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EXHIBIT 99-a


             Cautionary Statement Regarding Forward-Looking Statements

     The Company desires to take advantage of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995 and is filing this
cautionary statement in connection with such safe harbor legislation.  This Form
10-K, the Company's Annual Report to Shareholders, any Form 10-Q or Form 8-K of
the Company or any other written or oral statements made by or on behalf of the
Company may include forward-looking statements which reflect the Company's
current views with respect to future events and financial performance.  The
words "believe," "expect," "anticipate," "intends," "estimate," "forecast,"
"project" and similar expressions identify forward-looking statements.

     The Company wishes to caution investors that any forward-looking statements
made by or on behalf of the Company are subject to uncertainties and other
factors that could cause actual results to differ materially from such
statements.  These uncertainties and other factors include, but are not limited
to the Risk Factors listed below (many of which have been discussed in prior SEC
filings by the Company).  Though the Company has attempted to list
comprehensively these important factors, the Company wishes to caution investors
that other factors may in the future prove to be important in affecting the
Company's results of operations.  New factors emerge from time to time and it is
not possible for management to predict all of such factors, nor can it assess
the impact of each such factor on the business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.

     Investors are further cautioned not to place undue reliance on such
forward-looking statements as they speak only of the Company's views as of the
date the statement was made.  The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

                                    RISK FACTORS

     RAPID TECHNOLOGICAL CHANGE AND IMPORTANCE OF NEW PRODUCTS.  The
telecommunications equipment industry is characterized by rapid technological
change, evolving industry standards, changing market conditions and frequent new
product introductions and enhancements.  The introduction of products embodying
new technologies or the emergence of new industry standards can render existing
products or products under development obsolete or unmarketable.  ADC's ability
to anticipate changes in technology and industry standards and successfully to
develop and introduce new products on a timely basis will be a significant
factor in ADC's ability to grow and remain competitive.  New product development
often requires long-term forecasting of market trends, development and
implementation of new technologies and processes and a substantial capital
commitment.  ADC has invested and continues to invest substantial resources
toward the development of new products.  Development and customer acceptance of
new products is inherently uncertain, and there can be no assurance that ADC
will successfully complete the commercialization of new products on a timely
basis or that such products will be commercially successful.  Any failure by ADC
to anticipate or respond on a cost-effective and timely basis to technological
developments, changes in industry standards or customer requirements, or any
significant delays in product development or introduction, could have a material
adverse effect on ADC's business, operating results and financial condition.

     UNCERTAIN MARKET FOR BROADBAND NETWORK PRODUCTS.  Over the past several
years, ADC's principal product offerings have generally consisted of
copper-based and fiber-based products designed to address the needs of its
customers for connectivity, transmission and networking applications on
traditional telephony networks.  However, with the growth of multimedia and the
associated development of enhanced voice, video and data transmission
technologies, ADC's recent product offerings and research and development
efforts have been increasingly focused on addressing the broadband
telecommunications equipment market through the use of new or different
technologies.  The market for broadband


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telecommunications products is emerging and rapidly changing.  ADC's future
growth is dependent in part on its ability to successfully develop and
commercially introduce new products in each of its product groups addressing
this market, as well as the growth in this market.  The growth in the market for
such broadband telecommunications products is dependent on a number of factors,
including regulatory and legal developments and end-user demand for integrated
voice, video, data and other network services.  There can be no assurance that
the market for broadband telecommunications products will develop rapidly, or
that there can be reliable predictions made of technological trends or products
in this field.  In addition, to the extent this market develops, there can be no
assurance that ADC's products will meet with market acceptance or be profitable.
There also can be no assurance that public network providers will increase or
maintain consistent levels of capital expenditures for deployment of
telecommunications network systems, equipment or technologies, or that they will
respond quickly or favorably to regulatory changes in the telecommunications
equipment industry.

     COMPETITION.  Competition in the telecommunications equipment industry is
intense, and ADC believes that competition may increase substantially with the
deployment of broadband networks and the recent regulatory changes.  See
"Changing Regulatory Environment."  Many of ADC's foreign and domestic
competitors have more extensive engineering, manufacturing, marketing, financial
and personnel resources than ADC.  ADC believes its success in competing with
other manufacturers of telecommunications products depends primarily on its
engineering, manufacturing and marketing skills, the price, quality and
reliability of its products, and its delivery and service capabilities.  ADC
anticipates increasing pricing pressures from current and future competitors in
certain of the markets for its products.  In addition, ADC believes that
technological change, the increasing addition of data, video and other services
to networks, continuing regulatory change and industry consolidation or new
entrants will continue to cause rapid evolution in the competitive environment
of the telecommunications equipment market, the full scope and nature of which
is difficult to predict at this time.  Increased competition could result in
price reductions, reduced margins and loss of market share by ADC.  There can be
no assurance that ADC will be able to compete successfully with its existing or
new competitors or that competitive pressures faced by ADC will not materially
and adversely affect its business, operating results and financial condition.

