity of the local loop" by eliminating
          bottlenecks and increasing the speed and efficiency in the last mile
          of the network.  ADC offers a broad line of communications equipment
          that addresses customers' network needs in the local loop.  In
          addition, through a combination of internal core competency
          development and external acquisition and partnering activities, ADC
          has grown its systems integration and network management capabilities
          to the level required to offer customers much more integrated,
          end-to-end solutions to their network needs.

     -    LEVERAGE TECHNOLOGICAL CAPABILITIES ACROSS PRODUCT GROUPS.  ADC has
          developed substantial expertise in fiber optic, broadband copper,
          video, wireless and broadband network management technologies,
          software and systems integration services.  The Company has built
          these core competencies through internal development, acquisitions,
          joint ventures and technology licensing arrangements.  ADC's strategy
          is to leverage these core competencies across its product groups in
          order to develop new product architectures and network management
          tools for its customers' evolving voice, Internet/data and video
          network needs in various market areas.  For example, the Company


                                      -5-
<PAGE>

          believes its recent acquisition of Teledata Communications Ltd.
          ("Teledata") will permit ADC to develop a broadband digital loop
          carrier system using ADC's voice, video and Internet/data technologies
          and Teledata's digital loop carrier technologies for both the U.S. and
          international markets.

     -    EXPAND INTERNATIONAL PRESENCE.  ADC believes that significant growth
          in the communications equipment market will occur outside the United
          States as a result of deregulation and the need of many foreign
          countries to substantially expand or enhance their communications
          services.  ADC's strategy is to expand its international presence by
          increasing its international sales and marketing resources, leveraging
          its existing customer relationships, developing additional
          international distribution channels and seeking strategic alliances
          and acquisitions. A number of ADC's subsidiaries and several of its
          strategic alliance partners have their principal operations or markets
          outside the United States.

     -    SUPPLEMENT INTERNAL DEVELOPMENT EFFORTS WITH STRATEGIC ACQUISITIONS
          AND ALLIANCES.  Because of the dynamic nature of the communications
          equipment industry, ADC has sought and intends to continue to seek
          acquisitions and alliances that will: (i) add key technologies that
          ADC can leverage across its businesses, (ii) broaden its product
          offerings, (iii) permit the Company to enter attractive new markets
          and (iv) expand or enhance its distribution channels.  During 1998,
          ADC announced the following acquisitions:  (a) Teledata, a supplier of
          advanced wireline and wireless customer access network equipment for
          telephone operating companies; (b) W.E. Tech, Inc. ("W.E. Tech"), a
          provider of systems integration services; (c) Princeton Optics, a
          supplier of fiber optic components; (d) Hadax Electronics, Inc., a 
          company with remote network test and access products and technology; 
          and (e) TeleProcessing Products, Inc. ("TPI"), a provider of service 
          access solutions for business broadband applications.

     The ability of the Company to implement its strategy effectively is 
subject to many uncertainties, and there can be no assurance of any future 
results of the Company's activities.

PRODUCT GROUPS

     The Company's systems and integration solutions are divided in four 
groups: (1) Broadband Connectivity; (2) Business Broadband; (3) Residential 
Broadband; and (4) Integrated Solutions.  Each of these groups is described 
below.

BROADBAND CONNECTIVITY

     Broadband Connectivity products are designed for use in twisted-pair, 
coaxial, fiber optic or wireless transmission networks and are sold to both 
public and private global service providers.  ADC's broadband connectivity 
products provide the physical contact points for connecting different 
communications system components and gaining access to communications system 
circuits for the purpose of installing, testing, monitoring, managing, 
reconfiguring, splitting and multiplexing such circuits within global public 
and private networks, generally in the local loop portion of such networks. 
Broadband Connectivity products include network access/connection devices for 
twisted-pair and coaxial networks, network access/connection devices for 
fiber optic networks, modular fiber optic cable routing systems, outside 
plant cabinets and other enclosures, and wireless infrastructure equipment 
and subsystems.  The Company's Broadband Connectivity products are sold to 
the RBOCs, other telephone companies, long distance carriers, other public 
network providers (including cable TV operators and wireless service 
providers), international network operators, private network providers and 
communications OEMs.

     JACKS, PLUGS, PATCH CORDS, JACKFIELDS AND PATCH BAYS.  Jacks and plugs 
are the basic components used to gain access to copper communications 
circuits for testing and maintenance.  Patch cords are wires or cables with a 
plug on each end.  ADC incorporates its jacks, plugs and patch cords into its 
own products and also sells them in component form, primarily to OEMs.  A 
jackfield is a module containing an assembly of jacks wired to terminal 
blocks or 


                                      -6-
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connectors and used by communications companies to gain access to copper 
communication circuits for testing or patching the circuits.  When testing a 
large number of circuits, series of jackfields are combined in specialized 
rack assemblies called patch bays.  ADC manufactures a range of jackfields 
and patch bays in various configurations.  Certain of these jackfields are 
specialized for use in audio and visual transmission networks in the 
broadcast industry.

     DSX PRODUCTS.  ADC manufactures digital signal cross-connect (DSX) 
modules and bays, which are jackfields and patch bays designed to gain access 
to and cross-connect digital copper circuits for voice, data and video 
transmission. Since the introduction of DSX products in 1977, the Company has 
continued to expand and refine its DSX product offerings.  The Digital 
Distribution Point (DDP) family of products within the DSX product group are 
mechanical alternatives to hard-wiring equipment used for cable management 
and circuit access with software based, electronic digital cross-connect 
systems.  With the acquisition of Hadax Electronics, ADC has added remote 
test access capability to its DSX products.  This capability enables service 
providers to monitor high capacity circuit performance at unstaffed sites 
such as carrier collocation points.

     TERMINAL BLOCK AND FRAME PRODUCTS.  ADC manufactures a wide variety of 
terminal blocks which are molded plastic blocks with contact points used to 
facilitate multiple wire interconnections.  The Company's cross-connect 
frames are terminal block assemblies used to connect the external wiring of a 
communications network to the internal wiring of a telephone operating 
company central office or to interconnect various pieces of equipment within 
a telephone company central office or at a customer's premises.

     VIDEO SIGNAL DISTRIBUTION PRODUCTS.  ADC's series of Video Signal 
Distribution (VSD) products are designed to meet the unique performance 
requirements of Radio Frequency (RF) video transmission over coaxial cable. 
This product family includes a series of splitter/combiner panels, a series 
of video jacks and panels which monitor, patch and provide a test access 
point and an analog video interface system panel designed for on-demand 
testing.

     FIBER OPTIC PATCH CORDS.  Fiber optic patch cords are functionally 
similar to copper patch cords and are the basic components used to gain 
access to fiber communications circuits for testing, maintenance, 
cross-connection and configuration purposes.  The Company's LightTracer-TM- 
fiber optic patch cords provide immediate identification of fiber optic 
connections.  ADC's new LX.5 fiber connector doubles the capacity of fiber 
termination equipment by allowing two fibers to fit into the standard SC 
adapter footprint.  The Company incorporates its fiber optic patch cords and 
cable assemblies into its own products and also sells them in component form.

     FIBER DISTRIBUTION FRAMES.  The Company's fiber distribution panels and 
frames are functionally similar to copper jackfields and frames designed with 
special considerations of fiber optic properties.  They also provide 
interconnection points between fiber optic cables entering a building and 
fiber optic cables connected to fiber optic equipment within the building.

     FIBER OPTIC COMPONENTS.  ADC's Australian subsidiary, AOFR Pty. Ltd., 
sells fiber optic couplers which are passive connection devices used in fiber 
optic transmission systems.  Fiber optic couplers, which include optical 
splitters and wavelength division multiplexers, enable efficient and 
cost-effective deployment of broadband networks.  ADC also sells Dense 
Wavelength Division Multiplexing (DWDM) components such as splitters and 
multiplexers which are designed with special considerations of fiber optic 
properties.  These products increase the channel capacity of fiber optic 
cabling systems in multiples of four.  ADC currently is selling four-channel 
and eight-channel components and has recently introduced 16-channel and 
32-channel components.  ADC's acquisition of Princeton Optics broadened ADC's 
optic components product line by adding optical isolators and circulators and 
related technology.  Isolators function as one-way optical check valves that 
protect lasers and other elements from reflective light. Circulators are 
devices that carry a light signal from one port to the next in the forward 
direction only.

