---

---

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-Q/A(Amendment No. 1)

(Mark One)

|/x/                                           | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
|--------------------------------------------- | -----------------------------------------------------------------------------------------
|For the quarterly period ended April 30, 2000
|OR                                           
|/ /                                           | TRANSACTION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period from N/A to N/A    
|                                              |                                                                                          

Commission file number 0-1424

---

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

Minnesota(State or other jurisdiction of
incorporation or organization)

41-0743912(I.R.S. Employer
Identification No.)


12501 Whitewater Drive, Minnetonka, MN 55343(Address of principal executive offices) (Zip code)

(952) 938-8080(Registrant's telephone number, including area code)

N/A(Former name, former address and former fiscal year, if changed since last report)

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common
stock, $.20 par value: 321,289,306 of June 6, 2000

---

---

---

## 

EXPLANATORY NOTE

ADC's previously filed Form 10-Q report dated June 13, 2000 for the fiscal quarter ended April 30, 2000 is hereby amended and restated in
its entirety. The amendment and restatement is necessary to reflect the accounting treatment required by Emerging Issued Task Force Issue No. 91-5 ("EITF 91-5") with respect to an
investment in stock of a privately held company held as an available-for-sale security exchanged for stock of another company in an acquisition transaction.

This
amendment and restatement reflects the modification in accounting treatment for a transaction related to the Company's investment in Siara Systems, Inc. ("Siara Systems"). ADC
acquired a 7.3% interest in Siara Systems during 1999 for approximately $3 million and, in subsequent periods, continued to carry this investment at its original cost. On March 8, 2000,
Redback Networks, Inc. ("Redback") acquired Siara Systems in an exchange of Redback shares for all the outstanding shares of Siara Systems (the "Siara Systems Transaction"). The Siara Systems
Transaction resulted in ADC exchanging its shares of Siara Systems for shares of Redback. Upon the closing of the Siara Systems Transaction, ADC recorded the shares of Redback at the current market
value of the Redback shares. The Redback shares ADC received in the Siara Systems Transaction had a market value of $726 million. Consistent with its treatment of other unrealized gains and
losses in its investment portfolio, ADC recorded the $722.6 million increase in its investment portfolio as an unrealized gain. Such gains are excluded from earnings, but increase other
comprehensive income (a component of shareowners' investment). However, in accordance with EITF 91-5,"Nonmonetary Exchange of Cost Method
Investments,"the increase in value caused by the Siara Systems Transaction should have been recorded as a component of earnings in the period in which the Siara Systems
Transaction occurred. Therefore, ADC is filing this amendment and restatement to reflect the $722.6 million gain from the Siara Systems Transaction as other income for the period ended
April 30, 2000.

This
amendment and restatement does not affect previously reported operating income, assets, liabilities, shareowners' investment or cash flow. Net income for the quarter and six
months ended April 30, 2000 increased by $455.2 million to $548.9 million and $605.2 million, respectively. Diluted earnings per share increased $1.41 to $1.70 for the
quarter and increased $1.43 to $1.90 for the six months ended April 30, 2000.

---

## 

PART I. FINANCIAL INFORMATION       ITEM 1. FINANCIAL STATEMENTS

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETSUNAUDITED

(In thousands)

|                                                                               |                                                        | April 30,
2000            |           | October 31,
1999
|------------------------------------------------------------------------------ | ------------------------------------------------------ | ------------------------- | --------- | ----------------
|ASSETS                                                                        
|CURRENT ASSETS:                                                                |                                                        |                           |           |                 
|                                                                               | Cash and cash equivalents                              |                           | $         | 233,016         
|                                                                               | Available for sale securities                          |                           |           | 549,267         
|                                                                               | Accounts receivable                                    |                           |           | 530,149         
|                                                                               | Inventories                                            |                           |           | 315,459         
|                                                                               | Prepaid income taxes and other assets                  |                           |           | 62,052          
|                                                                               |                                                        |                           |           |                 
|                                                                               |                                                        | Total current assets      |           |                 
|PROPERTY AND EQUIPMENT, net                                                    |                                                        |                           | 384,133   |                 
|OTHER ASSETS, principally goodwill                                             |                                                        |                           | 351,595   |                 
|                                                                               |                                                        |                           |           |                 
|                                                                               |                                                        | $                         | 2,425,671 |                 
|                                                                               |                                                        |                           |           |                 
|LIABILITIES AND SHAREOWNERS' INVESTMENT                                       
|CURRENT LIABILITIES:                                                           |                                                        |                           |           |                 
|                                                                               | Accounts payable                                       |                           | $         | 139,158         
|                                                                               | Accrued liabilities                                    |                           |           | 265,152         
|                                                                               | Accrued income taxes                                   |                           |           | 219,395         
|                                                                               | Notes payable and current maturities of long-term debt |                           |           | 9,817           
|                                                                               |                                                        |                           |           |                 
|                                                                               |                                                        | Total current liabilities |           |                 
|LONG-TERM DEBT, less current maturities                                        |                                                        |                           | 21,554    |                 
|                                                                               |                                                        |                           |           |                 
|                                                                               |                                                        | Total liabilities         |           |                 
|SHAREOWNERS' INVESTMENT
(306,685 and 300,346 shares outstanding, respectively) |                                                        |                           | 1,770,595 |                 
|                                                                               |                                                        |                           |           |                 
|                                                                               |                                                        | $                         | 2,425,671 |                 
|                                                                               |                                                        |                           |           |                 

See
accompanying notes to consolidated financial statements.