     FLUCTUATIONS IN OPERATING RESULTS.  ADC's operating results may 
fluctuate significantly from quarter to quarter due to several factors, 
including, without limitation, the volume and timing of orders from, and 
shipments to, major customers, the timing of and the ability to obtain new 
customer contracts, the timing of new product announcements and the 
availability of product by ADC or its competitors, overall level of capital 
expenditures by public network providers, market acceptance of new and 
enhanced versions of ADC's products, variations in the mix of products ADC 
sells or its sales channels, and the availability and cost of key components. 
Many of the foregoing factors, in turn, are affected by the changing 
competitive environment in which the Company's customers operate and may be 
affected by consolidation among telecommunications service providers. In 
addition, the Company is experiencing growth through acquisition and 
expansion, and its recent results of operations may not be indicative of 
results to be achieved in future periods. ADC's expense levels are based in 
part on expectations of future revenues.  If revenue levels in a particular 
period do not meet expectations, operating results will be adversely 
affected. In addition, ADC's results of operations are subject to seasonal 
factors.  ADC historically has experienced a stronger demand for its products 
in the fourth fiscal quarter, primarily as a result of ADC year-end 
incentives and customer budget cycles, and has experienced a weaker demand 
for its products in the first fiscal quarter, primarily as a result of the 
number of holidays in late November, December and early January and a general 
industry slowdown during that period.  There can be no assurance that these 
historical seasonal trends will continue in the future.

     CHANGING REGULATORY ENVIRONMENT.  The telecommunications industry is
subject to regulation in the United States and other countries.  ADC's business
is dependent upon the continued growth of the telecommunications industry in the
United States and internationally.  Federal and state regulatory agencies
regulate most of ADC's domestic customers.  On January 3, 1996, the U.S.
Congress passed the Telecommunications Act of 1996 (the "Telecommunications
Act").  The President of the United States signed the Telecommunications Act
into law on February 8, 1996.  The Telecommunications Act will lift certain
restrictions on the ability of companies, including Regional Bell Operating
Companies ("RBOCs") and other customers of ADC, to compete with one another and
change the regulation of the telecommunications industry.  While ADC believes
that the changes in regulation of the


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telecommunications industry could increase ADC's opportunities to provide
solutions for its customers' voice, data and video needs, this is dependent on
the reaction of ADC's existing and prospective customers to such regulatory
trends.  To date, increased competition among telecommunications service
providers as contemplated by the Telecommunications Act has not been fully
realized and there can be no assurance as to the timing and intensity of such
competition.  The effect on the market for ADC's products also is difficult to
predict at this time, and there can be no assurance that competition in ADC's
product market will not intensify as a result of such changes in regulation.
Changes in current or future laws or regulations, in the United States or
elsewhere, could materially and adversely affect ADC's business.

     INTERNATIONAL OPERATIONS.  Export sales accounted for 18%, 21% and 21% of
ADC's net sales in fiscal 1995, 1996, and 1997, respectively, and ADC expects
that export sales may increase as a percentage of net sales in the future.  In
addition, ADC owns or subcontracts manufacturing operations located in Mexico,
Australia, China, Finland, and the United Kingdom.  Due to its export sales and
its international manufacturing operations, ADC is subject to the risks of
conducting business internationally, including unexpected changes in, or
impositions of, legislative or regulatory requirements, fluctuations in the U.S.
dollar which could materially and adversely affect U.S. dollar revenues or
operating expenses, tariffs and other barriers and restrictions, potentially
longer payment cycles, greater difficulty in accounts receivable collection,
potentially adverse taxes, and the burdens of complying with a variety of
foreign laws and telecommunications standards.  ADC also is subject to general
geopolitical risks, such as political and economic instability and changes in
diplomatic and trade relationships, in connection with its international
operations.  ADC maintains business operations throughout Asia, and has business
arrangements in Korea, Indonesia and Malaysia.  Economic conditions in these
countries, and in Asia in general, which first came to light in November 1997,
represent a potential risk to these business arrangements.  There can be no
assurance that the Company's business arrangements in Asia will not suffer
adverse impact from these conditions.  There also can be no assurance that such
factors will not materially and adversely affect ADC's operations in the future
or require ADC to modify significantly its current business practices.  In
addition, the laws of certain foreign countries may not protect ADC's
proprietary technology to the same extent as do the laws of the United States.

     DEPENDENCE ON PROPRIETARY TECHNOLOGY.  ADC's future success depends in part
upon its proprietary technology.  Although ADC attempts to protect its
proprietary technology through patents, copyrights and trade secrets, it also
believes that its future success will depend upon product development,
technological expertise and distribution channels.  There can be no assurance
that ADC will be able to protect its technology, or that competitors will not be
able to develop similar technology independently.  ADC has received and may in
the future receive from third parties, including some of its competitors,
notices claiming that it is infringing third-party patents or other proprietary
rights. There can be no assurance that ADC would prevail in any litigation over
third-party claims, or that it would be able to license any valid and infringed
patents on commercially reasonable terms.  Furthermore, litigation, regardless
of its outcome, could result in substantial cost to and diversion of effort by
ADC.  Any litigation or successful infringement claims by third parties could
materially and adversely affect ADC's business, operating results and financial
condition.

     VOLATILITY OF STOCK PRICE.  Based on the trading history of its stock, ADC
believes factors such as announcements of new products by ADC or its
competitors, quarterly fluctuations in ADC's financial results, customer
contract awards, developments in telecommunications regulation and general
conditions in the telecommunications equipment industry have caused and are
likely to continue to cause the market price of ADC's Common Stock to fluctuate
substantially.  In addition, telecommunications equipment company stocks have
experienced significant price and volume fluctuations that often have been
unrelated to the operating performance of such companies. This market volatility
may adversely affect the market price of ADC's Common Stock.


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