SECURITIES AND EXCHANGE
COMMISSION Washington, D.C.  20549
________________ FORM 10Q/A (Mark
One) x          
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2001 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
  410743912(State or other
  jurisdiction of incorporation or organization)
  (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: 781,598,363 shares
as of March 9, 2001.

We hereby
amend Item 1 of Part I of our Quarterly Report on Form 10-Q for the quarter
ended January 31, 2001 to correct the following two typographical errors
contained in Note 7 to the Unaudited Consolidated Financial Statements: (1) The
"Total" number under the column "Non-recurring Charges"
should have been "$33.3" million rather than "$3.3"
million; and (2) Our workforce was reduced by approximately 1,100 employees,
not 2,100 employees, during the first quarter of 2001.  No other amendments to the Quarterly Report
on Form 10-Q are being made through this filing.

PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS

ADC TELECOMMUNICATIONS, INC. AND
SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS  UNAUDITED

(In millions)

ASSETS

January
  31,
  
  
  October
  31,2001
  
  
  2000CURRENT ASSETS:Cash and cash equivalents
  $
  153.9
  
  
  $
  217.3Available for sale securities
  
  
  557.8
  
  
  
  1,136.9Accounts receivable
  
  
  622.9
  
  
  
  702.7Inventories
  
  
  
  536.9
  
  
  
  486.1Prepaid income taxes and other assets
  
  406.9
  
  
  
  107.9Total current assets
  
  
  2,278.4
  
  
  
  2,650.9PROPERTY AND EQUIPMENT, net
  
  682.6
  
  
  
  608.6OTHER ASSETS, principally goodwill
  
  761.0
  
  
  
  711.0$
  3,722.0
  
  
  $
  3,970.5LIABILITIES
  AND SHAREOWNERS INVESTMENTCURRENT LIABILITIES:Accounts payable
  $
  232.1
  
  
  $
  211.3Accrued liabilities
  
  
  357.9
  
  
  
  435.7Accrued income taxes
  
  
  353.7
  
  
  
  365.8Notes payable and current maturities of longterm
  debt
  
  186.5
  
  
  
  28.5Total current liabilities
  
  1,130.2
  
  
  
  1,041.3LONGTERM DEBT, less current maturities
  
  
  15.0
  
  
  
  16.5Total liabilities
  
  
  1,145.2
  
  
  
  1,057.8SHAREOWNERS' INVESTMENT(780.8 and 770.3 shares outstanding, respectively)
  
  2,576.8
  
  
  
  2,912.7$
  3,722.0
  
  
  $
  3,970.5See accompanying notes to consolidated financial
statements.

ADC TELECOMMUNICATIONS, INC. AND
SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME  UNAUDITED

(In millions, except earnings per
share)

Three
  Months Ended
  January 31,2001
  
  2000NET SALES
  
  
  
  
  
  
  $
  804.8
  
  $
  593.9COST OF PRODUCT SOLD
  
  
  
  
  
  
  
  496.1
  
  
  315.3GROSS PROFIT
  
  
  
  
  
  
  
  308.7
  
  
  278.6EXPENSES:Research and development
  
  
  
  
  
  
  
  76.5
  
  
  75.2Selling and administration
  
  
  
  
  
  
  
  174.8
  
  
  129.8Goodwill amortization
  
  
  
  
  
  
  
  17.6
  
  
  5.6Nonrecurring charges
  
  
  
  
  
  
  
  33.3
  
  
  --Non-cash stock compensation
  
  
  
  
  
  
  
  4.9
  
  
  0.6Total expenses
  
  
  
  
  
  
  
  307.1
  
  
  211.2OPERATING INCOME
  
  
  
  
  
  
  
  1.6
  
  
  67.4OTHER INCOME (EXPENSE), NET:Interest
  
  
  
  
  
  
  
  
  0.9
  
  
  4.5Other
  
  
  
  
  
  
  
  
  1.8
  
  
  (3.5)INCOME BEFORE INCOME TAXES
  
  
  
  
  
  
  
  4.3
  
  
  68.4PROVISION FOR INCOME TAXES
  
  
  
  
  
  
  
  2.1
  
  
  15.3NET INCOME
  
  
  
  
  
  
  $
  2.2
  
  $
  53.1AVERAGE COMMON SHARES OUTSTANDING (BASIC)
  
  
  
  
  
  
  
  772.7
  
  
  699.7EARNINGS PER SHARE (BASIC)
  
  
  
  
  
  
  $
  0.00
  
  $
  0.08AVERAGE COMMON SHARES OUTSTANDING (DILUTED)
  
  
  
  
  
  
  
  803.2
  
  
  730.1EARNINGS PER SHARE (DILUTED)
  
  
  
  
  
  
  $
  0.00
  
  $
  0.07See accompanying notes to consolidated financial statements.