2

---

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOMEUNAUDITED

(In thousands, except earnings per share)

|                                            |                                                | Three Months Ended
April 30, |         | Six Months Ended
April 30, |        
|------------------------------------------- | ---------------------------------------------- | ---------------------------- | ------- | -------------------------- | -------
|
|NET SALES                                   |                                                | $                            | 709,158 |                            | $      
|COST OF PRODUCT SOLD                        |                                                |                              | 356,655 |                            |        
|                                            |                                                |                              |         |                            |        
|GROSS PROFIT                                |                                                |                              | 352,503 |                            |        
|                                            |                                                |                              |         |                            |        
|EXPENSES:                                   |                                                |                              |         |                            |        
|                                            | Research and development                       |                              |         | 66,597                     |        
|                                            | Selling and administration                     |                              |         | 138,389                    |        
|                                            | Goodwill amortization                          |                              |         | 6,137                      |        
|                                            | Non-recurring charges                          |                              |         |                           |        
|                                            |                                                |                              |         |                            |        
|                                            |                                                | Total expenses               |         |                            | 211,123
|                                            |                                                |                              |         |                            |        
|OPERATING INCOME                            |                                                |                              | 141,380 |                            |        
|OTHER INCOME (EXPENSE), NET:                |                                                |                              |         |                            |        
|                                            | Interest                                       |                              |         | 2,532                      |        
|                                            | Gain on conversion of Siara Systems investment |                              |         | 722,550                    |        
|                                            | Other                                          |                              |         | (2,001                     | )      
|                                            |                                                |                              |         |                            |        
|INCOME BEFORE INCOME TAXES                  |                                                |                              | 864,461 |                            |        
|PROVISION FOR INCOME TAXES                  |                                                |                              | 315,593 |                            |        
|                                            |                                                |                              |         |                            |        
|NET INCOME                                  |                                                | $                            | 548,868 |                            | $      
|                                            |                                                |                              |         |                            |        
|AVERAGE COMMON SHARES OUTSTANDING
(BASIC)   |                                                |                              | 305,366 |                            |        
|                                            |                                                |                              |         |                            |        
|EARNINGS PER SHARE (BASIC)                  |                                                | $                            | 1.80    |                            | $      
|                                            |                                                |                              |         |                            |        
|AVERAGE COMMON SHARES OUTSTANDING (DILUTED) |                                                |                              | 321,934 |                            |        
|                                            |                                                |                              |         |                            |        
|EARNINGS PER SHARE (DILUTED)                |                                                | $                            | 1.70    |                            | $      
|                                            |                                                |                              |         |                            |        

See
accompanying notes to consolidated financial statements.

3

---

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWSUNAUDITED

(In thousands)

|                                                 |                                                                            | Six Months Ended
April 30,                     |                                      
|------------------------------------------------ | -------------------------------------------------------------------------- | ---------------------------------------------- | -------------------------------------
|
|OPERATING ACTIVITIES:                            |                                                                            |                                                |                                      
|                                                 | Net income                                                                 |                                                | $                                    
|                                                 | Adjustments to reconcile net income to net cash from operating activities |                                                |                                      
|                                                 |                                                                            | Non-recurring charges                          |                                      
|                                                 |                                                                            | Depreciation and amortization                  |                                      
|                                                 |                                                                            | Gain on conversion of Siara Systems investment |                                      
|                                                 |                                                                            | Other                                          |                                      
|                                                 |                                                                            | Changes in assets and liabilities              |                                      
|                                                 |                                                                            |                                                | Accounts receivable                  
|                                                 |                                                                            |                                                | Inventories                          
|                                                 |                                                                            |                                                | Prepaid income taxes and other assets
|                                                 |                                                                            |                                                | Accounts payable                     
|                                                 |                                                                            |                                                | Accrued liabilities                  
|                                                 |                                                                            |                                                |                                      
|                                                 |                                                                            |                                                |                                      
|                                                 |                                                                            |                                                |                                      
|INVESTMENT ACTIVITIES:                           |                                                                            |                                                |                                      
|                                                 | Acquisitions                                                               |                                                |                                      
|                                                 | Property and equipment additions, net                                      |                                                |                                      
|                                                 | Marketable securities and short-term investments                           |                                                |                                      
|                                                 | Long-term investments                                                      |                                                |                                      
|                                                 |                                                                            |                                                |                                      
|                                                 |                                                                            |                                                |                                      
|                                                 |                                                                            |                                                |                                      
|FINANCING ACTIVITIES:                            |                                                                            |                                                |                                      
|                                                 | Decrease in debt                                                           |                                                |                                      
|                                                 | Common stock issued                                                        |                                                |                                      
|                                                 |                                                                            |                                                |                                      
|                                                 |                                                                            |                                                |                                      
|                                                 |                                                                            |                                                |                                      
|EFFECT OF EXCHANGE RATE CHANGES ON CASH          |                                                                            |                                                | (1,852                               
|                                                 |                                                                            |                                                |                                      
|INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS |                                                                            |                                                | 89,493                               
|CASH AND CASH EQUIVALENTS, beginning of period   |                                                                            |                                                | 143,523                              
|                                                 |                                                                            |                                                |                                      
|CASH AND CASH EQUIVALENTS, end of period         |                                                                            | $                                              | 233,016                              
|                                                 |                                                                            |                                                |                                      

See
accompanying notes to consolidated financial statements.

4

---

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL INFORMATIONUNAUDITED

(In thousands, except earnings per share)

|                                            |                                                | 2nd
Quarter
2000 |         | 1st
Quarter
2000 |         | 4th
Quarter
1999 |         | 3rd
Quarter
1999 |        
|------------------------------------------- | ---------------------------------------------- | ---------------- | ------- | ---------------- | ------- | ---------------- | ------- | ---------------- | -------
|NET SALES                                   |                                                | $                | 709,158 |                  | $       | 544,634          |         | $                | 582,465
|COST OF PRODUCT SOLD                        |                                                |                  | 356,655 |                  |         | 283,057          |         |                  | 302,964
|                                            |                                                |                  |         |                  |         |                  |         |                  |        
|GROSS PROFIT                                |                                                |                  | 352,503 |                  |         | 261,577          |         |                  | 279,501
|                                            |                                                |                  |         |                  |         |                  |         |                  |        
|EXPENSES:                                   |                                                |                  |         |                  |         |                  |         |                  |        
|                                            | Research and development                       |                  |         | 66,597           |         |                  | 57,950  |                  |        
|                                            | Selling and administration                     |                  |         | 138,389          |         |                  | 113,965 |                  |        
|                                            | Goodwill amortization                          |                  |         | 6,137            |         |                  | 5,567   |                  |        
|                                            | Non-recurring charges                          |                  |         |                 |         |                  |        |                  |        
|                                            |                                                |                  |         |                  |         |                  |         |                  |        
|                                            |                                                | Total expenses   |         |                  | 211,123 |                  |         | 177,482          |        
|                                            |                                                |                  |         |                  |         |                  |         |                  |        
|OPERATING INCOME                            |                                                |                  | 141,380 |                  |         | 84,095           |         |                  | 76,589 
|OTHER INCOME (EXPENSE), NET:                |                                                |                  |         |                  |         |                  |         |                  |        
|                                            | Interest                                       |                  |         | 2,532            |         |                  | 2,195   |                  |        
|                                            | Gain on conversion of Siara Systems investment |                  |         | 722,550          |         |                  |        |                  |        
|                                            | Other                                          |                  |         | (2,001           | )       |                  | (944    | )                |        
|                                            |                                                |                  |         |                  |         |                  |         |                  |        
|INCOME BEFORE INCOME TAXES                  |                                                |                  | 864,461 |                  |         | 85,346           |         |                  | 75,357 
|PROVISION FOR INCOME TAXES                  |                                                |                  | 315,593 |                  |         | 29,018           |         |                  | 34,214 
|                                            |                                                |                  |         |                  |         |                  |         |                  |        
|NET INCOME                                  |                                                | $                | 548,868 |                  | $       | 56,328           |         | $                | 41,143 
|                                            |                                                |                  |         |                  |         |                  |         |                  |        
|AVERAGE COMMON SHARES OUTSTANDING (BASIC)   |                                                |                  | 305,366 |                  |         | 302,120          |         |                  | 300,966
|                                            |                                                |                  |         |                  |         |                  |         |                  |        
|EARNINGS PER SHARE (BASIC)                  |                                                | $                | 1.80    |                  | $       | 0.19             |         | $                | 0.14   
|                                            |                                                |                  |         |                  |         |                  |         |                  |        
|AVERAGE COMMON SHARES OUTSTANDING (DILUTED) |                                                |                  | 321,934 |                  |         | 314,518          |         |                  | 307,412
|                                            |                                                |                  |         |                  |         |                  |         |                  |        
|EARNINGS PER SHARE (DILUTED)                |                                                | $                | 1.70    |                  | $       | 0.18             |         | $                | 0.13   
|                                            |                                                |                  |         |                  |         |                  |         |                  |        