     OTHER FIBER OPTIC PRODUCTS.  The Company's FiberGuide-Registered 
Trademark-system is a modular routing system which provides a segregated, 
protected method of storing and routing fiber patch cords and cables within 
buildings.


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     WIRELESS INFRASTRUCTURE EQUIPMENT AND SUBSYSTEMS.  ADC designs, 
manufactures and markets radio frequency (RF) filters, SMARTop-TM- tower-top 
amplifiers and other wireless base station and subscriber equipment 
components and subsystems through its ADC Solitra Oy subsidiary located in 
Finland.  These products are sold primarily to wireless OEMs.

     BROADBAND SOFTWARE INFRASTRUCTURE MANAGEMENT  SOLUTIONS.  ADC has 
developed a number of software products which provide management of fiber 
optic infrastructure connectivity, geographical tracking of equipment, cables 
and other network elements in the telephone company central office, cable TV 
company headend and outside plant portion of those networks.

     CITYWIDE-TM- PRODUCTS.  The Company's family of CityWide wireless 
systems products includes the CityCell-Registered Trademark- and 
CityLink-Registered Trademark- wideband digital microcells and repeaters for 
adding and extending cellular communication coverage, both out-of-doors and 
in-building.  The CitySector-Registered Trademark- microcell is a sectorized 
microcell offering 25 to 100 watts of RF power per sector.  CityWide products 
are transparent to analog or digital modulation, and products have been 
commercially deployed by five of seven major U.S. cellular network providers. 
The Company's analog wideband CityCell microcell utilizes T1 copper 
transport rather than fiber transport.  The Company has under development PCS 
versions of its CityRFX-Registered Trademark- cellular indoor antenna 
distribution systems.  The Company also offers advanced intelligent network 
solutions for its CityWide product family with the CityLink CDMA and GSM 
repeaters as well as other GSM system products.

BUSINESS BROADBAND PRODUCTS

     Business Broadband products enable carriers to deliver voice, 
Internet/data and video services to their business customers.  Products 
include Loop Transport Platforms (including Soneplex-Registered Trademark- 
and Cellworx-TM- products) as well as a broad family of public access devices 
(including the Kentrox family of DSU/CSUs and ATM access concentrator 
products, EZT1/EZT3-TM- multiplexers and Opera and ICX Integrated Access 
Devices).  Business Broadband products also include internetworking products 
and data network management equipment.

     SONEPLEX AND CELLWORX PRODUCTS.  Soneplex is a carrier-class, 
intelligent loop access platform enabling Incumbent Local Exchange Carriers 
and Competitive Local Exchange Carriers to deliver T1/E1-based services over 
copper or fiber facilities.  Soneplex integrates functions and capabilities 
that reduce a carrier's capital and operating costs of delivering T1/E1-based 
services. Cellworx represents a next-generation OC-12/48 SONET/SDH transport 
product which integrates ATM and SONET/SDH technologies.  Where Soneplex is 
centered on T1/E1-based service delivery, Cellworx is a broad-based service 
delivery infrastructure product aimed at reducing a carrier's capital and 
operating costs of delivering the full range of high speed to low speed 
services over copper or fiber facilities.

     In late 1998, ADC received its first international order for its new 
Cellworx-TM- Service Transport Node (STN) from Dual Zentrum, a value-added 
network integrator that has agreed to distribute Cellworx in the eastern part 
of Germany.  Cellworx, which is currently being tested in three separate 
trials in the United States, is expected to reduce broadband service delivery 
costs substantially compared to costs incurred in using existing SONET and 
ATM products. Cellworx uses ATM technology to deliver and aggregate voice, 
video and Internet/data traffic over SONET fiber ring architectures.  Like 
Soneplex, Cellworx extends communications services over fiber and copper 
facilities using HDSL and ADSL.

     CUSTOMER LOCATED AND CUSTOMER PREMISE DEVICES.  ADC's Business Broadband 
products include Customer Located Devices (which are part of the carrier's 
network) as well as Customer Premise Devices (which are owned by the 
carrier's business customer).  These stand-alone products can work in 
conjunction with Soneplex or Cellworx or with other vendors' transport 
systems.  They include T1/E1 multiplexers (offering a variety of voice, data 
and video interfaces), T3/E3 multiplexers and ATM access concentrators.

     PUBLIC NETWORK ACCESS EQUIPMENT.  The Company manufactures a family of 
Channel Service Unit (CSU) and Data Service Unit (DSU) products which are 
used to digitally interconnect the public network and the private network.  


                                      -8-
<PAGE>

This equipment monitors circuits and provides system protection and other 
network management functions.  Certain of these products also enable the 
customer to test the performance of its voice network and allow connection of 
voice, data and video circuits.  These products support T1, T3 (44.6 million 
bits per second) and OC3 (155 million bits per second) services and a variety 
of data protocols, including Frame Relay, Switched Multi-megabit Data Service 
(SMDS), ATM, ISDN, HDSL and the Internet protocols.  The Company's AAC-1-TM- 
and AAC-3-TM- ATM access concentrators adapt, aggregate, multiplex and manage 
all voice, data and video signals in various speeds, technologies and 
protocols for transport over T1, E1, T3 and E3 speed ATM networks.  The 
Company sells several remote access and routing products, some of which are 
specifically designed for Internet access.  The Company has entered into 
agreements with other ATM equipment suppliers providing for the joint 
marketing of and integration of ADC's ATM adaptation and concentration 
technologies into the ATM switching and routing products manufactured by such 
companies.  The Company's EZT, ICX and Opera products support a wide range of 
customer interfaces and applications which enable service providers to 
deliver many network services simultaneously in a cost-effective manner.

     INTERNETWORKING PRODUCTS.  Internetworking products include fiber optic 
backbones used to transport high speed multiple voice, data and video signals 
simultaneously over private networks and link Local Area Networks (LANs), 
mainframes, minicomputers, personal computers, telephone systems and video 
equipment with diverse protocols within private networks or over the public 
network; intelligent wiring hub products which interconnect workstations, 
personal computers and terminals, utilizing many different LAN protocols and 
types of cables; and network management systems.

     PATCHSWITCH SYSTEM AND PATCHMATE-TM- MODULE.  The Company's PatchSwitch 
system is a data network management product which provides access to and 
monitors, tests and reconfigures digital data circuits and permits local or 
remote switching to alternate circuits or backup equipment.  This system is 
modular, permitting the user to select and combine the particular functions 
desired in a system.  The PatchMate module is a manually operated 
electromechanical device used to gain access to the network in order to 
monitor, test and reconfigure digital data circuits.

RESIDENTIAL BROADBAND PRODUCTS

     Residential Broadband products offer digital transport systems that 
enable cable TV operators to economically transport high-speed digital 
signals for two-way voice, video and Internet/data services to residences and 
businesses, primarily through the Company's Homeworx-TM- access transport 
platform and DV6000-TM- system.  Residential Broadband products also include 
equipment manufactured and supplied by ADC's Teledata subsidiary.

     HOMEWORX ACCESS TRANSPORT PLATFORM.  The Homeworx system has been 
designed for deployment on video-only, telephony-only and integrated video, 
telephony and data broadband networks provided by telephone operating 
companies, cable TV operators and other communications common carriers.  
Homeworx access transport platform utilizes Hybrid Fiber Coax (HFC) 
technology.

     On November 30, 1998, ADC and Cisco Systems ("Cisco") announced an 
alliance to develop Internet Protocol (IP) telephony and data products for 
cable TV operators using ADC's Homeworx-TM- system and Cisco's NetWorks 
Internet technologies.  ADC and Cisco are also jointly developing products 
for the delivery of digital video and advanced data services.  These products 
will combine ADC's DV6000-TM- video transmission system and EtherRing-TM- 
data transmission system with Cisco's networking products and technologies, 
including the Cisco 12000 Gigabit Switch Router, the Catalyst 8500 Switch 
router and Cisco's family of Universal Broadband Routers.

