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                                                                   EXHIBIT 99-a


          CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     ADC Telecommunications, Inc. ("ADC") 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 act.  
This Form 10-K and ADC's Annual Report to Shareholders, any Form 10-Q or Form 
8-K of ADC or any other written or oral statements made by or on behalf of 
ADC may include forward-looking statements which reflect ADC'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.

     ADC wishes to caution you that any forward-looking statements made by or on
behalf of ADC 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 factors listed under the
caption "Risk Factors" below (many of which have been discussed in prior SEC
filings by ADC).  Though ADC has attempted to list comprehensively these
important factors, ADC wishes to caution investors that other factors may in the
future prove to be important in affecting ADC'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 ADC 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.

     You are further cautioned not to place undue reliance on such forward-
looking statements as they speak only of ADC's views as of the date the
statement was made.  ADC 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.  In our industry, we also face evolving industry 
standards, changing market conditions and frequent new product introductions 
and enhancements.  The introduction of products using new technologies or the 
adoption of new industry standards can make existing products or products 
under development obsolete or unmarketable.  In order to grow and remain 
competitive, we will need 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 our 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 recently invested, 
and we will continue to invest, substantial resources for the development of 
new products.  Development and customer acceptance of new products is 
inherently uncertain.  As a result, we cannot predict whether we will 
successfully develop new products on a timely basis or whether the products 
we develop will be commercially successful.  If we fail to anticipate or 
respond on a cost-effective and timely basis to technological developments, 
changes in industry standards or customer requirements, or if we have any 
significant delays in product development or introduction, our business, 
operating results and financial condition could be affected in a material 
adverse way.

UNCERTAIN MARKET FOR BROADBAND NETWORK PRODUCTS

     In the past, our principal product offerings have been copper-based and 
fiber-optic-based products designed to connect and transmit information on 
traditional telephony networks.  With the growth of multimedia applications 
and the development of enhanced voice, video and Internet/data services, 
ADC's recent product offerings and research and development efforts have been 
and are focused on new technologies and hardware, software and service 
offerings for the broadband telecommunications applications.  The market for 
broadband telecommunications hardware, software

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and services is rapidly changing.  Our future growth is dependent in part on 
its ability to successfully develop and commercially introduce new products 
for this market.  Our future will also depend on the growth of this market.  
The growth in the market for broadband telecommunications products is 
dependent on a number of factors.  These factors include the amount of 
capital expenditures by public network providers, regulatory and legal 
developments, changes to capital expenditure rates by other network providers 
(which could result from consolidation of customers in the market as well as 
the addition of new customers to the market) and end-user demand for 
integrated voice, video, Internet/data and other network services. We cannot 
predict whether the market for broadband telecommunications products will 
develop rapidly.  Also, we cannot predict technological trends or new 
products in this market.  In addition, to the extent this market develops, 
ADC cannot predict whether its products will meet with market acceptance or 
be profitable.  We may not be able to compete successfully, and competitive 
pressures may materially and adversely affect our business, operating results 
and financial condition.

COMPETITION

     Competition in the telecommunications equipment industry is intense.  We
believe that competition may increase substantially with the increased use of
broadband networks and recent regulatory changes.  Many of ADC's foreign and
domestic competitors have more extensive engineering, manufacturing, marketing,
financial and personnel resources than we have.  We believe our success in
competing with other manufacturers of telecommunications products will depend
primarily on our engineering, manufacturing and marketing skills, the price,
quality and reliability of its products, and its delivery and service
capabilities.  We anticipate increasing pricing pressures from current and
future competitors.  In addition, we believe that technological change, the
increasing addition of Internet/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.  The full
scope and nature of these changes is difficult to predict at this time.
Increased competition could result in price reductions, reduced margins and loss
of market share by ADC.  We cannot predict whether we will be able to compete
successfully with our existing products or with new competitors.  Competitive
pressures faced by ADC could materially and adversely affect our business,
operating results and financial condition.