See
accompanying notes to consolidated financial statements.

5

---

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSUNAUDITED

Note 1 Basis of Presentation:

All historical financial information has been restated to reflect the acquisition of Saville Systems PLC ("Saville") which was completed in the fourth quarter
of fiscal year 1999 and accounted for as a pooling of interests.

Earnings
per share amounts, stock options and shares outstanding have been restated to reflect the ADC Telecommunications, Inc.'s ("ADC") 2-for-1 stock
split effected in the form of a common stock dividend distributed on February 15, 2000.

The
interim information furnished in this report is unaudited but reflects all adjustments which are necessary, in the opinion of management, for a fair statement of the results for
the interim periods. The operating results for the quarter ended April 30, 2000 are not necessarily indicative of the operating results to be expected for the full fiscal year. These statements
should be read in conjunction with ADC's most recent Annual Report on Form 10-K.

Note 2 Inventories:

Inventories include material, labor and overhead and are stated at the lower of first-in, first-out cost or market. Inventories
consisted of (in thousands):

April 30,
2000

October 31,
1999Purchased materials and manufactured products

$
292,572

$
217,021Work-in-process


22,887


26,861$
315,459

$
243,882


Note 3 Acquisitions:

On February 23, 2000, ADC and PairGain Technologies, Inc. ("PairGain") announced the signing of a definitive agreement providing for a merger
(the "Merger") in which PairGain will become a wholly owned subsidiary of ADC. PairGain is a leader in the design, manufacture, marketing and sale of digital subscriber line (DSL) networking systems.
Through the Merger, which is structured as a tax-free reorganization for U.S. federal income tax purposes, ADC will issue 0.43 of a share of its common stock for each share of common stock
of PairGain. The Merger is intended to be accounted for as a pooling of interests, and is subject to certain conditions, including PairGain stockholder approval.

In
connection with and as a condition of the Merger, PairGain also has granted ADC an option to purchase up to 19.9% of PairGain's common stock exercisable in certain circumstances,
including certain events causing termination of the agreement providing for the Merger. Additionally, ADC entered into voting agreements with various individuals, each solely in his capacity as a
stockholder of PairGain, who have agreed to vote all shares of PairGain common stock owned or controlled by them in favor of the Merger.

On
May 16, 2000, ADC acquired all of the outstanding equity interests of IBSEN Micro Structures A/S, based in Copenhagen, Denmark. IBSEN is a photonics company focused
on development and production of high-performance optical components and tools. The acquisition, a cash transaction, is valued at approximately $80 million and will be accounted for
using the purchase method.

6

---

On May 17, 2000, ADC acquired all of the outstanding equity interests in Altitun AB, based in Kista, Sweden. Altitun is a leading developer and supplier of active optical
components for next-generation optical networks. In the transaction, which is structured as a taxable transaction for U.S. federal income tax purposes, ADC issued approximately 13,801,000
shares of its common stock to Altitun's shareholders. ADC also converted all outstanding Altitun stock options into options to acquire approximately 1,413,000 shares of ADC common stock. Based on
ADC's closing price per share of $62.3125 on the closing date, the acquisition is valued at approximately $948 million. The transaction is to be accounted for as a pooling of interests.

On
June 9, 2000 ADC announced that it has entered into a definitive agreement to acquire all the outstanding equity interests of Centigram Communications Corporation, based in
San Jose, California. Centigram is a leading provider of unified communications, Internet-enabled call management and wireless access protocol (WAP)-based messaging solutions for communications
service providers. The acquisition will be completed as a cash purchase for a fixed price of approximately $200 million and will be accounted for using the purchase method. The acquisition is
subject to certain conditions including
the approval of Centigram's stockholders, receipt of required regulatory approvals and other customary conditions.

Note 4 Comprehensive Income:

The following table presents the calculation of comprehensive income as required by SFAS No. 130. Comprehensive income has no impact on ADC's net
income, balance sheet, or shareowners' equity. The components of comprehensive income are as follows (in thousands):

Three Months Ended
April 30,

Six Months Ended
April 30,2000

1999

2000

1999Net income

$
548,868

$
45,290

$
605,196

$
35,608Changes in cumulative translation adjustments


(5,781
)

(1,432
)

(6,602
)

134Changes in market value of derivative financial instruments classified as cash flow hedges


532





532


Unrealized loss from securities classified as available for sale, net of taxes


(230,171
)




(184,325
)

Comprehensive income

$
313,448

$
43,858

$
414,801

$
35,742


7

---

ADC owns a minority interest in the following publicly held companies. These investments are stated at market value with the valuation adjustments classified in shareowners'
investment. As of April 30, 2000, the market value of these investments was as follows (in thousands):

Redback Networks, Inc.

$
352,584Efficient Networks, Inc.


