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                         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, 1997

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

             12501 Whitewater Drive
             Minnetonka, Minnesota                       55343
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   (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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.20
                                                            par value
                                                            Common Stock
                                                            Purchase Rights

     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.   Yes   /X/    No   / /

     The aggregate market value of voting stock held by nonaffiliates of the
registrant, as of January 9, 1998, was approximately $4,545,205,023 (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,  $.20
par value,  as of January 9, 1998, was 133,928,138.

     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.   /X/

                        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, 1997.  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 1998 Annual Meeting of Shareholders to be
filed with the Securities and Exchange Commission on or before February 24,
1998.



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                                        PART I

ITEM 1.   BUSINESS

     ADC designs, manufactures, markets and integrates a broad range of 
products and services that enable its customers to construct and upgrade 
their telecommunications networks to support increasing user demand for 
voice, data and video services, primarily within an area of the 
telecommunications market known as the "local loop." The local loop is the 
portion of the public network from the central office, through the equipment 
that connects the local central office to the subscriber's equipment, onto 
the customer's premises and across the enterprise or residential network.  
Telephone companies, cable television operators, wireless network providers 
and other public network providers are building the infrastructure required 
to offer Internet access, higher speed data, video and telephony services, 
entertainment and other interactive services to residential and business 
customers.  Greater and greater amounts of network bandwidth are required for 
these services, and the Company's development efforts and product offerings 
are focused on "unlocking the capacity of the local loop," eliminating 
bottlenecks and increasing the speed and efficiency of the network.

     The Company's products include equipment, services and integrated solutions
within three functional product groups: transmission, enterprise networking and
broadband connectivity.  The Company's transmission products are designed for
use in copper-based, coax-based, fiber-based or wireless transmission networks
and are sold primarily to public network providers in the United States and
internationally.  The Company's enterprise networking products are designed for
use in copper-based, fiber optic and wireless networks and are sold primarily to
private voice, data and video network providers around the world.  The Company's
broadband connectivity products are designed for use in copper-based, coax,
fiber optic or wireless transmission networks and are sold to both public and
private global network providers.

     The Company's customers include:  public network providers, which consist
of all five of the Regional Bell Operating Companies (RBOCs), post telephone and
telegraph companies (PTT's), other telephone companies, long distance carriers,
wireless service providers, major 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 major telecommunications 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; 1995, 1996 and 1997 refer to the Company's
fiscal years ended October 31, 1995, 1996 and 1997, respectively; and 1998
refers to the Company's fiscal year ending October 31, 1998.

INDUSTRY BACKGROUND

     Since the Company entered the telecommunications equipment industry in the
1970s, the industry has grown and changed substantially, primarily as a result
of continuous technological development; increased demand for new, higher speed,
higher capacity services such as Internet access, digital video and advanced
wireless services; the convergence of all voice, 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 telecommunications equipment
industry for the foreseeable future.

     Several important technological developments have spurred the evolution of
the telecommunications equipment industry.  One important technological change
has been the deployment


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of fiber optic transmission systems.  In a fiber optic system, lasers transmit
voice, 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 Wave 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.  Very 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 telecommunications
marketplace is the use of integrated circuits in both public and private
telecommunications networks, facilitating significantly more complex networks.
Network 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
telecommunications 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 Systems (MMDS) and Local Multipoint Distribution Systems
(LMDS) for wireless cable services and wireless data and paging services.  This
growth has been spurred 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 telecommunications
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 past two 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.

     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, 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


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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.

     The evolution in technology and user needs has been accompanied by changes
in the domestic and international regulatory environment.  Since the divestiture
of the AT&T regional operating companies in 1984 (in a consent decree), the
RBOCs have been prevented from manufacturing equipment for use in
telecommunications networks.  As the RBOCs have embarked on aggressive expansion
plans, significant opportunities have been created for independent
telecommunications 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 companies, 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 telecommunications 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
telecommunications 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 (FCC) 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. telecommunications industry will take a
number of years to unfold.

     Outside the United States, the telecommunications equipment market has also
expanded and changed significantly in recent years, as network users have
increasingly demanded access to voice, data and video communications
capabilities.  Many countries without reliable or extensive wireline systems are
seeking to develop and enhance their telecommunications infrastructure.  This
growth in demand for network services and infrastructure has been accompanied by
changes in the international regulatory environment.  In many countries,
government operated telecommunications 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 public telephone
system markets and within private voice, data and video communications markets.