     DV6000-TM- AND OTHER FIBER VIDEO DELIVERY EQUIPMENT.  The Company's 
DV6000 system transmits a variety of signal types using a high-speed, 
uncompressed digital format (at speeds up to 10 billion bits per second, with 
capacity of up to 64 channels) over fiber in the super trunking portions of 
broadcast and interactive video networks.  The Company also designs a line of 
870 MHZ analog fiber optics transmitter and node products for the cable TV 
industry.  These products are being widely deployed in the US and around the 
world by cable TV operators who are upgrading their plant to carry the full 
suite of two-way service over Hybrid Fiber/Coaxial plant, including digital 
interactive video, Internet/data and voice.


                                      -9-
<PAGE>

     TELEDATA PRODUCTS.  In November 1998, ADC acquired Teledata.  Teledata's 
products enable telephone operating companies to enhance the capacity, reach 
and functionality of the local loop.  Teledata's product portfolio currently 
consists of a family of digital loop carriers and wireless local loop access 
solutions.  Teledata's digital loop carriers  include the following:  the 
BroadAccess-TM- family of compact and flexible future generation DLCs, which 
provide voice and data services for digital networks of clusters of 60 to 480 
subscribers and consist of the DCS-30 (formerly known as the TDLC 30), the 
DCS-20F and the DCS-20T; the DCS-20E multiplexer and cross-connect system 
that allows telephone operating companies to connect from 120 to 480 
subscribers to the local exchange; the TIMUX access multiplexer that enables 
the connection of groups of 30 to 150 subscribers to the local exchange; and 
the CTLOOP digital "pair-gain" system that allows the connection of groups of 
up to 10 subscribers to the local exchange without additional investment in 
infrastructure.  The ERC digital wireless local loop point to multi-point 
system connects up to 960 subscribers using base stations, each of which 
serves subscribers within a 50 kilometer radius.

     WIRELESS CABLE AND BROADCAST TV TRANSMISSION EQUIPMENT. The Company 
supplies the products to wireless cable and TV broadcast market through its 
ITS subsidiary.  ITS designs and manufactures television transmission 
products for these markets, including transmitters, combiners, back-up 
equipment and antennas to wireless cable operators for MMDS.  ITS's wireless 
products have enabled ADC to leverage the Homeworx platform into other 
residential broadband applications.

INTEGRATED SOLUTIONS

     ADC provides services that integrate both ADC and other complementary 
products in communications networks.  ADC also supplies systems integration 
and network management software.

     SYSTEMS INTEGRATION SERVICES.  Systems integration services consist of 
project management, technical consulting and design, implementation, 
reliability, performance and training services.  System integration services 
support ADC as well as multi-vendor solutions.  The Company provides its 
systems integration services and software primarily to telephone operating 
companies, cable TV companies, other common carriers and users of private 
communications networks.  In 1998, ADC acquired W.E. Tech in order to expand 
its systems integration services business in North America.

     SYSTEMS INTEGRATION PRODUCTS.  ADC's systems integration products 
consist of multimedia systems designed for integrated voice, Internet/data 
and video applications, including distance learning, business, medical and 
government networks.  These products are sold primarily to telephone 
operating companies, cable TV operators, other communications common carriers 
and users of private telecommunications networks. ADC also provides 
SoftXchange-TM- network management software and operations and business 
support system services.

     WIRELESS PERFORMANCE AND NETWORK MANAGEMENT SOFTWARE.  Through ADC's 
London-based subsidiary, ADC Metrica, the Company designs and sells 
communications network performance management software.  ADC Metrica's 
software platforms are used in the infrastructure management systems of 
wireless and wireline public network operators throughout the world.

     INTELLIGENT NETWORK SOFTWARE.  Through ADC NewNet, a wholly owned 
subsidiary of ADC, the Company supplies intelligent network 
telecommunications software, including Signaling Systems 7 (SS7) technology 
and wireless intelligent network products (such as short messaging servers).

SALES AND MARKETING

     ADC sells its products to customers in three primary markets: (i) the 
United States public communications network market, which consists of all 
five of the RBOCs, other telephone companies, long distance carriers, 
wireless service providers, cable TV operators and other domestic public 
network providers; (ii) the private and governmental voice, data and video 
network market in the United States, such as various large business customers 
and 

                                      -10-
<PAGE>

governmental agencies that own and operate their own voice, data and video 
networks for internal use; and (iii) the international public and private 
network market.  The U.S. public, U.S. private and governmental and 
international market segments accounted for 74%, 6% and 20%, respectively, of 
the Company's net sales for the year ended October 31, 1998; 73%, 6% and 21%, 
respectively, of the Company's net sales for the year ended October 31, 1997; 
and 71%, 8% and 21%, respectively, of the Company's net sales for the year 
ended October 31, 1996.  The Company also sells product for each of these 
customer groups to communications OEMs.

     Purchases of products by public network providers and the OEMs which 
supply such companies accounted for the largest portion of the Company's net 
sales. The Company's business broadband and residential broadband 
transmission systems and broadband connectivity products for public network 
providers are primarily located in central transmission facilities (such as 
telephone company network central offices, cable TV company network 
supertrunks and headend offices, and wireless network global switching 
centers and base stations, all of which contain the equipment used in 
switching and transmitting incoming and outgoing circuits).  Increasingly, 
portions of the Company's business broadband and residential broadband 
transmission systems are located in the public network outside plant 
facilities (outside the central transmission buildings) and on customers' 
premises.  The Company's private and governmental network customers generally 
purchase the Company's enterprise-wide communications systems and public 
network access equipment for installation in the networks located at their 
premises.

     The Company also markets its products outside the United States 
primarily to telephone operating companies and cable TV operators for public 
communications networks located in Canada, Europe, the Pacific Rim, Australia 
and Central and South America.

     A majority of the Company's sales are made by a direct sales force, and 
the Company maintains sales offices throughout the United States as well as 
in Canada, Europe, the Pacific Rim, Australia and Central and South America.  
The Company's products are sold in the United States by several sales offices 
located throughout the country, as well as through dealer organizations and 
distributors.  The Company's products are sold outside the United States by 
several field sales offices and by independent sales representatives and 
distributors, as well as through United States public and private network 
providers who also distribute outside the United States.

     The Company has a customer service group that supports field sales 
personnel and is responsible for application engineering, customer training, 
entering orders and supplying delivery status information, and a field 
service engineering group that provides on-site service to customers.

RESEARCH AND DEVELOPMENT

     The Company believes that its future success depends on its ability to 
adapt to the rapidly changing communications environment, to maintain its 
significant expertise in core technologies and to continue to meet and 
anticipate its customers' needs.  The Company continually reviews and 
evaluates technological changes affecting the communications market and 
invests substantially in applications-based research and development.  The 
Company intends to continue an ongoing program of new product development 
that combines internal development efforts with acquisitions, joint ventures 
and licensing or marketing arrangements relating to new products and 
technologies from sources outside the Company.

     In recent years, increasingly significant portions of new communications 
equipment purchased by public network providers and private network customers 
have employed fiber-optic transmission, digital, integrated circuit, wireless 
and broadband copper-based technologies for residential, business and 
wireless local loop applications.  In the future, these communications 
network equipment purchasing trends will include increasingly sophisticated, 
software-intensive, switching and network management systems.  As a result, 
the Company's internal and external product development activities are 
primarily directed at the following areas:  (i) the integration of fiber 
optic technology into additional products; (ii) the continuing development of 
its Homeworx system for telephony, data and integrated video, telephony and 
Internet/data applications; (iii) the development of network systems 
software; (iv) the continuing development of its Soneplex and Cellworx 
systems for integrated voice, Internet/data and video applications; (v) the 
continuing development of wireless products; (vi) the incorporation of ATM 
technology into voice, data and video 


                                      -11-
<PAGE>

products for both public and private communications networks; and (vii) the 
addition of video compression technology to its product line.

     New product development often requires long-term forecasting of market 
trends, development and implementation of new processes and technologies and 
a substantial capital commitment.  As a result of these and other factors, 
development and customer acceptance of new products is inherently uncertain, 
and there can be no assurance that such products will be developed on a 
timely basis or achieve market acceptance.