118,613Vyyo, Inc. (formerly Phasecom, Inc.)


58,136interWAVE Communications International Ltd.


4,793Total

$
534,126


In
addition, ADC owns a minority interest in ONI Systems Corp. ONI completed an initial public offering on June 1, 2000. As of June 5, 2000, ADC's investment in ONI had
a market value of approximately $282 million.

On
March 8, 2000, Redback Networks, Inc. ("Redback") announced the completion of its stock-for-stock acquisition of Siara Systems, Inc. ("Siara Systems"). ADC
held a 7.3% ownership interest in Siara Systems at the time of the acquisition. In accordance with Emerging Issues Task Force Issue No. 91-5, "Nonmonetary Exchange of
Cost-Method Investments", the former investment in Siara Systems stock was converted to an investment in Redback stock and recorded at fair value at the date of acquisition. The difference
between the cost basis of the Siara stock investment and the fair value of the Redback stock investment was recorded as a gain of $722.6 million in the statement of income for the second
quarter of fiscal year 2000.

Note 5 Earnings Per Share:

Basic earnings per common share was calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted
earnings per share was calculated by dividing net income by the sum of the weighted average number of common shares outstanding plus all additional common shares that would have been outstanding if
potentially dilutive common shares had
been issued. The following table reconciles the number of shares utilized in the earnings per share calculations for the periods ended April 30, 2000 and 1999 (in thousands, except earnings per
share).

Three Months Ended
April 30,

Six Months Ended
April 30,2000

1999

2000

1999Net income

$
548,868

$
45,290

$
605,196

$
35,608Earnings per common share (basic)

$
1.80

$
0.15

$
1.99

$
0.13Earnings per common share (diluted)

$
1.70

$
0.15

$
1.90

$
0.13Weighted average common shares outstanding (basic)


305,366


298,290


303,761


270,380Effect of dilutive securitiesstock options


16,568


8,408


15,115


6,366Weighted average common shares outstanding (diluted)


321,934


306,698


318,876


276,746


8

---

Note 6 Segment Reporting:

Beginning with fiscal 1999, ADC adopted SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information." This standard requires ADC
to disclose selected financial data by operating segment, defined as a component with business activity resulting in revenue and expense that has separate financial information evaluated regularly by
ADC's chief operating decision maker in determining resource allocation and assessing performance. ADC has identified three reportable segments based on its internal organization structure, management
of operations and performance evaluation. These segments are Broadband Connectivity, Broadband Access and Transport, and Integrated Solutions. Segment detail is summarized as follows:

|                                   |  | Segment Information (In thousands)
|---------------------------------- |  | ----------------------------------
|
|Three months ended April 30, 2000: |  |                                   
|External Sales                     |  | $                                 
|Operating Income (Loss)            |  |                                   
|Three months ended April 30, 1999: |  |                                   
|External Sales                     |  | $                                 
|Operating Income (Loss)            |  |                                   
|Six months ended April 30, 2000:   |  |                                   
|External Sales                     |  | $                                 
|Operating Income (Loss)            |  |                                   
|Six months ended April 30, 1999:   |  |                                   
|External Sales                     |  | $                                 
|Operating Income (Loss)            |  |                                   

9

---

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

ADC Telecommunications, Inc. ("ADC") offers a broad range of network equipment, software and integration services for broadband, multiservice networks
that deliver Internet/data, video and voice communications over telephone, cable television, Internet, broadcast, wireless and enterprise networks. ADC's broadband, multiservice network solutions
enable local access, high-speed transmission and software management of communications services from service providers to consumers and businesses over fiber-optic, copper, coaxial and
wireless media.

Telephone
companies, cable television operators, Internet/data service providers, wireless service providers and other communications service providers are building the broadband
infrastructure required to offer high-speed Internet access and data, video, telephony and other interactive multimedia services to residential and business customers. Broader network
bandwidths are continually required for these services, and ADC's product offerings and development efforts are focused on increasing the speed and efficiency of communications networks from the
service providers' offices through the network equipment that connects to end users' residences and businesses.

ADC
offers network equipment, software and integration services within the following three product groups: Broadband Connectivity, Broadband Access and Transport, and Integrated
Solutions.

BROADBAND CONNECTIVITYproducts include broadband connection and access devices for copper, coaxial, fiber-optic, wireless and
broadcast communications networks. The group also supplies fiber-optic and wireless components. These products are used globally in telephone, cable television, Internet, wireless, enterprise and
broadcast communications networks. Broadband Connectivity products provide the physical contact points for connecting different communications system components and gaining access to communications
system circuits for the purpose of installing, testing, monitoring, accessing, managing, reconfiguring, splitting and multiplexing such circuits within the central office and the "last mile/kilometer"
portion of communications networks. Fiber-optic components include phase
masks, tunable lasers, pump lasers, connectors, isolators, circulators, collimators, couplers, splitters, and dense wavelength division multiplexing (DWDM) devices. Wireless components include
coverage enhancement products, tower top amplifiers and RF filters. Broadband Connectivity products are sold to local and long-distance telephone companies, cable television operators,
wireless service providers, new competitive service providers, broadcasters, enterprises, governments, system integrators and communications equipment manufacturers and distributors.

BROADBAND ACCESS AND TRANSPORTproducts include access and transport systems that deliver broadband, multiservice communications to
residences and businesses over copper, coaxial, fiber-optic and wireless networks. These products are used globally to deliver Internet/data, video and voice services to residential and business
customers. Generally, these products are aimed at upgrading service providers' networks to broadband capabilities, while also introducing new service delivery functionality and cost effectiveness into
the networks. Broadband Access and Transport products are sold to local and long-distance telephone companies, cable television operators, wireless service providers, new competitive
service providers, broadcasters, enterprises, governments and communications equipment distributors.

The
group's transport systems operate between central offices and in the "last mile/kilometer" portion of communications networks and include Soneplex®,
Cellworx®, Axity, Homeworx, Optiworx, DV6000 and BroadAccess systems. The Soneplex system delivers T1-based
services over copper or fiber facilities. As the industry's first global ATM Virtual Path transport element, the Cellworx system offers bandwidth-efficient, multiservice delivery of Internet/data,
video and voice services, allocates only the bandwidth needed per service type and extends communications services over fiber-optic and copper (using xDSL technologies) facilities to businesses and
residences. The Axity broadband wireless system

10

---

delivers high-speed Internet/data, video and voice services. The Homeworx system enables cable television operators to transport high-speed digital signals for
two-way Internet/data, video and voice services. ADC also provides the Optiworx family of fiber-optic transmitter and node products, along with coaxial amplifiers that cable television
operators use to upgrade their networks to broader bandwidths for digital Internet/data, video, and voice services. The DV6000 system transmits a variety of signal types using a
high-speed, uncompressed digital format over fiber facilities, and is used in the long haul portions of cable television, broadcast and interactive video networks, including distance
learning, government and campus networks. The BroadAccess digital loop carrier system is used to deliver Internet/ data and voice services.