     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 data
and video traffic has driven the need for broadband


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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.  The Company participates in this emerging
broadband global network market by providing a broad variety of end-to-end
integrated equipment and services solutions.

STRATEGY

     ADC's strategy is to capitalize on opportunities in the evolving global
telecommunications market by providing equipment, services and integrated
systems solutions for its customers' voice, data and video telecommunications
networks primarily within the local loop area of the telecommunications market.
ADC's broad range of products addresses key areas of the telecommunications
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, PTT's, other telephone
companies, long distance carriers, wireless service providers, the major cable
TV operators, other public network providers, private network providers and
telecommunications OEMs.

Key components of the Company's strategy include:

-    FOCUS ON BROADBAND LOCAL LOOP MARKET OPPORTUNITIES.  In recent years,
     broadband requirements for both public and private networks have grown
     significantly.  ADC offers a broad line of telecommunications equipment
     that addresses customers' network needs in the "local loop."  The Company
     believes that the local loop presents some of the greatest market growth
     opportunities and customer needs in the telecommunications equipment
     industry today, and is therefore focusing its product development and
     marketing efforts on these emerging opportunities.  Through internal
     development, acquisitions and joint ventures, ADC has organized its local
     loop offerings into three major network product areas: transmission,
     enterprise networking and broadband connectivity.  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 complete, end-to-end solutions to their network
     needs.  ADC's local loop products and services enable network providers to
     address their three major broadband customer markets: residential, business
     and wireless.

-    FOCUS ON BROADBAND TECHNOLOGIES THAT "UNLOCK THE CAPACITY OF THE LOCAL
     LOOP."  In the public network local loop market, broadband deployment has
     been driven by telephone and cable television providers seeking to
     establish the infrastructure required to offer Internet access,
     higher-speed data, video and telephony services, entertainment and other
     interactive services to residential customers over a single network.
     Broadband deployment in the public network local loop market has also been
     accelerated by telephone providers and competitive local exchange carriers
     seeking to establish a single network which will offer higher-speed voice,
     data and video services utilizing increasing amounts of bandwidth to
     business customers.  In addition, both residential and business customers
     are driving local loop network requirements by increasingly demanding
     advanced wireless services.  ADC is focusing its development resources on
     technologies that will "unlock the capacity of the local loop" (i.e.,
     eliminate bottlenecks and increase the speed and efficiency within the
     local loop).  Examples of products developed by ADC to target these local
     loop opportunities include the Company's Homeworx-TM- system, which has
     been designed to enable telephone and cable television companies to provide
     a range of voice, video and data services to residential customers; the
     Soneplex-Registered Trademark- product platform, which allows public
     network providers to cost effectively deliver and manage


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     broadband services over the public network for their business customers;
     the AAC-3-TM- ATM access concentrator, which allows customers to gain
     access to high speed switched voice, data and video traffic on public
     networks from their private networks; television transmission products for
     the wireless cable and broadcast industry, which provide an alternative,
     wireless method of broadcasting video and other services to residential
     customers; and the Company's family of CityWide-TM- wireless systems, which
     provide access to, add to and extend wireless communications coverage.  In
     addition, ADC's 1997 acquisitions and joint ventures and internal product
     development efforts improved the Company's ability to target broadband
     local loop network opportunities.  See "SUPPLEMENT INTERNAL DEVELOPMENT
     EFFORTS WITH STRATEGIC ALLIANCES AND ACQUISITIONS"  in this section as well
     as the specific product group discussions below.

-    LEVERAGE TECHNOLOGICAL CAPABILITIES ACROSS PRODUCT GROUPS.  ADC has
     developed substantial expertise in fiber optic, broadband copper, video,
     wireless and broadband network management technologies 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, data and video network needs in various market areas.  For example,
     the Company is continuing development of its wireless technologies for use
     in converging wired and wireless applications, such as potential wireless
     local loop products.  See "SUPPLEMENT INTERNAL DEVELOPMENT EFFORTS WITH
     STRATEGIC ALLIANCES AND ACQUISITIONS"  in this section.

-    EXPAND INTERNATIONAL PRESENCE.  ADC believes that significant growth in the
     telecommunications 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 telecommunications services.  During
     both 1997 and 1996, ADC's international sales represented approximately 21%
     of total sales, compared to 18% of total sales for 1995.  ADC's strategy is
     to continue 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. Three of ADC's
     subsidiaries and several of its strategic alliance partners have their
     principal operations or markets outside the U.S.