COMPETITION

     Competition in the communications equipment industry is intense, and the 
Company believes that competition may increase substantially with the 
deployment of broadband networks and regulatory changes.  Many of the 
Company's foreign and domestic competitors have more extensive engineering, 
manufacturing, marketing, financial and personnel resources than those of the 
Company.  The Company's Broadband Connectivity products are competitive with 
products offered by several other companies, including Lucent Technologies, 
Siecor and Telect.  The Company's principal competitors in the Business 
Broadband market are Pairgain Technologies, Adtran and 3COM.  The Company's 
Residential Broadband products are competitive with the products offered by 
numerous other companies, including General Instrument, Scientific-Atlanta 
and ANTEC.  In the Systems Integration services and product market, the 
Company competes with Lucent Technologies, Nortel and Andersen Consulting.  
In addition, the Company faces increasing competition from a number of other 
smaller competitors, none of which is dominant at this time.

     The rapid technological developments within the communications industry 
have resulted in frequent changes to the Company's group of competitors.  The 
Company believes its success in competing with other manufacturers of 
communications products depends primarily on its engineering, manufacturing 
and marketing skills, the price, quality and reliability of its products and 
its delivery and service capabilities.  While the market for the Company's 
products has not historically been characterized by significant price 
competition, the Company may face increasing pricing pressures from current 
and future competitors in certain or all of the markets for its products.

     The Company believes that technological change, the increasing addition 
of Internet/data, video and other services to integrated multimedia networks, 
continuing regulatory change and industry consolidation or new entrants will 
continue to cause rapid evolution in the competitive environment of the 
communications equipment market, the full scope and nature of which are 
difficult to predict at this time.  Increased competition could result in 
price reductions, reduced margins and loss of market share by the Company.  
The Company believes industry regulatory change may create new opportunities 
for suppliers of communications equipment.  The Company expects, however, 
that such opportunities may attract increased competition from others as 
well.  In addition, the Company expects that Lucent Technologies will 
continue to be a major supplier to the RBOCs, and compete more extensively 
outside the RBOC market.  The Company also believes that the rapid 
technological changes which characterize the communications industry will 
continue to make the markets in which the Company competes attractive to new 
entrants.  There can be no assurance that the Company will be able to compete 
successfully with its existing or new competitors or that competitive 
pressures faced by the Company will not materially and adversely affect its 
business, operating results or financial condition.

MANUFACTURING AND SUPPLIES

     The Company manufactures a wide variety of products which are 
fabricated, assembled and tested in its own facilities or in subcontracted 
facilities.  In an effort to reduce costs, the Company also takes advantage 
of off-shore assembly and sourcing.  The manufacturing process for the 
Company's electronic products consists primarily of assembly and testing of 
electronic systems built from fabricated parts, printed circuit boards and 
electronic components.  The manufacturing process for the Company's 
electromechanical products consists primarily of fabrication of jacks, plugs, 
and other basic components from raw materials, assembly of components and 
testing.  The Company's sheet metal, plastic molding, stamping and machining 
capabilities permit the Company to configure components to customer 
specifications.


                                      -12-
<PAGE>

     The Company purchases raw materials and component parts, consisting 
primarily of copper wire, optical fiber, steel, brass, nickel-steel alloys, 
gold, plastics, printed circuit boards, solid state components, discrete 
electronic components and similar items, from several suppliers.  Although a 
few of the components used by the Company are single sourced, the Company has 
experienced no significant difficulties to date in obtaining adequate 
quantities of these raw materials and component parts.  This circumstance 
could change in the future, however, and the Company cannot be sure that the 
quantity or quality of raw materials and component parts will be as readily 
available in the future.

PROPRIETARY RIGHTS

     The Company owns a number of United States and foreign patents relating 
to its products.  These patents, in the aggregate, constitute a valuable 
asset of the Company.  The Company, however, believes that its business is 
not dependent upon any single patent or any group of related patents.

     The Company has registered the initials ADC alone and in conjunction 
with specific designs as trademarks in the United States and various foreign 
countries.

EMPLOYEES

     As of October 31, 1998, there were approximately 8,000 persons employed 
by the Company.  The Company considers relations with its employees to be 
good.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE 
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     Certain portions of this Form 10-K, including "Business" herein and 
"Management's Discussion and Analysis of Financial Condition and Results of 
Operations" incorporated herein by reference, contain various 
"forward-looking statements" within the meaning of Section 27A of the 
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of 
the Securities Exchange Act of 1934, as amended.  Forward-looking statements 
represent the Company's expectations or beliefs concerning future events, 
including the following:  any statements regarding future sales and other 
results of operations, any statements regarding the continuation of 
historical trends, any statements regarding the sufficiency of the Company's 
cash balances and cash generated from operating and financing activities for 
the Company's future liquidity and capital resource needs, any statements 
regarding the effect of regulatory changes and any statements regarding the 
future of the communications industry or the Company's business.  The Company 
cautions that any forward-looking statements made by the Company in this 
report or in other announcements made by the Company are further qualified by 
important factors that could cause actual results to differ materially from 
those in the forward-looking statements, including, without limitation, the 
factors set forth on Exhibit 99-a to this Form 10-K.

ITEM 2.   PROPERTIES

          The Company's corporate headquarters are currently located in four 
leased buildings in Minnetonka, Minnesota comprising an aggregate of 
approximately 286,400 square feet.  Leases for the Company's headquarters 
buildings expire at different times through 2001. 

          The Company owns a manufacturing facility and an adjacent 
distribution facility in Shakopee, Minnesota that comprises approximately 
372,000 square feet.  The Company also owns approximately 89 acres of 
undeveloped land in Eden Prairie, Minnesota.

          The Company also owns and leases a variety of other facilities for 
the Company's manufacturing, development, distribution, warehousing, sales 
and other activities.  These facilities, including sales offices, are located 
in various countries, including the United States, Argentina, Australia, 
Belgium, Canada, China, Finland, Germany, India, Israel, Korea, Malaysia, 
Mexico, the Philippines, Singapore, Thailand, the United Kingdom and 
Venezuela.


                                      -13-
<PAGE>

          The Company believes that the facilities used in its operations and 
currently under development are suitable for their respective uses and 
adequate to meet the Company's current needs.

ITEM 3.   LEGAL PROCEEDINGS

          None.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None.




                                      -14-
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company are as follows:

<TABLE>
<CAPTION>
Name                 Office                           Officer Since      Age
----                 ------                           -------------      ---
<S>                  <C>                              <C>                <C>
William J. Cadogan   Chairman of the Board of              1987           50
                     Directors, President, Chief
                     Executive Officer and Chief
                     Operating Officer
Lynn J. Davis        Senior Vice President,                1984           51
                     President, Broadband
                     Connectivity Group
William L. Martin    Senior Vice President,                1994           51
III                  President, Business Broadband
                     Group
Vivek Ragavan        Senior Vice President,                1996           46
                     President,  Residential
                     Broadband Group
John A. Schofield    Senior Vice President,                1996           50
                     President, Integrated
                     Solutions Group
Robert W. Switz      Senior Vice President, Chief          1994           52
                     Financial Officer
Darryl E. Ponder     Vice President, Business              1997           38
                     Development
Charles T. Roehrick  Vice President, Controller            1995           44
</TABLE>

     The Company's executive officers were last elected as executive officers 
by the Board of Directors on February 24, 1998.  Messrs. Cadogan and Davis 
have served in various capacities with the Company for more than five years. 
Biographical information regarding the other named officers is set forth 
below:

     Mr. Martin joined the Company in September 1994.  From 1990 until such 
time, he was employed by Ascom Timeplex, a manufacturer of data and 
telecommunications equipment, most recently as Vice President, Technical 
Marketing.  His previous positions included Vice President, China Business 
Development and Vice President, U.S. Sales.  From 1987 to 1990, he was the 
Chief Executive Officer of Broadband Telesystems when that company was 
acquired by Ascom Timeplex.

     Mr. Ragavan joined the Company in January 1996.  From November 1991 
until such time, he was employed by General Instrument Corp., a manufacturer 
of analog and digital settops and broadband transmission equipment, as Vice 
President of Engineering.  From January 1980 to November 1991, he was Vice 
President of Engineering for COMSAT Technology Products, a manufacturer of 
satellite based voice and data communications systems. Mr. Ragavan has 
announced that he plans to resign from the Company in January 1999.