The
group's access systems include both customer located devices (which are part of the service provider's network) and customer premise devices (which are owned by the service
provider's business customer) that can work alone or in conjunction with one of ADC's transport systems or with other
vendors' transport systems. These devices include data service units (DSUs), channel service units (CSUs), T1/E1 multiplexers, T3/E3 multiplexers, integrated access devices (offering a wide variety of
Internet/data, video and voice interfaces), MPEG video products and ATM access concentrators.

INTEGRATED SOLUTIONSproducts and services consist of systems integration services, operations support systems (OSS) software and
enhanced services/intelligent network software that positions service providers to deliver broadband, multiservice communications over wireline and wireless networks. Systems integration is used to
design, equip and build communications networks and OSS applications that deliver Internet/data, video and voice services to residences and businesses. OSS software includes the Saville
Systems® line of communications billing and customer care software and the Metrica® line of network performance and service level assurance software. Enhanced
services/intelligent network software includes the NewNet® line of Signaling System 7 (SS7), intelligent network, wireless messaging and provisioning, Communications Assistance to Law
Enforcement Act (CALEA) and Internet applications software. Integrated Solutions products and services are sold to local and long-distance telephone companies, cable television operators,
wireless service providers, new competitive service providers and communications equipment manufacturers. During the most recent quarter, ADC rolled out its Singularit.e suite of software
products and services that allows integrated communications providers (ICPs) to build open OSSs to compete more effectively in the broadband era. Singularit.e automates key OSS processes by combining
convergent billing and integrated customer management from Saville Systems®, along with service assurance technology from Metrica®.

Historically,
ADC's principal product offerings generally consisted of copper-based and fiber-optic-based products designed to address the needs of its customers for transmission and
connectivity on traditional communications networks. With the growth of multimedia applications and the related development of enhanced Internet/data, video and voice services, ADC's more recent
product offerings and research and development efforts have increasingly focused on emerging technologies and network equipment, software and integration service offerings for broadband communications
applications. The market for broadband communications network equipment, software and integration services is evolving and rapidly changing. ADC's growth is dependent in part on its ability to
successfully develop and commercially introduce new products in each of its product groups and is also dependent on the growth of the market. The growth in the market for such broadband communications
products and services is dependent on a number of factors, including the amount of capital expenditures by communications service providers, regulatory and legal developments, changes to capital
expenditure rates by communications service providers (which could result from the ongoing consolidation of customers in the market as well as the addition of new customer entrants to the market) and
end-user demands for integrated Internet/data, video, voice and other communications services. There can be no assurance that ADC's new or enhanced products and services will meet with
market acceptance or be profitable.

ADC's
operating results may fluctuate significantly from quarter to quarter due to several factors. ADC is growing through acquisition and expansion, and results of operations
described in this report may not be indicative of results to be achieved in future periods. ADC's expense levels are based in part on

11

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management's expectations of future revenues. Although management has and will continue to take measures to adjust expense levels, if revenue levels in a particular period fluctuate, operating results
may be adversely affected. In addition, ADC's results of operations are subject to seasonal factors. ADC historically has experienced a stronger demand for its products in the fourth fiscal quarter,
primarily as a result of customer budget cycles and ADC's fiscal year-end incentives, and has experienced a weaker demand for its products in the first fiscal quarter, primarily as a
result of the number of holidays in late November, December and early January and a general industry slowdown during that period. There can be no assurance that these historical seasonal trends will
continue in the future. A more detailed description of these risk factors as well as other risk factors associated with ADC's business can be found in Exhibit 99-a to ADC's
Form 10-K for the fiscal year ended October 31, 1999.

RESULTS OF OPERATIONS

The percentage relationships to net sales of certain income and expense items for the quarters ended April 30, 2000 and 1999 and the percentage changes
in these income and expense items between periods are contained in the following table:

|                             |                                                | Percentage of Net Sales |       | Percentage
Increase (Decrease)
Between Periods |      
|---------------------------- | ---------------------------------------------- | ----------------------- | ----- | ---------------------------------------------- | -----
|
|
|Net Sales                    |                                                | 100.0                   | %     | 100.0                                          | %    
|Cost of Product Sold         |                                                | (50.3                   | )     | (52.7                                          | )    
|                             |                                                |                         |       |                                                |      
|Gross Profit                 |                                                | 49.7                    |       | 47.3                                           |      
|Expenses:                    |                                                |                         |       |                                                |      
|                             | Research and development                       |                         | (9.4  | )                                              | (10.3
|                             | Selling and administration                     |                         | (19.5 | )                                              | (20.7
|                             | Goodwill amortization                          |                         | (0.9  | )                                              | (1.2 
|                             | Non-recurring charges                          |                         |      |                                                |     
|                             |                                                |                         |       |                                                |      
|Operating Income             |                                                | 19.9                    |       | 15.1                                           |      
|Other Income (Expense), Net: |                                                |                         |       |                                                |      
|                             | Interest                                       |                         | 0.4   |                                                | 0.1  
|                             | Gain on conversion of Siara Systems investment |                         | 101.9 |                                                |     
|                             | Other                                          |                         | (0.3  | )                                              | (0.2 
|                             |                                                |                         |       |                                                |      
|Income Before Income Taxes   |                                                | 121.9                   |       | 15.0                                           |      
|Provision for Income Taxes   |                                                | (44.5                   | )     | (5.1                                           | )    
|                             |                                                |                         |       |                                                |      
|Net Income                   |                                                | 77.4                    | %     | 9.9                                            | %    
|                             |                                                |                         |       |                                                |      

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Net Sales:The following table sets forth ADC's net sales for the three-month and six-month periods ended
April 30, 2000 and 1999 for each of ADC's functional product groups described above:

|                               |       | Three Months Ended April 30, |       | Six Months Ended April 30, |     
|------------------------------ | ----- | ---------------------------- | ----- | -------------------------- | ----
|
|
|Broadband Connectivity         |       | $                            | 417.0 |                            | 58.8
|Broadband Access and Transport |       |                              | 179.2 |                            | 25.3
|Integrated Solutions           |       |                              | 112.2 |                            | 15.8
|Other                          |       |                              | 0.8   |                            | 0.1 
|                               |       |                              |       |                            |     
|                               | Total |                              | $     | 709.2                      |     
|                               |       |                              |       |                            |     

Net
sales for the three-month and six-month periods ended April 30, 2000 were $709.2 million and $1,253.8 million, reflecting 55.3% and 45.6%
increases, respectively, over the comparable 1999 time periods. These increases reflected growth in all product groups. Revenue contributions from companies during the first six months of the present
fiscal year were $4.7 million and $7.3 million for the three-month and six-month periods ended April 30, 2000, respectively. International revenues comprised
approximately 19.3% and 20.0% of ADC's sales for the three-month and six-month periods ended April 30, 2000, respectively.