-    SUPPLEMENT INTERNAL DEVELOPMENT EFFORTS WITH STRATEGIC ALLIANCES AND
     ACQUISITIONS.  Because of the dynamic nature of the telecommunications
     equipment industry, ADC has sought and intends to continue to seek
     alliances and acquisitions which 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.  Recent examples of such alliances and
     acquisitions include:  (i) the acquisition of The Apex Group, Inc., a
     software development and information management company based in Columbia,
     Maryland; (ii) the acquisition of NewNet, Inc., a developer of intelligent
     network telecommunications software, including Signaling Systems 7 (SS7)
     technology and wireless intelligent network products (such as short
     messaging servers), located in Shelton, Connecticut; and (iii) the 
     marketing and development agreement with interWAVE Communications 
     International, Ltd. of Redwood City, California, under which ADC is 
     marketing interWAVE's line of Global System for Mobile Communications (GSM)
     system products worldwide.

     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.


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PRODUCT GROUPS

     The Company's products can be categorized into three general functional
groups: (i) transmission, (ii) enterprise networking and (iii) broadband
connectivity.  These product groups accounted for 44%, 13% and 43%,
respectively, of the Company's net sales during 1997.  Each of these product
groups is discussed below.

TRANSMISSION PRODUCTS

     ADC's transmission products provide electronic and optical signal
generation primarily within the local loop portion of public networks.  Certain
of the transmission products also provide access to the network in order to
monitor, test and reroute circuits within telecommunications transmission
systems.  ADC's transmission products are designed for use in copper-based,
coax-based, fiber-based or wireless transmission networks and are sold to
telephone companies, cable TV companies, other public network providers and to
users of private voice, data and video networks.  Transmission products and
services include fiber optic video delivery products, other high speed voice,
data and video delivery and access platforms, wireless cable and broadcast TV
transmission equipment, wireless microcell systems, wireless performance and
network management systems, test and monitoring systems, digital repeaters and
systems integration services and products.  The Company's principal transmission
products are described below.

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.  This system is used in public residential broadband
networks.  During 1997, ADC added Ethernet-based data transport capabilities to
the DV6000 platform.  The Company also manufactures various analog video
transmission systems used in cable TV and broadcast applications and interactive
systems for distance learning and campus interconnects.

HOMEWORX ACCESS TRANSPORT PLATFORM.  The Company's Homeworx access transport
platform is a customer loop transmission system for small business and
residential customers utilizing Hybrid Fiber Coax (HFC) technology.  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 companies and other telecommunications
common carriers.  In October 1997, NetCom Systems AB, a major alternative
provider of telecommunication services in Scandinavia, selected ADC's Homeworx
telephony equipment to deliver enhanced telephony and data services over its
existing cable TV HFC infrastructure to certain of its 320,000 customers at
Tele2, NetCom's telephony operator in Sweden.  In December 1997, MediaOne began
deploying the Homeworx system for a major telephony network in Atlanta, Georgia.
In mid-1998, the Company expects to begin a limited number of customer test
trials for the symmetrical cable data modem portion of the Homeworx system which
was developed with another company.  In addition, the Company recently announced
an asymmetrical cable data modem product obtained through a marketing and
development agreement with Phasecom.  The Company currently plans to begin
shipping commercial volumes of the asymmetrical cable data modem products in the
first half of 1998.  Finally, ADC has undertaken development of a High bit-rate
Digital Subscriber Line (HDSL) platform, a wireless broadband access platform
and an integrated wireless/wireline narrowband access platform for residential
network applications.  These three new systems, all of which are based on the
Homeworx platform, provide an example of ADC's ability to leverage technology
developments into related applications.  The Company anticipates that these
systems will be available for customer test trials by the end of 1998.


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SONEPLEX SERVICE DELIVERY PLATFORM.  The Company's Soneplex platform is a
carrier-class, intelligent loop access platform enabling public network
providers to deliver T1/E1 based services to business customers.  The Company's
Soneplex family of platforms employs various transport technologies, including
fiber optic and High bit-rate Digital Subscriber Line (HDSL) transmission, to
deliver high-bandwidth voice, data and video services over carriers' fiber and
copper facilities.  Soneplex systems utilize integrated network management to
provide remote circuit provisioning, visibility and sectionalization, helping to
decrease the operating costs of public network delivery of T1/E1 services.  The
integrated multiplexing capability of ADC's Soneplex platform also provides
public network carriers a more efficient inter-connection and direct interface
to their high-speed SONET core network.  During 1997, ADC's Soneplex system was
approved for use at Bell Atlantic, GTE, Pacific Bell, Teleport Communications
Group, Hong Kong Tel, Hutchison Telecommunications and  Shaw FiberLink.  The
Company continues to introduce new modules and capabilities for the Soneplex
platform.  During 1998, the Company plans to enhance the Soneplex system to
include much higher SONET speeds and international interfaces.  Also, during
1998, the Company expects to enter customer test trials of its Cellworx system.
The Cellworx system is ADC's ATM based, very high-speed, intelligent platform
enabling public network providers and enterprise networks to deliver ATM and
SONET based services to business customers over copper and fiber facilities.