     Mr. Schofield originally joined the Company in October 1992 and was 
employed by the Company until July 1995.  After holding the position of Vice 
President, International Sales and Marketing of DSC Communications between 
July and October of 1995, he returned to the Company in October 1995.  Prior 
to such time, he was Managing Director for Asia Pacific/Latin America.  He 
was Senior Vice President, Sales and Marketing at Telex Communications, Inc., 
a manufacturer and marketer of electronic audio communications devices, from 
1990 to 1992.  He held several Vice President positions at Memorex Telex 
Corporation, a manufacturer and marketer of computer terminal and peripheral 
equipment, most recently as Vice President and General Manager, Airline and 
Systems Business Group.

     Mr. Switz joined the Company in January 1994.  Prior to such time, he 
was employed by Burr-Brown Corporation, a manufacturer of precision 
micro-electronics, from 1988, most recently as Vice President, Chief 
Financial Officer and Director, Ventures and Systems Business.


                                      -15-
<PAGE>

     Mr. Ponder joined the Company in November 1997.  From January 1992 to 
November 1997, he was employed by Alcatel, a manufacturer of 
telecommunications and multimedia equipment.  Mr. Ponder served in various 
capacities with Alcatel, must recently in the position of Senior Director of 
Marketing and Business Development.

     Mr. Roehrick joined the Company in January 1995.  Prior to such time he 
was employed by Cray Research, Inc., a manufacturer of large scale computers, 
most recently as Controller.  From 1992 to 1993, he was Assistant Controller 
of Cray Research, and from 1989 to 1991, he was Director of Accounting for 
that company.


                                      -16-
<PAGE>
                                    PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

          The section entitled "Quarterly Stock Prices" of the Company's 
Annual Report to Shareholders for the fiscal year ended October 31, 1998 (the 
"Annual Report") is incorporated herein by reference.  This section is also 
included on Exhibit 13-a to this Form 10-K, as filed with the Securities and 
Exchange Commission (the "SEC" or the "Commission").


ITEM 6.   SELECTED CONSOLIDATED FINANCIAL DATA

          The summary of certain consolidated statement of income and balance 
sheet information for the eleven years ended October 31, 1998 included in the 
Annual Report is incorporated herein by reference.  This information is also 
included on Exhibit 13-a to this Form 10-K, as filed with the SEC.  Such 
summary information should be read in conjunction with the consolidated 
financial statements and notes thereto incorporated by reference in Item 14 
of this Form 10-K.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          RESULTS OF OPERATIONS

          The sections entitled "Management's Discussion and Analysis of 
Financial Condition and Results of Operations--Overview," "--Recent 
Acquisitions and Related Charges," "Results of Operations," "Liquidation and 
Capital Resources" and "Year 2000 Matters" in the Annual Report is 
incorporated herein by reference.  This section is also included in Exhibit 
13-a to this Form 10-K, as filed with the SEC.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

          The section entitled "Management's Discussion and Analysis of 
Financial Condition and Results of Operations--Risk Management" in the Annual 
Report is incorporated herein by reference.  This section is also included in 
Exhibit 13-a to this Form 10-K, as filed with the SEC.

 
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          The consolidated financial statements and notes thereto included in 
the Annual Report are incorporated herein by reference.  These financial 
statements are also included on Exhibit 13-a to this Form 10-K, as filed with 
the SEC.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON  ACCOUNTING AND
          FINANCIAL DISCLOSURE

          None.


                                      -17-
<PAGE>
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          The sections entitled "Election of Directors" and "Section 16(a) 
Beneficial Ownership Reporting Compliance" in the Company's definitive proxy 
statement for its 1998 Annual Meeting of Shareholders to be filed with the 
Commission on or before February 24, 1998 (the "Proxy Statement") are 
incorporated herein by reference.  The section entitled "Executive Officers 
of the Registrant" in Item 4 of this Form 10-K is incorporated herein by 
reference.

ITEM 11.  EXECUTIVE COMPENSATION

          The section entitled "Executive Compensation" in the Proxy 
Statement is incorporated herein by reference (except for the information set 
forth under the subcaption "Compensation and Organization Committee Report on 
Executive Compensation," which is not incorporated herein).

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The section entitled "Security Ownership of Certain Beneficial 
Owners and Management" in the Proxy Statement is incorporated herein by 
reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          None.


                                      -18-
<PAGE>

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K

(a)  1.   Financial Statements

     The following consolidated financial statements of the Company are part 
of this report and are found on the pages of the Annual Report indicated 
below and incorporated herein by this reference.  These financial statements 
are included on Exhibit 13-a to this Form 10-K, as filed with the SEC.

<TABLE>
<CAPTION>
                                                                               Page Reference
                                                                                in the Annual
                                                                           Report to Shareholders
                                                                           ----------------------
          <S>                                                              <C>
     Management's Responsibility for Financial Reporting.................         26

     Report of Independent Public Accountants............................         26

     Consolidated Statements of Income for the years ended 
       October 1998, 1997 and 1996.......................................         27

     Consolidated Balance Sheets as of October 31, 1998 and 1997.........         28

     Consolidated Statements of  Shareowners' Investment for
       the years ended October 31, 1998, 1997 and 1996...................         29

     Consolidated Statements of Cash Flows for the years
       ended October 31, 1998, 1997 and 1996.............................         30

     Notes to Consolidated Financial Statements..........................         31

     Eleven-Year Financial Summary for the years ended October 31,
       1988 through October 31, 1998 (Unaudited).........................         42
</TABLE>

     2.   Financial Statement Schedules

     All schedules for which provision is made in the applicable accounting 
regulations of the Commission have been omitted as not required or not 
applicable, or the information required has been included elsewhere by 
reference in the financial statements and related notes.

     3.   Listing of Exhibits

<TABLE>
<CAPTION>
Exhibit
Number    Description
-------   -----------
<S>       <C>
3-a       Restated Articles of Incorporation of ADC Telecommunications, Inc., as
          amended.  (Incorporated by reference to Exhibit 4.1 to the Company's
          Registration Statement on Form S-3 dated April 15, 1997.)

3-b       Restated Bylaws of ADC Telecommunications, Inc., as amended.
          (Incorporated by reference to Exhibit 4.2 to the Company's
          Registration Statement on Form S-3 dated April 15, 1997.)

4-a       Form of certificate for shares of Common Stock of ADC
          Telecommunications, Inc.  (Incorporated by reference to Exhibit 4-a to
          the Company's Form 10-Q for the quarter ended January 31, 1996.)
</TABLE>


                                      -19-
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number    Description
-------   -----------
<S>       <C>
4-b       Restated Articles of Incorporation of ADC Telecommunications, Inc., as
          amended.  (Incorporated by reference to Exhibit 4.1 to the Company's
          Registration Statement on Form S-3 dated April 15, 1997.)

4-c       Restated Bylaws of ADC Telecommunications, Inc., as amended.
          (Incorporated by reference to Exhibit 4.2 to the Company's
          Registration Statement on Form S-3 dated April 15, 1997.)

4-d       Second Amended and Restated Rights Agreement, amended and restated as
          of November 28, 1995, between ADC Telecommunications, Inc. and Norwest
          Bank Minnesota, National Association (amending and restating the
          Rights Agreement dated as of September 23, 1986, as amended and
          restated as of August 16, 1989), which includes as Exhibit A thereto
          the form of Right Certificate.  (Incorporated by reference to Exhibit
          4 to the Company's Form 8-K dated December 11, 1995.)

10-a*     Stock Option and Restricted Stock Plan, restated as of January 26,
          1988.  (Incorporated by reference to Exhibit 10-a to the Company's
          Quarterly Report on Form 10-Q for the quarter ended April 30, 1988.)

10-b*     Amendment to Stock Option and Restricted Stock Plan dated as of
          September 26, 1989.  (Incorporated by reference to Exhibit 10-e to the
          Company's Annual Report on Form 10-K for the fiscal year ended October
          31, 1989.)

10-c*     ADC Telecommunications, Inc. 1991 Stock Incentive Plan, as amended.
          (Incorporated by reference to Exhibit 10-c to the Company's Annual
          Report on Form 10-K for the fiscal year ended October 31, 1996).

10-d*     Addendum dated February 24, 1998 to ADC Telecommunications, Inc. 1991
          Stock Incentive Plan.  (Incorporated by reference to Exhibit 10-Q to
          the Company's Quarterly Report on Form 10-Q for the quarter ended
          January 31, 1998.)