During
the three and six months ended April 30, 2000, net sales of Broadband Connectivity products rose by 93.0% and 74.8%, respectively. This growth reflects continued strong
global demand for ADC's fiber-and copper-connectivity systems and optical components. Sales were made to a broad range of Internet/data, video and voice service
providersincumbents and new entrantsaround the globe. Strong worldwide growth in Broadband Connectivity systems continues as a result of growth in Internet/data traffic and
digital services, which is creating demand for broader bandwidth connections, and the entrance of new service providers, which is creating demand for connectivity to new and existing communications
networks. Broadband Connectivity's sales have grown to represent approximately 58.8% of ADC's net sales. ADC expects that future sales of Broadband Connectivity products will continue to account for a
substantial portion of its net sales.

During
the three and six months ended April 30, 2000, net sales of Broadband Access and Transport products rose by 16.8% and 19.0%, respectively. The growth is primarily the
result of sales increases in the major product systems-telephone transport and access systems, cable television systems, and broadband wireless systems.

During
the three and six months ended April 30, 2000, Integrated Solutions net sales increased by 29.0% and 24.7%, respectively. Both systems integration services and software
systems contributed to sales growth. This growth primarily resulted from a broad range of wireline and wireless service providers that are building or upgrading networks that offer integrated
Internet/data, video and voice services.

Gross Profit:During the three-month periods ended April 30, 2000 and 1999, gross profit percentages were 49.7%
and 47.3%, respectively. During the six-month periods ended April 30, 2000 and 1999, gross profit percentages were 49.0% and 47.4%, respectively. These increases were the result of
increased sales volume and changes in product mix primarily within the Broadband Connectivity group. ADC anticipates that its future gross profit percentage will continue to be affected by many
factors, including product mix, the timing of new product introductions and manufacturing volume.

Operating Expenses:Total operating expenses for the three months ended April 30, 2000 and 1999 were
$211.1 million and $147.3 million, respectively, representing 29.8% and 32.3% of net sales, respectively. Total operating expenses for the six months ended April 30, 2000 and 1999
were $388.6 million and

13

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$342.7 million, respectively, representing 31.0% and 39.8% of net sales, respectively. Included in the six-month operating expenses in 1999 is a non-recurring charge of
$60.3 million. The 1999 non-recurring charge represents the write-off of purchased in-process research and development costs resulting from the acquisitions
of Teledata Communications, Hadax Electronics, and Phasor Electronics, along with costs for strategic restructuring of the product line comprising the former Wireless Systems Group. Operating
expenses, before non-recurring charges, for the six months ended April 30, 2000 and 1999 were $388.6 million and $282.3 million, representing 31.0% and 32.8% of net
sales, respectively. The increase in absolute dollars of operating expenses, before non-recurring charges, was due primarily to costs associated with acquired companies and expanded
operations necessary to support higher revenue levels.

Research
and development expenses were $66.6 million for the three months ended April 30, 2000, an increase of 40.6% over $47.4 million for the three months ended
April 30, 1999. For the six months ended April 30, 2000, research and development expenses were $124.5 million, representing an increase of 33.8% over $93.1 million for the
six months ended April 30, 1999. The increase reflects the activities from companies acquired in the first six months of the present fiscal year substantial product development and introduction
efforts in all functional product groups. ADC believes that, given the rapidly changing technology and competitive environment in the communications equipment industry, continued commitment to product
development efforts will be required for ADC to remain competitive. Accordingly, ADC intends to continue to allocate substantial resources to product development for each of the product groups.
However, ADC recognizes the need to balance the cost of product development with expense control and remains committed to carefully managing the rate of increase of such expenses.

Selling
and administration expenses were $138.4 million for the three months ended April 30, 2000, representing an increase of 46.5% over $94.4 million for the
three months ended April 30, 1999. For the six months ended April 30, 2000, selling and administration expenses were $252.4 million, an increase of 41.2% over
$178.7 million for the six months ended April 30, 1999. This increase primarily reflects the activities of acquired companies, incentives granted to sales persons associated with selling
activities and additional personnel costs related to expanded operations.

Several
of ADC's acquisitions have been accounted for as purchase transactions in which the initial purchase prices exceeded the fair value of the acquired assets. As a result of
ADC's acquisition activity, goodwill amortization increased to $6.1 million in the three months ended April 30, 2000, compared to $5.5 million in the three months ended
April 30, 1999. Goodwill amortization for the six months ended April 30, 2000 has increased to $11.7 million from $10.6 million for the six months ended April 30,
1999.

Other Income (Expense), Net:For the three and six months ended April 30, 2000 and 1999, the net interest income
(expense) category represented net interest income on cash and cash equivalents. See "Liquidity and Capital Resources" below for a discussion of cash levels.

Other
expense primarily represents the gain or loss on foreign exchange transactions, the sale of fixed assets and ADC's share of the net operating results of its investments in other
companies accounted for on an equity basis.

On
March 8, 2000, Redback completed its stock-for-stock acquisition of Siara Systems. ADC held a 7.3% ownership interest in Siara Systems at the time of the acquisition. The
difference between the cost basis of the Siara stock investment and the fair value of the Redback stock investment was recorded as a gain of $722.6 million in the statement of income for the
second quarter of fiscal year 2000.