WIRELESS CABLE/BROADCAST TELEVISION TRANSMISSION EQUIPMENT. The Company
participates in the wireless cable and television broadcast market through its
subsidiary, Information Transmission Systems Corp. ("ITS").  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.

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 the first fully sectorized
microcell offering 25 to 100 watts of Radio Frequency (RF) power per sector.
Fully transparent to analog or digital modulation, the CityWide products have
been commercially deployed by five of seven major U.S. cellular network
providers  The Company's new 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.

OTHER CELLULAR AND PCS TRANSMISSION EQUIPMENT.  During 1997, the Company entered
into a marketing and development agreement with interWAVE Communications
International, Ltd., in which ADC began marketing interWAVE's line of GSM system
products worldwide.  In addition, ADC provides systems level design  and
wireless base station equipment for various cellular, Cellular Digital Packet
Data (CDPD) and paging technologies.  The Company's recent acquisition of
NewNet, Inc., a developer of intelligent network telecommunications software,
including Signaling Systems 7 (SS7) technology and wireless intelligent network
products (such as short messaging servers), has added core software competencies
to ADC's wireless product strategy.  The Company expects to introduce various
wireless transmission products and systems and to begin customer field trials
for several of these new products during 1998.

WIRELESS PERFORMANCE AND NETWORK MANAGEMENT SYSTEMS.  Through its London-based
subsidiary, Metrica Systems Ltd., the Company designs and sells
telecommunications network performance management software.  Metrica Systems'
software platforms are used in the infrastructure management


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systems of over 90 wireless and, an increasing amount of, wireline public
network operators throughout the world.

SYSTEMS INTEGRATION SERVICES AND PRODUCTS.  During 1997, ADC significantly
increased its systems integration capabilities with the acquisition of The Apex
Group, Inc., a software development and information management company.  ADC
provides systems integration services relating to the Company's transmission
product group in the following areas: overall project management; technical
consulting and design; implementation; product support; performance assessment;
and training services.  ADC's systems integration products consist of multimedia
systems from several ADC product areas designed specifically for integrated
voice, data and video applications, including distance learning, business,
medical and government networks.  The Company supplies its systems integration
services and products primarily to telephone operating companies, other common
carriers and users of private telecommunications networks.

 ENTERPRISE NETWORKING PRODUCTS

     ADC's enterprise networking products provide interconnection and
transmission of voice, data and video signals within a private network and also
provide access to the public network.  These products are designed for use in
copper-based, fiber optic and wireless global local loop networks and are sold
to users of private voice, data and video networks, either directly or through
telecommunications common carriers or Value Added Resellers (VARs), primarily
for use in business broadband networks.  Enterprise networking products include
public network access equipment, internetworking products and data network
management products.  The Company's principal enterprise networking products are
described below.

PUBLIC NETWORK ACCESS EQUIPMENT.  The Company manufactures a family of Channel
Service Unit (CSU) and Data Service Unit (DSU) products which are used to
interconnect digitally the public network and the private network.  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.  During 1997, ADC enhanced
its  Frame Relay access products for Internet and other high-speed digital
connections.  The Company commercially released 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.  During 1997, ADC and Cisco Systems, Inc.
announced a jointly developed, standards-based inverse multiplexing over ATM
solution targeted at carriers providing high-speed Frame Relay services.

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.


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PATCH/SWITCH SYSTEM AND PATCHMATE-TM- MODULE.  The Company's Patch/Switch 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.

BROADBAND CONNECTIVITY PRODUCTS

     ADC's broadband connectivity products provide the physical contact points
for connecting different telecommunications system components and gaining access
to telecommunications system circuits for the purpose of installing, testing,
monitoring, reconfiguring, splitting and multiplexing such circuits within
global public and private networks, predominantly the local loop portion.  The
Company's broadband connectivity products are designed for use in copper-based,
coax, fiber optic or wireless transmission networks.  These products are sold to
the RBOCs, other telephone companies, long distance carriers, other public
network providers such as cable TV companies and wireless services providers,
international network operators, private network providers and
telecommunications OEMs as part of their residential broadband, business
broadband and wireless networks.  Broadband connectivity products and services
include various network access/connection devices for copper and coax networks,
various network access/connection devices for fiber optic networks, modular
fiber optic cable routing systems, outside plant cabinets and enclosures,
wireless infrastructure equipment and subsystems, broadband software
infrastructure management systems and systems integration services.  The
Company's principal broadband connectivity products are described below.