10-e*     Business Development Management Incentive Plan Document - Directors 
          and Above Fiscal Year 1997. (Incorporated by reference to Exhibit 
          10-a to the Company's Quarterly Report on Form 10-Q for the quarter 
          ended January 31, 1997.)

10-f*     Business Unit Management Incentive Plan Document - Directors and 
          Above Fiscal Year 1997. (Incorporated by reference to Exhibit 10-d 
          to the Company's Annual Report on Form 10-K for the fiscal year 
          ended October 31, 1996.)

10-g*     Corporate Management Incentive Plan Document - Directors and Above 
          Fiscal Year 1997.  (Incorporated by reference to Exhibit 10-e to the 
          Company's Annual Report on Form 10-K for the fiscal year ended October
          31, 1996.)

10-h*     International Management Incentive Plan Document Fiscal Year 1997.
          (Incorporated by reference to Exhibit 10-f to the Company's Annual
          Report on Form 10-K for the fiscal year ended October 31, 1998.)

10-i*     Business Development Management Incentive Plan Fiscal Year 1998. 
          (Incorporated by reference to Exhibit 10-t of the Company's Annual 
          Report on Form 10-K for the fiscal year ended October 31, 1997.)

10-j*     Business Unit Management Incentive Plan Fiscal Year 1998. 
          (Incorporated by reference to Exhibit 10-q to the Company's Annual 
          Report on Form 10-K for the fiscal year ended October 31, 1997.)

10-k*     Corporate Management Incentive Plan Fiscal Year 1998. 
          (Incorporated by reference to Exhibit 10-r to the Company's Annual 
          Report on Form 10-K for the fiscal year ended October 31, 1997.)

10-l*     International Management Incentive Plan Fiscal Year 1998.
          (Incorporated by reference to Exhibit 10-s to the Company's Annual
          Report on Form 10-K for the fiscal year ended October 31, 1997.)

</TABLE>


                                      -20-
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number    Description
-------   -----------
<S>       <C>
10-m*     Business Unit Management Incentive Plan Fiscal Year 1999.

10-n*     Corporate Management Incentive Plan Fiscal Year 1999.

10-o*     Executive Incentive Exchange Plan Fiscal Year 1997.  (Incorporated by
          reference to Exhibit 10-q to the Company's Annual Report on Form 10-K
          for the fiscal year ended October 31, 1996.)

10-p*     Executive Incentive Exchange Plan Fiscal Year 1998.  (Incorporated by
          reference to Exhibit 10-u to the Company's Annual Report on Form 10-K
          for the fiscal year ended October 31, 1997.)

10-q*     Executive Incentive Exchange Plan Fiscal Year 1999.

10-r*     Supplemental Executive Retirement Plan Agreement for William J.
          Cadogan, dated as of November 1, 1990, between ADC Telecommunications,
          Inc. and William J. Cadogan, as amended.  (Incorporated by reference
          to Exhibit 10-u to the Company's Annual Report on Form 10-K for the
          fiscal year ended October 31, 1996.)

10-s*     ADC Telecommunications, Inc. Change in Control Severance Pay Plan
          Statement and Summary Plan Description.  (Incorporated by reference to
          Exhibit 10-q to the Company's Annual Report on Form 10-K for the
          fiscal year ended October 31, 1989.)

10-t*     First Amendment of ADC Telecommunications, Inc.  Change in Control
          Severance Pay Plan Statement and Summary Plan Description, effective
          July 22, 1997.  (Incorporated by reference to Exhibit 10-x to the
          Company's Annual Report on Form 10-K for the fiscal year ended October
          31, 1997.)
</TABLE>


                                      -21-
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number    Description
-------   -----------
<S>       <C>
10-u*     Compensation Plan for Directors of ADC Telecommunications, Inc.,
          restated as of December 31, 1988.  (Incorporated by reference to
          Exhibit 10-b to the Company's Quarterly Report on Form 10-Q for the
          quarter ended January 31, 1989.)

10-v*     First Amendment of the Compensation Plan for Directors of ADC
          Telecommunications, Inc. restated as of December 31, 1988.
          (Incorporated by reference to Exhibit 10-s to the Company's Annual
          Report on Form 10-K for the fiscal year ended October 31, 1989.)

10-w*     ADC Telecommunications, Inc. Nonemployee Director Stock Option Plan,
          as amended.  (Incorporated by reference to Exhibit 10-aa to the
          Company's Annual Report on Form 10-K for the fiscal year ended October
          31, 1997.)

10-x*     ADC Telecommunications, Inc. Deferred Compensation Plan, dated as of
          November 1, 1978, as amended.  (Incorporated by reference to Exhibit
          10-aa to the Company's Annual Report on Form 10-K for the fiscal year
          ended October 31, 1996.)

10-y*     Second Amendment of ADC Telecommunications, Inc. Deferred Compensation
          Plan, dated effective March 12, 1996 and approved on April 1, 1997.
          (Incorporated by reference to Exhibit 10-b to the Company's Quarterly
          Report on Form 10-Q for the quarter ended April 30, 1997.)

10-z*     ADC Telecommunications, Inc. Pension Excess Plan, dated as of January
          1, 1985, as amended.  (Incorporated by reference to Exhibit 10-bb to
          the Company's Annual Report on Form 10-K for the fiscal year ended
          October 31, 1996.)

10-aa*    Second Amendment of ADC Telecommunications, Inc. Pension Excess Plan,
          dated effective March 12, 1996 and approved on April 1, 1997.
          (Incorporated by reference to Exhibit 10-a to the Company's Quarterly
          Report on Form 10-Q for the quarter ended April 30, 1997.)

10-bb*    ADC Telecommunications, Inc. 401(k) Excess Plan, dated as of September
          1, 1990, as amended.  (Incorporated by reference to Exhibit 10-cc to
          the Company's Annual Report on Form 10-K for the fiscal year ended
          October 31, 1996.)

10-cc*    Third Amendment of ADC Telecommunications, Inc. 401(k) Excess Plan,
          dated effective March 12, 1996 and approved on April 1, 1997. 
          (Incorporated by reference to Exhibit 10-c to the Company's Quarterly
          Report on Form 10-Q for the quarter ended April 30, 1997.)

10-dd     Lease Agreement, dated August 21, 1990, between Minnetonka Corporate
          Center I Limited Partnership and ADC Telecommunications, Inc.
          (Incorporated by reference to Exhibit 10-x to the Company's Annual
          Report on Form 10-K  for the fiscal year ended October 31, 1990.)

10-ee     Lease Agreement, dated October 26, 1990, between Lutheran Brotherhood
          and ADC Telecommunications, Inc.  (Incorporated by reference to
          Exhibit 10-w to the Company's Annual Report on Form 10-K for the
          fiscal year ended October 31, 1990.)

10-ff     Sublease Agreement, dated October 31, 1990, between Seagate
          Technology, Inc. and ADC Telecommunications, Inc.  (Incorporated by
          reference to Exhibit 10-y to the Company's Annual Report on Form 10-K
          for the fiscal year ended October 31, 1990.)
</TABLE>


                                      -22-
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number    Description
-------   -----------
<S>       <C>
10-gg     Sublease, dated as of February 21, 1995, between Seagate Technology,
          Inc. and ADC Telecommunications, Inc.  (Incorporated by reference to
          Exhibit 10-a of the Company's Quarterly Report on Form 10-Q for the
          quarter ended April 30, 1995.)

10-hh     Extension of Lease, dated December 7, 1995, between ADC
          Telecommunications, Inc. and Lutheran Brotherhood (for the Company's
          facility located at 5900 Clearwater Drive, Minnetonka Corporate
          Center, Minnetonka, Minnesota). (Incorporated by reference to Exhibit
          10-w to the Company's Quarterly Report on Form 10-Q for the quarter
          ended January 31, 1996.)

10-ii     Extension of Lease, dated December 7, 1995, between ADC
          Telecommunications, Inc. and Lutheran Brotherhood (for the Company's
          facility located at 5950 Clearwater Drive, Minnetonka Corporate
          Center, Minnetonka, Minnesota). (Incorporated by reference to Exhibit
          10-x to the Company's Quarterly Report on Form 10-Q for the quarter
          ended January 31, 1996.)