Income Taxes:The effective income tax rate for the six months ended April 30, 1999 was affected significantly
by non-tax deductible purchased in-process research and development charges. These expenses are associated with the acquisitions made during the period. In addition, a higher
marginal rate of 37% was applied to restructuring expenses and the gain on the conversion of ADC's Siara Systems investment. Excluding the impact of purchased in-process research and
development and the higher rate used for restructuring charges in 1999 and the gain on the conversion of ADC's Siara Systems investment

14

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in 2000, the effective income tax rate was 34% for the three-month and six-month periods ended on each of April 30, 2000 and 1999.

Net Income:Net income was $548.9 million (or $1.70 per diluted share) for the three months ended
April 30, 2000 over $45.3 million (or $0.15 per diluted share) for the three months ended April 30, 1999. Net income was $605.2 million (or $1.90 per diluted share) for the
six months ended April 30, 2000 over $35.6 million (or $0.13 per diluted share) for the six months ended April 30, 1999. Excluding the gain on conversion of ADC's Siara Systems
investment, net of tax, net income for the three and six months ended April 30, 2000 was $93.7 million (or $0.29 per diluted share) and $150.0 million (or $0.47 per diluted
share), respectively. Excluding the non-recurring charges of $47.3 million, net of tax, net income for the six months ended April 30, 1999 was $82.9 million (or $0.30
per diluted share).

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents, primarily short-term investments in commercial paper with maturities of less than 90 days and other
short-term investments, increased $89.5 million and decreased $156.5 million during the six months ended April 30, 2000 and 1999, respectively. The major elements of
the 2000 change included $126.9 million provided by operations and $103.4 million from issuance of common stock to employees pursuant to ADC's stock option and employee stock purchase
plans. These increases were partially offset by $111.5 million in property and equipment additions during the period. The major elements of the 1999 change included $191.7 million
provided by operations offset by $192.4 million used for acquisitions plus $129.2 million used to decrease outstanding debt.

ADC
believes that current cash on hand, cash generated from operating activities, and available credit facilities will be adequate to fund its working capital requirements and planned
capital expenditures for the duration of the fiscal year. However, ADC may still find it necessary to seek additional sources of financing to support its capital needs, for additional working capital,
potential investments or acquisitions or otherwise.

During
the third quarter of fiscal 1999, Efficient Networks, Inc. completed an initial public offering of its common stock, which caused a valuation adjustment in ADC's
investment in that company. At April 30, 2000, ADC carried its investment in Efficient Networks at a market value of $118.6 million.

During
the second quarter of fiscal 2000, Redback acquired Siara Systems, in which ADC had an approximate 7.3% ownership interest, in a stock-for-stock
transaction. As a result, this investment in Siara Systems shares was converted into shares of Redback, which are recorded on ADC's balance sheet at the market value of the Redback shares received in
the transaction. The difference between the cost basis of the Siara Systems investment and the fair value of the Redback investment was recorded as a gain of $722.6 million in the statement of
income in the second quarter. At April 30, 2000, ADC carried this investment at a market value of $352.6 million.

On
April 6, 2000, Vyyo, Inc. (formerly Phasecom, Inc.) completed an initial public offering of its common stock which caused a valuation adjustment in ADC's
investment in that company. At April 30, 2000 ADC carried its investment at a market value of $58.1 million.

In
addition, on June 1, 2000, ONI Systems Corp. completed an initial public offering of its common stock. As of June 5, 2000, ADC's investment in ONI Systems Corp. had a
market value of approximately $282 million.

During
the three months ended April 30, 2000, ADC announced the formation of a $100 million venture capital fund focused on investing in emerging and
start-up companies throughout the world which are engaged in developing high-performance broadband communication technologies. As of April 30, 2000, approximately
$7.8 million has been invested through this fund.

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At
April 30, 2000 and October 31, 1999, ADC had approximately $31.4 million and $46.2 million of debt outstanding, respectively, relating primarily to
acquired companies. At April 30, 2000, ADC had a $340 million five-year credit facility which is available for general corporate purposes, of which none was outstanding, at
an interest rate equal to the commercial paper interest rate plus 25 basis points. In addition, ADC has recently begun to provide financing to certain of its customers to assist in their purchase of
products. ADC intends to continue this practice in the future when it believes the business conditions of such a transaction are appropriate. To date, none of the financing transactions has been
material.

EURO CONVERSION

On January 1, 1999, several member countries of the European Union established fixed conversion rates and adopted the Euro as their new common legal
currency. Beginning on such date, the Euro began trading on currency exchanges while the legacy currencies remain legal tender in the participating countries for a transition period between
January 1, 1999 and January 1, 2002.

During
the transition period, parties may elect to pay for goods and services and transact business using either the Euro or a legacy currency. Between January 1, 2002 and
July 1, 2002, the participating countries will introduce Euro hard currency and withdraw all legacy currencies.

The
Euro conversion may affect cross-border competition by creating cross-border price transparency. ADC is assessing its pricing and marketing strategy in order to ensure that ADC
remains competitive in a broader European market. ADC is also modifying its information technology systems to permit transactions to take place in both the legacy currencies and the Euro and provide
for the eventual elimination of the legacy currencies. In addition, ADC is reviewing whether certain existing contracts will need to be modified. ADC's currency risks and risk management for
operations in participating countries may be reduced as the legacy currencies are converted to the Euro. ADC will continue to evaluate issues involving introduction of the Euro. Based on current
information and assessments, ADC does not expect that the Euro conversion will have a material adverse effect on its business, results of operations or financial condition.

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995.

The foregoing Management's Discussion and Analysis of Financial Condition and Results of Operations contains various "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent ADC's
expectations or beliefs concerning future events, including the following: any statements regarding future sales, profit percentages and other results of operations, any statements regarding the
continuation of historical trends, any statements regarding the sufficiency of ADC's cash balances and cash generated from operating and financing activities for ADC's future liquidity and capital
resource needs, any statements regarding the effect of regulatory changes and any statements regarding the future of the communications equipment industry or ADC's business. ADC cautions that any
forward-looking statements made by ADC in this Form 10-Q or in other announcements made by ADC 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 ADC's Form 10-K for the fiscal
year ended October 31, 1999.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ADC is exposed to market risk from changes in foreign exchange rates. To mitigate the risk from these exposures, ADC has instituted a balance sheet hedging
program. The objective of the program is to protect the net monetary assets and liabilities of ADC from fluctuations due to movements in foreign exchange

16

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rates. This program operates in markets where hedging costs are beneficial. Exposure to currencies in which hedging instruments are unavailable, or the costs prohibitive, are minimized through
managing operating activities and net asset positions. The majority of hedging instruments utilized are forward contracts with maturities of less than one year. Foreign exchange contracts reduce ADC's
overall exposure to exchange rate movements, since gains and losses on these contracts offset losses and gains on the underlying exposure. ADC's policy prohibits the use of derivative financial
instruments for trading and other speculative purposes.