JACKS, PLUGS, PATCH CORDS, JACKFIELDS AND PATCH BAYS.  Jacks and plugs are the
basic components used to gain access to copper telecommunications 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 connectors
and used by telecommunications 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.

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 telecommunications
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 premise.

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 coax cable.  This product family includes
a series of splitter/combiner panels, a series of video jacks and


                                          10
<PAGE>

panels which monitor, patch and provide a test access point and an analog video
interface system panel designed for on-demand testing.

OTHER FIBER OPTIC PRODUCTS.  Fiber optic patch cords are functionally similar to
copper patch cords and are the basic components used to gain access to fiber
telecommunications 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.  The Company
incorporates its fiber optic patch cords and cable assemblies into its own
products and also sells them in component form. ADC's subsidiary AOFR Pty. Ltd.,
located in Australia, sells fiber optic couplers which are passive connection
devices used in fiber optic transmission systems which conform to the stringent
environmental, reliability, performance and mechanical standards required in
global broadband network and test equipment markets.  These products, which
include optical splitters and wavelength division multiplexers, enable efficient
and cost-effective deployment of broadband networks.  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.  ADC also sells Dense Wave 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
sixteen-channel components.  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.

WIRELESS INFRASTRUCTURE EQUIPMENT AND SUBSYSTEMS.  ADC designs, manufactures and
markets radio frequency filters, tower-top amplifiers and other wireless base
station and subscriber equipment components and subsystems through its
subsidiary 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.

SYSTEMS INTEGRATION SERVICES.  The Company's systems integration services
relating to the Company's broadband connectivity product group are divided into
three areas: technical service design and management; operations and
implementation; and training and documentation services.   These services
usually consist of layout and installation of new telecommunications networks,
modification of existing networks or the addition of equipment to existing
networks.  The Company provides its systems integration services primarily to
telephone operating companies, other common carriers and users of private
telecommunications networks.

SALES AND MARKETING

     ADC sells its products to customers in three primary markets: (i) the
United States public telecommunications network market, which consists of all
five of the RBOCs, other telephone companies, long distance carriers, wireless
service providers, the major 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 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


                                          11
<PAGE>

market segments accounted for 73%, 6% and 21%, respectively, of the Company's
net sales for the year ended October 31, 1997; 71%, 8% and 21%, respectively,
of the Company's net sales for the year ended October 31, 1996; and 74%, 8% and
18%, respectively, of the Company's net sales for the year ended October 31,
1995.  The Company also sells product for each of these customer groups to the
major telecommunications 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 transmission 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 public network 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 companies for public
telecommunications 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 telecommunications 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 telecommunications 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
telecommunications 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
telecommunications 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


                                          12
<PAGE>

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 data applications; (iii) the development of network systems
software; (iv) the continuing development of its Soneplex and Cellworx systems
for integrated voice, data and video applications; (v) the continuing
development of wireless products; (vi) the incorporation of ATM technology into
voice, data and video products for both public and private telecommunications
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 telecommunications 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 transmission products are competitive with products offered by several
other companies, including Lucent Technologies, Northern Telecom, Inc.  and
Motorola, Inc.  The Company's enterprise networking products are competitive
with the products of a number of other companies.  Both the Company's
transmission and enterprise networking products face strong price competition
and pressure from alternative distribution strategies utilized by other
companies.  The Company's broadband connectivity products are competitive with
the products offered by numerous other companies, including Lucent Technologies,
Siecor Corporation and Telect Inc.  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 telecommunications industry
have resulted in frequent changes to the Company's group of competitors.  The
Company 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.  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
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 telecommunications
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
telecommunications 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 telecommunications industry will continue to make the markets
in which the Company competes attractive to new entrants.  There can be no
assurance that the Company


                                          13
<PAGE>

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.

     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, 1997, there were approximately 5,924 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 gross profit percentages, 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 telecommunications


                                          14
<PAGE>

industry.  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.

