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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


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market trends, development and implementation of new technologies and processes
and a substantial capital commitment.  In particular, ADC has invested
substantial resources toward the development of new products such as its
Homeworx-TM- product utilizing hybrid fiber coax technology.  ADC is engaging in
extensive field testing and evaluation of its Homeworx-TM- system for video and
telephony applications, and has shipped the Homeworx-TM- system for video
applications to customers for initial deployment.  In addition, ADC is currently
deploying the Homeworx-TM- system for telephony applications to a limited number
of customers for field trial.  Development and customer acceptance of new
products is inherently uncertain, and there can be no assurance that ADC will
successfully complete the commercialization of the Homeworx-TM- system for
telephony applications or other 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 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 the amount of capital expenditures by public network providers,
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.

     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


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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.  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 telecommunications industry could increase
ADC's opportunities to provide solutions for its customers' voice, data and
video needs,


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this is dependent on the reaction of ADC's existing and prospective customers to
such regulatory trends.  The effect on the market for ADC's products 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 15%, 18% and 21% of
ADC's net sales in fiscal 1994, 1995, and 1996, 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.  There 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


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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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