FLUCTUATIONS IN OPERATING RESULTS

     Our operating results vary significantly from quarter to quarter.  These
fluctuations are the result of the volume and timing of orders from and
shipments to major customers, the timing of and the ability to obtain new
customer contracts and the timing of new product announcements.  Our quarterly
results also vary due to 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 these factors are affected by the changing competitive
environment in which our customers operate.  Competition may be affected by
consolidation among telecommunications service providers.  In addition, we are
growing through acquisition and expansion, and our recent results of operations
may not be a good predictor of our results in future periods.  Our expense
levels are based in part on expectations of future revenues.  If revenue levels
in a particular period are lower than expected, our operating results will be
adversely affected.  In addition, our results of operations are also subject to
seasonal factors.  We historically have had stronger demand for our products in
the fourth fiscal quarter, primarily as a result of our year-end incentives and
customer budget cycles.  We have experienced weaker demand for our 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.  We cannot predict if 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.  Our business


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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. In early 1996, the U.S. 
Telecommunications Act of 1996 (the "Telecommunications Act") was enacted.  
The Telecommunications Act lifted certain restrictions on the ability of 
companies, including the Regional Bell Operating Companies and other 
customers of ADC, to compete with one another.  The Telecommunications Act 
also made other significant changes in the regulation of the 
telecommunications industry.  While we believe that the changes could 
increase our opportunities to provide solutions for our customers' voice, 
data and video needs, this result is dependent on the reaction of our 
existing and prospective customers to these new regulatory trends.  To date, 
increased competition among telecommunications service providers as 
contemplated by the Telecommunications Act has not been fully realized, and 
we cannot predict the timing and intensity of new competition.  The effect on 
the market for our products is difficult to predict, and we do not know 
whether competition in our product market will not intensify as a result of 
the changes in regulation.  Changes in current or future laws or regulations 
in the United States or elsewhere could materially and adversely affect our 
business.

INTERNATIONAL OPERATIONS

     Our export sales accounted for 20% of our net sales in fiscal 1998 and 21%
of our net sales in each of fiscal 1997 and 1996.  We expect export sales to
increase as a percentage of net sales in the future.  In addition to sales and
distribution in numerous countries, we own or subcontract operations located in
Australia, China, Finland, Israel, Mexico and the United Kingdom.  Due to our
export sales and our international manufacturing operations, ADC is subject to
the risks of conducting business internationally.  These risks include
unexpected changes in or impositions of legislative or regulatory requirements,
fluctuations in the U.S. dollar, and tariffs and other barriers and
restrictions.  Other potential risks include 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.  We are also subject to general geopolitical risks, such as political
and economic instability and changes in diplomatic and trade relationships.  ADC
maintains business operations and has sales in many international markets,
including Asia and Latin America.  Economic conditions in many of these markets,
and in particular in Asia and Latin America, represent significant risks to ADC.
We cannot predict whether our sales and business operations in these markets
will be adversely affected by these conditions.  Instability in foreign markets,
particularly in Asia and Latin America, could negatively impact our results of
operations.  Potential turmoil in the Middle East could also negatively impact
our results of operations and asset valuation for our recently acquired
subsidiary, Teledata Communications, Ltd., located in Herzliya, Israel.  In
addition to the effect of international economic instability on foreign sales,
domestic sales to U.S. customers having significant foreign operations could be
adversely impacted by these economic conditions.  We cannot predict whether or
not these factors will not materially and adversely affect our operations in the
future.  In addition, the laws of certain foreign countries may not protect our
proprietary technology to the same extent as do the laws of the United States.

DEPENDENCE ON PROPRIETARY TECHNOLOGY

     Our future success depends in part upon its proprietary technology.
Although we attempt to protect our proprietary technology through patents,
copyrights and trade secrets, our future success will depend upon product
development, technological expertise and distribution channels.  We cannot
predict whether we can protect our technology, or whether competitors can
develop similar technology independently.  We have received and may continue to
receive from third parties, including some of our competitors, notices claiming
that we are infringing third-party patents or other proprietary rights.  We
cannot predict that we will prevail in any litigation over third-party claims,
or that we would 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 our business, operating results and financial condition.


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YEAR 2000 MATTERS

     Many currently installed computer systems and software are coded to accept
only two digit entries in date code fields.  These date code fields will need to
accept four-digit entries to distinguish 21st century dates from 20th century
dates.  This problem could result in system failures or miscalculations, causing
disruptions of business operations (including a temporary inability to process
transactions, send invoices or engage in other business activities).  As a
result, many companies' computer systems and software will need to be upgraded
or replaced in order to comply with Year 2000 requirements.  The potential
global impact of the Year 2000 problem is not known, and, if not corrected in a
timely manner, could affect ADC and the U.S. and world economy generally.  Our
product development processes currently contain steps to include Year 2000
readiness verification for all current and future products.  We believe that
most of our products are currently Year 2000 ready.  A few of our products,
which contain Year 2000 issues, will be phased out prior to the year 2000.  A
few other ADC products contain minor Year 2000 issues that do not affect
performance or service.  Although there can be no assurance, we believe that
readiness for our other products that are not Year 2000 ready will be achieved
prior to January 1, 2000.

VOLATILITY OF STOCK PRICE

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


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