     During 1997, the Company constructed a new manufacturing facility in
Shakopee, Minnesota, which, together with an adjacent distribution facility
constructed in 1996, 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
cities in the United States, Canada, Mexico, Venezuela, the United Kingdom,
Belgium, Germany, Finland, Australia, India, Singapore, Thailand, the 
Philippines, Argentina, Malaysia, Korea and China.

     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.



                                          15
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT

     The executive officers of the Company are as follows:

Name                    Office                           Officer Since    Age
----                    ------                           -------------    ---

William J. Cadogan      Chairman of the Board of             1987          49
                        Directors, President, Chief
                        Executive Officer and Chief
                        Operating Officer

John M. Baker           Senior Vice President,               1997          41
                        President, ADC Wireless
                        Systems Group

Lynn J. Davis           Senior Vice President,               1984          50
                        President, Broadband
                        Connectivity Group

Richard S. Gilbert      Senior Vice President,               1994          45
                        President, Enterprise
                        Networking Group

Charles R. Kenmore      Senior Vice President,               1997          48
                        President, International

William  L.  Martin III Senior Vice President,               1994          50
                        President, Transport Systems
                        Group

Vivek Ragavan           Senior Vice President,               1996          45
                        President, Broadband
                        Communications Division

Robert E. Switz         Senior Vice President, Chief         1994          51
                        Financial Officer

Darryl E. Ponder        Vice President, Business             1997          37
                        Development

Charles T. Roehrick     Vice President, Controller           1995          43

John A. Schofield       Vice President, President,           1996          49
                        ADC Systems Integration, Inc.

     The Company's executive officers were last elected as executive officers by
the Board of Directors on February 25, 1997, except Messrs. Kenmore and Ponder
who joined the Company in November 1997.  Messrs. Cadogan and Davis have served
in various capacities with the Company for more than five years.  Biographical
information regarding the other named officers follows.

     Mr. Baker joined the Company in February 1997.  From January 1996 until
such time, he was Vice President of Network Technology for Pacific Bell Mobile
Services, a wireless communications company.  From October 1990 to January 1996,
Mr. Baker served as Vice President of PCS Base Station Systems for Nokia
Telecommunications, a manufacturer of radio infrastructure equipment.


                                          16
<PAGE>

     Mr. Gilbert joined the Company in June 1992.  Prior to November 1994, he
was Vice President and General Manager, Access Group for six months and Vice
President, Engineering for two years.  From 1991 to 1992, he was Vice President
of Research and Development at Make Systems, Inc., a manufacturer of a network
design and analysis tool.  From 1990 to 1991, Mr. Gilbert was Assistant Vice
President of Software Engineering for Vitalink Communications Corporation, a
manufacturer of data communications equipment.

     Mr. Kenmore joined the Company in November 1997.  Between January 1995 and
November 1997, he served as Senior Corporate Vice President and General Manager
International Division of Boca Research, Inc., a manufacturer of voice, data and
video network products.  From 1989 to 1994, Mr. Kenmore held the position of
Vice President and General Manager, International Information Systems Group of
Motorola, a manufacturer of voice and data wireline and wireless network
products.

     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. 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.

     Mr. Ponder joined the company in November 1997.  Between March 1990 and
November 1997, he was employed by Alcatel Network Systems, a manufacturer of
telecommunications equipment such as lightwave transmission systems, digital
crossconnects, microwave radios and loop access products.  While at Alcatel, he
served in various senior management positions, most recently as Senior Director,
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.

     Mr. Schofield originally joined the Company in October 1992.  He returned
to the Company in October 1995 after holding the position with DSC
Communications of Vice President, International Sales and Marketing for a brief
period between July and October of 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.


                                          17
<PAGE>

                                      PART II

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

     The section entitled "Quarterly Stock Prices" on page 21 of the Company's
Annual Report to Shareholders for the fiscal year ended October 31, 1997 (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").

     On October 1, 1997, the Company issued 1,313,848 shares (the "Shares") of
its Common Stock in a transaction that was not registered under the Securities
Act. The Shares were issued to the shareholders of NewNet, Inc. ("NewNet")
pursuant to an agreement dated October 1, 1997 among the Company and such NewNet
shareholders, providing for the acquisition of all of the issued shares of
capital stock of NewNet by the Company.  No underwriter or placement agent was
involved in the issuance of the Shares, and the Company did not receive any cash
consideration for the Shares (which constituted the purchase price paid by the
Company for NewNet).  The Shares were issued to the former NewNet shareholders
in a transaction exempt pursuant to Section 4(2) of the Securities Act.