10-jj     Stock Purchase Agreement, dated July 1, 1996, by and between ADC
          Telecommunications, Inc., ADC Mersum Oy and the Shareholders of ADC
          Solitra Oy.  (Incorporated by reference to Exhibit 2.1 to the
          Company's Current Report on Form 8-K dated July 1, 1996.)

10-kk     Conduit Facility, Transfer and Revolving Credit Agreement, dated as of
          November 24, 1998, by and among ADC Telecommunications, Inc., Windmill
          Funding Corporation, Amsterdam Funding Corporation, ABN AMRO Bank
          N.V., and certain other financial institutions.

13-a      Portions of the 1998 Annual Report to Shareholders.

21-a      Subsidiaries of the Company.

23-a      Consent of Independent Public Accountants to the incorporation of
          their report dated November 25, 1997, included in this Form 10-K, into
          the Company's previously filed Registration Statements, File Nos.
          2-83584, 33-22654, 33-40356, 33-40357, 33-52635, 33-52637, 33-58407,
          33-58409, 33-59445, 333-02133, 333-04481, 333-07309, 333-15283,
          333-25241, 333-25569, 333-25623, 333-32023, 333-37419, 333-37619, 
          and 333-66169.

24-a      Power of Attorney.

27-a      Financial Data Schedule for the fiscal year ended October 31, 1998.

27-b      Restated Financial Data Schedule for the fiscal year ended October 31,
          1997.

99-a      Cautionary Statement regarding Forward-Looking Statements.

There have been excluded from the exhibits filed with this report instruments 
defining the rights of holders of long-term debt of the Company where the 
total amount of the securities authorized under such instruments does not 
exceed 10% of the total assets of the Company.  The Company hereby agrees to 
furnish a copy of any such instruments to the Commission upon request.

(b)       Current Report on Form 8-K dated September 16, 1998, filed on
          September 16, 1998, in connection with the Company's press release
          dated September 16, 1998 announcing the acquisition of Teledata
          Communications, Ltd.
</TABLE>

                                      -23-
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number    Description
-------   -----------
<S>       <C>
          Current Report on Form 8-K dated November 5, 1998, filed on November
          20, 1998, to report the consummation of the acquisition of Teledata
          Communications, Ltd.

(c)       See Exhibit Index and Exhibits attached to this Form 10-K.

(d)       See Item 14(a)(3) above.
</TABLE>

_________________
*  Management contract or compensatory plan or arrangement required to be filed
   as an Exhibit to this Form 10-K.


                                      -24-
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized.

                                   ADC TELECOMMUNICATIONS, INC.

Dated:  December 31, 1998          By:  /s/ William J. Cadogan
                                        ----------------------------------
                                        William J. Cadogan
                                        Chairman of the Board, President
                                        and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.

<TABLE>
<S>                        <C>                              <C>
/s/ William J. Cadogan     Chairman of the Board,           Dated:  December 31, 1998
----------------------     President and                
William J. Cadogan         Chief Executive Officer      
                           (principal executive officer)

/s/ Robert E. Switz        Senior Vice President,           Dated:  December 31, 1998
----------------------     Chief Financial Officer      
Robert E. Switz            (principal financial officer)

/s/ Charles T. Roehrick    Vice President, Controller       Dated:  December 31, 1998
----------------------     (principal accounting officer)
Charles T. Roehrick        

James C. Castle*           Director
Thomas E. Holloran*        Director
B. Kristine Johnson*       Director
Charles W. Oswald*         Director
Alan E. Ross*              Director
Jean-Pierre Rosso*         Director
Donald M. Sullivan*        Director
Warde F. Wheaton*          Director
John D. Wunsch*            Director


*By  /s/ David F. Fisher                                    Dated:  December 31, 1998
------------------------
David F. Fisher
Attorney-in-Fact
</TABLE>


                                      -25-
<PAGE>

                            ADC TELECOMMUNICATIONS, INC.
                             ANNUAL REPORT ON FORM 10-K
                     FOR THE FISCAL YEAR ENDED OCTOBER 31, 1998



                                  EXHIBIT INDEX
                                  --------------

<TABLE>
<CAPTION>
Exhibit
Number    Description
-------   -----------
<S>       <C>
3-a       Restated Articles of Incorporation of ADC Telecommunications, Inc., as
          amended.  (Incorporated by reference to Exhibit 4.1 to the Company's
          Registration Statement on Form S-3 dated April 15, 1997.)

3-b       Restated Bylaws of ADC Telecommunications, Inc., as amended.
          (Incorporated by reference to Exhibit 4.2 to the Company's
          Registration Statement on Form S-3 dated April 15, 1997.)

4-a       Form of certificate for shares of Common Stock of ADC
          Telecommunications, Inc.  (Incorporated by reference to Exhibit 4-a to
          the Company's Form 10-Q for the quarter ended January 31, 1996.)
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number    Description
-------   -----------
<S>       <C>
4-b       Restated Articles of Incorporation of ADC Telecommunications, Inc., as
          amended.  (Incorporated by reference to Exhibit 4.1 to the Company's
          Registration Statement on Form S-3 dated April 15, 1997.)

4-c       Restated Bylaws of ADC Telecommunications, Inc., as amended.
          (Incorporated by reference to Exhibit 4.2 to the Company's
          Registration Statement on Form S-3 dated April 15, 1997.)

4-d       Second Amended and Restated Rights Agreement, amended and restated as
          of November 28, 1995, between ADC Telecommunications, Inc. and Norwest
          Bank Minnesota, National Association (amending and restating the
          Rights Agreement dated as of September 23, 1986, as amended and
          restated as of August 16, 1989), which includes as Exhibit A thereto
          the form of Right Certificate.  (Incorporated by reference to Exhibit
          4 to the Company's Form 8-K dated December 11, 1995.)

10-a*     Stock Option and Restricted Stock Plan, restated as of January 26,
          1988.  (Incorporated by reference to Exhibit 10-a to the Company's
          Quarterly Report on Form 10-Q for the quarter ended April 30, 1988.)

10-b*     Amendment to Stock Option and Restricted Stock Plan dated as of
          September 26, 1989.  (Incorporated by reference to Exhibit 10-e to the
          Company's Annual Report on Form 10-K for the fiscal year ended October
          31, 1989.)

10-c*     ADC Telecommunications, Inc. 1991 Stock Incentive Plan, as amended.
          (Incorporated by reference to Exhibit 10-c to the Company's Annual
          Report on Form 10-K for the fiscal year ended October 31, 1996).

10-d*     Addendum dated February 24, 1998 to ADC Telecommunications, Inc. 1991
          Stock Incentive Plan.  (Incorporated by reference to Exhibit 10-Q to
          the Company's Quarterly Report on Form 10-Q for the quarter ended
          January 31, 1998.)

10-e*     Business Development Management Incentive Plan Document - Directors 
          and Above Fiscal Year 1997. (Incorporated by reference to Exhibit 
          10-a to the Company's Quarterly Report on Form 10-Q for the quarter 
          ended January 31, 1997.)

10-f*     Business Unit Management Incentive Plan Document - Directors and 
          Above Fiscal Year 1997. (Incorporated by reference to Exhibit 10-d 
          to the Company's Annual Report on Form 10-K for the fiscal year 
          ended October 31, 1996.)

10-g*     Corporate Management Incentive Plan Document - Directors and Above
          Fiscal Year 1997.  (Incorporated by reference to Exhibit 10-e to the 
          Company's Annual Report on Form 10-K for the fiscal year ended 
          October 31, 1996.)

10-h*     International Management Incentive Plan Document Fiscal Year 1997.
          (Incorporated by reference to Exhibit 10-f to the Company's Annual
          Report on Form 10-K for the fiscal year ended October 31, 1998.)

10-i*     Business Development Management Incentive Plan Fiscal Year 1998. 
          (Incorporated by reference to Exhibit 10-t of the Company's Annual 
          Report on Form 10-K for the fiscal year ended October 31, 1997.)

10-j*     Business Unit Management Incentive Plan Fiscal Year 1998. 
          (Incorporated by reference to Exhibit 10-q to the Company's Annual 
          Report on Form 10-K for the fiscal year ended October 31, 1997.)