As
documented in the Liquidity and Capital Resources section as well as Note 4, ADC owns common stock in several publicly held companies. Due to material changes in the fair
value of such common stock, ADC has recorded a $203.9 million unrealized loss, $128.5 million net of income tax effects, in shareowners' investment as of April 30, 2000. Assuming
an immediate decrease of 20% in the portfolio
stock price, the hypothetical reduction in shareowners' investment related to these holdings is estimated to be $67.3 million (net of income tax effects), or 3.8% of total shareowners'
investment at April 30, 2000.

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES

On May 17, 2000, ADC completed its acquisition of Altitun AB, a Swedish corporation ("Altitun"), pursuant to an Agreement, dated May 5, 2000,
between ADC and the equityholders of Altitun (the "Acquisition Agreement"). As provided in the Acquisition Agreement, each share of Altitun outstanding at closing was exchanged for 12.8366 shares of
ADC's common stock. ADC issued approximately 13,801,000 shares of common stock in exchange for the outstanding shares of Altitun. ADC also converted all outstanding Altitun stock options into options
to acquire approximately 1,413,000 shares of ADC common stock. The closing price of ADC common stock on the Nasdaq Stock Market on May 17, 2000 was $62.3125 per share.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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



17

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Name

Votes
For

Authority
WithheldJohn A. Blanchard, III

133,364,469

659,228John J. Boyle, III

133,355,567

668,130William J. Cadogan

133,309,835

713,862B. Kristine Johnson

133,376,502

647,195Jean-Pierre Rosso

133,358,044

665,653John W. Sidgmore

133,353,030

670,667Charles D. Yost

132,649,107

1,374,590




Votes For:
87,987,829Votes Against:
45,471,494Abstentions:
564,374


On
February 15, 2000, ADC effected a 2-for-1 stock split in the form of a 100% stock dividend. As proxies for the Annual Meeting were mailed before the
stock split was effected, all share numbers are reflected above on a pre-split basis.

ITEM 5.  OTHER INFORMATION



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K



|4-a |  | Form of certificate for shares of Common Stock of ADC Telecommunications, Inc. (Incorporated by reference to Exhibit 4-a to ADC's Form 10-Q for the quarter ended January 31, 1996.)                                  
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4-b |  | Restated Articles of Incorporation of ADC Telecommunications, Inc., as amended prior to January 20, 2000. (Incorporated by reference to Exhibit 4.1 to ADC's Registration Statement on Form S-3 dated April 15, 1997.)

18

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|4-c  |  | Restated Bylaws of ADC Telecommunications, Inc., as amended. (Incorporated by reference to Exhibit 4.2 to ADC'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 ADC's Form 8-K dated December 11, 1995.)
|4e   |  | Amendment to Second Amended and Restated Rights Agreement dated as of October 6, 1999. (Incorporated by reference to Exhibit 4-c to ADC's Form 10-K for the fiscal year ended October 31, 1999.)                                                                                                                                                                                                                                                     
|4-f  |  | Articles of Amendment to Restated Articles of Incorporation of ADC Telecommunications, Inc. dated January 20, 2000. (Incorporated by reference to Exhibit 4.6 to ADC's Registration Statement on Form S-8 dated March 14,
2000.)                                                                                                                                                                                                                     
|10-a |  | ADC Telecommunications, Inc. 1991 Stock Incentive Plan (as amended and restated through February 22, 2000). (Incorporated by reference to Exhibit 10-a to ADC's Form 10-Q for the fiscal quarter ended January 31, 2000.)                                                                                                                                                                                                                            
|10-b |  | ADC Telecommunications, Inc. Nonemployee Director Stock Option Plan (as amended and restated through February 22, 2000).                                                                                                                                                                                                                                                                                                                             
|27-a |  | Financial Data Schedule for the period ended April 30, 2000.                                                                                                                                                                                                                                                                                                                                                                                         
|27-b |  | Financial Data Schedule for the period ended April 30, 1999.                                                                                                                                                                                                                                                                                                                                                                                         





19

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## 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the amendment and restatement of this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|Dated: September 13, 2000 |  | ADC TELECOMMUNICATIONS, INC.
|------------------------- |  | ----------------------------
|                          |  | By:                         

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## 

ADC TELECOMMUNICATIONS, INC.       EXHIBIT INDEX TO FORM 10-Q  FOR THE QUARTER ENDED APRIL 30, 2000

|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4-a         |  | Form of certificate for shares of Common Stock of ADC Telecommunications, Inc. (Incorporated by reference to Exhibit 4-a to ADC's Form 10-Q for the quarter ended January 31, 1996.)                                                                                                                                                                                                                                                                 
|4-b         |  | Restated Articles of Incorporation of ADC Telecommunications, Inc., as amended prior to January 20, 2000. (Incorporated by reference to Exhibit 4.1 to ADC'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 ADC'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 ADC's Form 8-K dated December 11, 1995.)
|4e          |  | Amendment to Second Amended and Restated Rights Agreement dated as of October 6, 1999. (Incorporated by reference to Exhibit 4-c to ADC's Form 10-K for the fiscal year ended October 31, 1999.)                                                                                                                                                                                                                                                     
|4-f         |  | Articles of Amendment to Restated Articles of Incorporation of ADC Telecommunications, Inc. dated January 20, 2000. (Incorporated by reference to Exhibit 4.6 to ADC's Registration Statement on Form S-8 dated March 14,
2000.)                                                                                                                                                                                                                     
|10-a        |  | ADC Telecommunications, Inc. 1991 Stock Incentive Plan (as amended and restated through February 22, 2000). (Incorporated by reference to Exhibit 10-a to ADC's Form 10-Q for the fiscal quarter ended January 31, 2000.)                                                                                                                                                                                                                            
|10-b        |  | ADC Telecommunications, Inc. Nonemployee Director Stock Option Plan (as amended and restated through February 22, 2000).                                                                                                                                                                                                                                                                                                                             
|27-a        |  | Financial Data Schedule for the period ended April 30, 2000.                                                                                                                                                                                                                                                                                                                                                                                         
|27-b        |  | Financial Data Schedule for the period ended April 30, 1999.                                                                                                                                                                                                                                                                                                                                                                                         

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