ITEM 6.        SELECTED CONSOLIDATED FINANCIAL DATA

     The summary of certain consolidated statement of income and balance sheet
information for the five years ended October 31, 1997 which is included in the
tables on pages 34 through 37 of 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 report.


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

     The section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on pages 17 through 21 of 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.


                                          18
<PAGE>


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

     Not applicable.


ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements appearing on pages 22 through 37 of 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.

                                       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" on pages 3 through 6 and 
16 through 17, respectively, of 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" on pages 7 through 16 of 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" on pages 2 through 3 of the Proxy Statement is incorporated herein
by reference.

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The section entitled "Certain Transactions" on page 16 of the Proxy 
Statement is incorporated herein by reference.


                                          19
<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>
     Report of Independent Public Accountants                                   22

     Consolidated Statements of Income for the years ended October
      1997, 1996 and 1995                                                       23

     Consolidated Balance Sheets as of October 31, 1997 and 1996                24

     Consolidated Statements of  Stockholders' Investment for
      the years ended October 31, 1997, 1996 and 1995                           25

     Consolidated Statements of Cash Flows for the years
      ended October 31, 1997, 1996 and 1995                                     26

     Notes to Consolidated Financial Statements                                 27

     Summary of Operations for the years ended October 31,
      1987 through October 31, 1997 (Unaudited)                                 34

     Summary of Balance Sheets for the years ended October 31,
      1987 through October 31, 1997 (Unaudited)                                 36
</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

Exhibit
Number    Description
------    -----------

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.)


                                          20
<PAGE>

Exhibit
Number    Description
--------  ------------

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.)

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

10-e*     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-f*     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.)


                                          21
<PAGE>

Exhibit
Number    Description
--------  ------------

10-g*     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, 1996.)

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

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

10-j*     Broadband Connectivity Management Incentive Plan Fiscal Year 1996.
          (Incorporated by reference to Exhibit 10-h to the Company's Quarterly
          Report on Form 10-Q for the quarter ended January 31, 1996.)

10-k*     Corporate Management Incentive Plan Fiscal Year 1996. (Incorporated by
          reference to Exhibit 10-i to the Company's Quarterly Report on Form
          10-Q for the quarter ended January 31, 1996.)

10-l*     Enterprise Networking Group Management Incentive Plan Fiscal Year
          1996. (Incorporated by reference to Exhibit 10-j to the Company's
          Quarterly Report on Form 10-Q for the quarter ended January 31, 1996.)

10-m*     International Management Incentive Plan Fiscal Year 1996.
          (Incorporated by reference to Exhibit 10-k to the Company's Quarterly
          Report on Form 10-Q for the quarter ended January 31, 1996.)

10-n*     Network Services Management Incentive Plan Fiscal Year 1996.
          (Incorporated by reference to Exhibit 10-m to the Company's Quarterly
          Report on Form 10-Q for the quarter ended January 31, 1996.)

10-o*     ADC Video Systems Management Incentive Plan Fiscal Year 1996.
          (Incorporated by reference to Exhibit 10-o to the Company's Quarterly
          Report on Form 10-Q for the quarter ended January 31, 1996.)

10-p*     Systems Integration Management Incentive Plan Fiscal Year 1996.
          (Incorporated by reference to Exhibit 10-r to the Company's Quarterly
          Report on Form 10-Q for the quarter ended January 31, 1996.)

10-q*     Business Unit Management Incentive Plan Fiscal Year 1998.

10-r*     Corporate Management Incentive Plan Fiscal Year 1998.

10-s*     International Management Incentive Plan Fiscal Year 1998.

10-t*     Business Development Management Incentive Plan Fiscal Year 1998.


                                          22
<PAGE>

Exhibit
Number    Description
--------  ------------

10-u*     Executive Incentive Exchange Plan Fiscal Year 1998.

10-v*     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-w*     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-x*     First Amendment of ADC Telecommunications, Inc.  Change in Control
          Severance Pay Plan Statement and Summary Plan Description, effective
          July 22, 1997.

10-y*     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-z*     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-aa*    ADC Telecommunications, Inc. Nonemployee Director Stock Option Plan,
          as amended.

10-bb*    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-cc*    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-dd*    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-ee     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-ff     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-gg     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.)


                                          23
<PAGE>

Exhibit
Number    Description
--------  ------------

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

13-a      Portions of the 1997 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,
          333-25311, 333-25241, 333-25569, 333-25623, 333-32023, 333-37419 and
          333-37619.

24-a      Power of Attorney.

27-a      Financial Data Schedule.