10-k*     Corporate Management Incentive Plan Fiscal Year 1998. 
          (Incorporated by reference to Exhibit 10-r to the Company's Annual 
          Report on Form 10-K for the fiscal year ended October 31, 1997.)

10-l*     International Management Incentive Plan Fiscal Year 1998.
          (Incorporated by reference to Exhibit 10-s to the Company's Annual
          Report on Form 10-K for the fiscal year ended October 31, 1997.)

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number    Description
-------   -----------
<S>       <C>
10-m*     Business Unit Management Incentive Plan Fiscal Year 1999.

10-n*     Corporate Management Incentive Plan Fiscal Year 1999.

10-o*     Executive Incentive Exchange Plan Fiscal Year 1997.  (Incorporated by
          reference to Exhibit 10-q to the Company's Annual Report on Form 10-K
          for the fiscal year ended October 31, 1996.)

10-p*     Executive Incentive Exchange Plan Fiscal Year 1998.  (Incorporated by
          reference to Exhibit 10-u to the Company's Annual Report on Form 10-K
          for the fiscal year ended October 31, 1997.)

10-q*     Executive Incentive Exchange Plan Fiscal Year 1999.

10-r*     Supplemental Executive Retirement Plan Agreement for William J.
          Cadogan, dated as of November 1, 1990, between ADC Telecommunications,
          Inc. and William J. Cadogan, as amended.  (Incorporated by reference
          to Exhibit 10-u to the Company's Annual Report on Form 10-K for the
          fiscal year ended October 31, 1996.)

10-s*     ADC Telecommunications, Inc. Change in Control Severance Pay Plan
          Statement and Summary Plan Description.  (Incorporated by reference to
          Exhibit 10-q to the Company's Annual Report on Form 10-K for the
          fiscal year ended October 31, 1989.)

10-t*     First Amendment of ADC Telecommunications, Inc.  Change in Control
          Severance Pay Plan Statement and Summary Plan Description, effective
          July 22, 1997.  (Incorporated by reference to Exhibit 10-x to the
          Company's Annual Report on Form 10-K for the fiscal year ended October
          31, 1997.)
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number    Description
-------   -----------
<S>       <C>
10-u*     Compensation Plan for Directors of ADC Telecommunications, Inc.,
          restated as of December 31, 1988.  (Incorporated by reference to
          Exhibit 10-b to the Company's Quarterly Report on Form 10-Q for the
          quarter ended January 31, 1989.)

10-v*     First Amendment of the Compensation Plan for Directors of ADC
          Telecommunications, Inc. restated as of December 31, 1988.
          (Incorporated by reference to Exhibit 10-s to the Company's Annual
          Report on Form 10-K for the fiscal year ended October 31, 1989.)

10-w*     ADC Telecommunications, Inc. Nonemployee Director Stock Option Plan,
          as amended.  (Incorporated by reference to Exhibit 10-aa to the
          Company's Annual Report on Form 10-K for the fiscal year ended October
          31, 1997.)

10-x*     ADC Telecommunications, Inc. Deferred Compensation Plan, dated as of
          November 1, 1978, as amended.  (Incorporated by reference to Exhibit
          10-aa to the Company's Annual Report on Form 10-K for the fiscal year
          ended October 31, 1996.)

10-y*     Second Amendment of ADC Telecommunications, Inc. Deferred Compensation
          Plan, dated effective March 12, 1996 and approved on April 1, 1997.
          (Incorporated by reference to Exhibit 10-b to the Company's Quarterly
          Report on Form 10-Q for the quarter ended April 30, 1997.)

10-z*     ADC Telecommunications, Inc. Pension Excess Plan, dated as of January
          1, 1985, as amended.  (Incorporated by reference to Exhibit 10-bb to
          the Company's Annual Report on Form 10-K for the fiscal year ended
          October 31, 1996.)

10-aa*    Second Amendment of ADC Telecommunications, Inc. Pension Excess Plan,
          dated effective March 12, 1996 and approved on April 1, 1997.
          (Incorporated by reference to Exhibit 10-a to the Company's Quarterly
          Report on Form 10-Q for the quarter ended April 30, 1997.)

10-bb*    ADC Telecommunications, Inc. 401(k) Excess Plan, dated as of September
          1, 1990, as amended.  (Incorporated by reference to Exhibit 10-cc to
          the Company's Annual Report on Form 10-K for the fiscal year ended
          October 31, 1996.)

10-cc*    Third Amendment of ADC Telecommunications, Inc. 401(k) Excess Plan,
          dated effective March 12, 1996 and approved on April 1, 1997. 
          (Incorporated by reference to Exhibit 10-c to the Company's Quarterly
          Report on Form 10-Q for the quarter ended April 30, 1997.)

10-dd     Lease Agreement, dated August 21, 1990, between Minnetonka Corporate
          Center I Limited Partnership and ADC Telecommunications, Inc.
          (Incorporated by reference to Exhibit 10-x to the Company's Annual
          Report on Form 10-K  for the fiscal year ended October 31, 1990.)

10-ee     Lease Agreement, dated October 26, 1990, between Lutheran Brotherhood
          and ADC Telecommunications, Inc.  (Incorporated by reference to
          Exhibit 10-w to the Company's Annual Report on Form 10-K for the
          fiscal year ended October 31, 1990.)

10-ff     Sublease Agreement, dated October 31, 1990, between Seagate
          Technology, Inc. and ADC Telecommunications, Inc.  (Incorporated by
          reference to Exhibit 10-y to the Company's Annual Report on Form 10-K
          for the fiscal year ended October 31, 1990.)
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number    Description
-------   -----------
<S>       <C>
10-gg     Sublease, dated as of February 21, 1995, between Seagate Technology,
          Inc. and ADC Telecommunications, Inc.  (Incorporated by reference to
          Exhibit 10-a of the Company's Quarterly Report on Form 10-Q for the
          quarter ended April 30, 1995.)

10-hh     Extension of Lease, dated December 7, 1995, between ADC
          Telecommunications, Inc. and Lutheran Brotherhood (for the Company's
          facility located at 5900 Clearwater Drive, Minnetonka Corporate
          Center, Minnetonka, Minnesota). (Incorporated by reference to Exhibit
          10-w to the Company's Quarterly Report on Form 10-Q for the quarter
          ended January 31, 1996.)

10-ii     Extension of Lease, dated December 7, 1995, between ADC
          Telecommunications, Inc. and Lutheran Brotherhood (for the Company's
          facility located at 5950 Clearwater Drive, Minnetonka Corporate
          Center, Minnetonka, Minnesota). (Incorporated by reference to Exhibit
          10-x to the Company's Quarterly Report on Form 10-Q for the quarter
          ended January 31, 1996.)

10-jj     Stock Purchase Agreement, dated July 1, 1996, by and between ADC
          Telecommunications, Inc., ADC Mersum Oy and the Shareholders of ADC
          Solitra Oy.  (Incorporated by reference to Exhibit 2.1 to the
          Company's Current Report on Form 8-K dated July 1, 1996.)

10-kk     Conduit Facility, Transfer and Revolving Credit Agreement, dated as of
          November 24, 1998, by and among ADC Telecommunications, Inc., Windmill
          Funding Corporation, Amsterdam Funding Corporation, ABN AMRO Bank
          N.V., and certain other financial institutions.

13-a      Portions of the 1998 Annual Report to Shareholders.

21-a      Subsidiaries of the Company.

23-a      Consent of Independent Public Accountants to the incorporation of
          their report dated November 25, 1997, included in this Form 10-K, into
          the Company's previously filed Registration Statements, File Nos.
          2-83584, 33-22654, 33-40356, 33-40357, 33-52635, 33-52637, 33-58407,
          33-58409, 33-59445, 333-02133, 333-04481, 333-07309, 333-15283,
          333-25241, 333-25569, 333-25623, 333-32023, 333-37419, 333-37619, 
          and 333-66169.

24-a      Power of Attorney.

27-a      Financial Data Schedule for the fiscal year ended October 31, 1998.

27-b      Restated Financial Data Schedule for the fiscal year ended October 31,
          1997.

99-a      Cautionary Statement regarding Forward-Looking Statements.

</TABLE>