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)       No reports on Form 8-K were filed during the quarter ended October 31,
          1997.

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

(d)       See Item 14(a)(3) above.
-----------------
* 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:    January 16, 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>
<CAPTION>

<S>                           <C>                                <C>

 /s/ William J. Cadogan       Chairman of the Board,             Dated:  January 16, 1998
--------------------------
William J. Cadogan            President and
                              Chief Executive Officer
                              (principal executive officer)

  /s/ Robert E. Switz         Senior Vice President,             Dated:  January 16, 1998
--------------------------
Robert E. Switz               Chief Financial Officer
                              (principal financial officer)

  /s/ Charles T. Roehrick     Vice President, Controller         Dated:  January 16, 1998
--------------------------
Charles T. Roehrick           (principal accounting officer)

James C. Castle*              Director
Thomas E. Holloran*           Director
B. Kristine Johnson*          Director
Charles W. Oswald*            Director
Irene M. Qualters*            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:  January 16, 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, 1997

                                   EXHIBIT INDEX

Exhibit
Number    Description                                                 Page
------    -----------                                                 ----

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.)

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, N.A.
          (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      Business Development Management Incentive Plan Document -
          Directors and Above Fiscal Year 1997.  (Incorporated by
          reference to Exhibit 10-a of the


                                          26
<PAGE>

Exhibit
Number    Description                                                 Page
------    -----------                                                 ----

          Company's Quarterly Report on Form 10-Q for the quarter
          ended January 31, 1997.)

10-e      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-f      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-g      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, 1996.)

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

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

10-j      Broadband Connectivity Management Incentive Plan Fiscal Year
          1996. (Incorporated by reference to Exhibit 10-h to the
          Company's Quarterly Report on Form 10-Q for the quarter
          ended January 31, 1996.)

10-k      Corporate Management Incentive Plan Fiscal Year 1996.
          (Incorporated by reference to Exhibit 10-i to the Company's
          Quarterly Report on Form 10-Q for the quarter ended January
          31, 1996.)

10-l      Enterprise Networking Group Management Incentive Plan Fiscal
          Year 1996. (Incorporated by reference to Exhibit 10-j to the
          Company's Quarterly Report on Form 10-Q for the quarter
          ended January 31, 1996.)

10-m      International Management Incentive Plan Fiscal Year 1996.
          (Incorporated by reference to Exhibit 10-k to the Company's
          Quarterly Report on Form 10-Q for the quarter ended January
          31, 1996.)

10-n      Network Services Management Incentive Plan Fiscal Year 1996.
          (Incorporated by reference to Exhibit 10-m to the Company's
          Quarterly Report on Form 10-Q for the quarter ended January
          31, 1996.)

10-o      ADC Video Systems Management Incentive Plan Fiscal Year
          1996. (Incorporated by reference to Exhibit 10-o to the
          Company's Quarterly Report on Form 10-Q for the quarter
          ended January 31, 1996.)


                                          27
<PAGE>

Exhibit
Number    Description                                                 Page
------    -----------                                                 ----

10-p      Systems Integration Management Incentive Plan Fiscal Year
          1996. (Incorporated by reference to Exhibit 10-r to the
          Company's Quarterly Report on Form 10-Q for the quarter
          ended January 31, 1996.)

10-q      Business Unit Management Incentive Plan Fiscal Year 1998.

10-r      Corporate Management Incentive Plan Fiscal Year 1998.

10-s      International Management Incentive Plan Fiscal Year 1998.

10-t      Business Development Management Incentive Plan Fiscal Year
          1998.

10-u      Executive Incentive Exchange Plan Fiscal Year 1998.

10-v      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-w      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-x      First Amendment of ADC Telecommunications, Inc.  Change in
          Control Severance Pay Plan Statement and Summary Plan
          Description, effective July 22, 1997.

10-y      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-z      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-aa     ADC Telecommunications, Inc. Nonemployee Director Stock
          Option Plan, as amended.

10-bb     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.)


                                          28
<PAGE>

Exhibit
Number    Description                                                 Page
------    -----------                                                 ----

10-cc     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-dd     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-ee     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-ff     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-gg     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.)

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


                                          29
<PAGE>

Exhibit
Number    Description                                                 Page
------    -----------                                                 ----

13-a      Portions of the 1997 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,
          333-25311, 333-25241, 333-25569, 333-25623, 333-32023,
          333-37419 and 333-37619.

24-a      Power of Attorney.

27-a      Financial Data Schedule.

99-a      Cautionary Statement Regarding Forward-Looking Statements.



                                          30