ADC TELECOMMUNICATIONS, INC. AND
SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS 
UNAUDITED(In millions)

Three
  Months Ended
  January 31,2001
  
  
  2000OPERATING ACTIVITIES:Net income
  $
  2.2
  
  $
  53.1Adjustments to reconcile net income to net cash fromoperating activities -Inventory and fixed asset write-offs
  
  39.6
  
  
  --Depreciation and amortization
  
  47.6
  
  
  29.6Non-cash stock compensation
  
  4.9
  
  
  0.6Increase in deferred income taxes
  
  1.2
  
  
  --Gain on ownership of investments
  
  (3.7)
  
  
  --Other
  
  (7.2)
  
  
  0.6Changes in operating assets and liabilities, net of 
    acquisitionsAccounts receivable
  
  89.3
  
  
  19.1Inventories
  
  (51.1)
  
  
  (36.2)Prepaid income taxes and other assets
  
  (71.7)
  
  
  (14.8)Accounts payable
  
  4.2
  
  
  (20.5)Accrued liabilities
  
  (142.6)
  
  
  2.1Total cash (used for) from operating
    activities
  
  (87.3)
  
  
  33.6INVESTMENT ACTIVITIES:Acquisitions
  
  (48.7)
  
  
  (18.0)Property and equipment additions
  
  (93.3)
  
  
  (49.0)Marketable securities and shortterm investments
  
  --
  
  
  23.2Longterm investments
  
  (7.8)
  
  
  5.4Total cash used for investment activities
  
  (149.8)
  
  
  (38.4)FINANCING ACTIVITIES:Borrowings/(Repayments) of debt
  
  154.4
  
  
  (26.3)Common stock issued
  
  19.0
  
  
  50.7Total cash from financing activities
  
  173.4
  
  
  24.4EFFECT OF EXCHANGE RATE CHANGES ON CASH
  
  0.3
  
  
  (0.6)DECREASE IN CASH AND CASH EQUIVALENTS
  
  (63.4)
  
  
  19.0CASH AND CASH EQUIVALENTS, beginning of period
  
  217.3
  
  
  279.0CASH AND CASH EQUIVALENTS, end of period
  $
  153.9
  
  $
  298.0See accompanying notes to consolidated financial statements

.

ADC TELECOMMUNICATIONS, INC. AND
SUBSIDIARIESSUPPLEMENTAL FINANCIAL INFORMATION 
UNAUDITED(In millions, except earnings per share)

1st
  Quarter
  2001
  
  4th
  Quarter
  2000
  
  3rd
  Quarter
  2000
  
  2nd
  Quarter
  2000NET SALES
  $
  804.8
  
  $
  1,032.0
  
  $
  891.4
  
  $
  770.6COST OF PRODUCT SOLD
  
  496.1
  
  
  513.5
  
  
  442.9
  
  
  407.3GROSS PROFIT
  
  308.7
  
  
  518.5
  
  
  448.5
  
  
  363.3EXPENSES:Research and development
  
  76.5
  
  
  96.0
  
  
  84.1
  
  
  82.8Selling and administration
  
  174.8
  
  
  202.4
  
  
  177.3
  
  
  156.0Goodwill amortization
  
  17.6
  
  
  14.4
  
  
  7.8
  
  
  6.4Nonrecurring charges
  
  33.3
  
  
  34.2
  
  
  115.0
  
  
  8.8Non-cash stock compensation
  
  4.9
  
  
  42.8
  
  
  2.5
  
  
  1.2Total expenses
  
  307.1
  
  
  389.8
  
  
  386.7
  
  
  255.2OPERATING INCOME
  
  1.6
  
  
  128.7
  
  
  61.8
  
  
  108.1OTHER INCOME (EXPENSE), NET:Interest
  
  0.9
  
  
  5.1
  
  
  4.2
  
  
  5.6Gain on conversion of investment
  
  --
  
  
  --
  
  
  --
  
  
  722.6Gain on sale of a business
  
  --
  
  
  --
  
  
  --
  
  
  328.6Other
  
  1.8
  
  
  30.0
  
  
  (0.9)
  
  
  (1.8)INCOME BEFORE INCOME TAXES
  
  4.3
  
  
  163.8
  
  
  65.1
  
  
  1,163.1PROVISION FOR INCOME TAXES
  
  2.1
  
  
  76.7
  
  
  55.5
  
  
  444.9NET INCOME
  $
  2.2
  
  $
  87.1
  
  $
  9.6
  
  $
  718.2AVERAGE COMMON SHARES OUTSTANDING (BASIC)
  
  772.7
  
  
  733.9
  
  
  715.1
  
  
  708.0EARNINGS PER SHARE (BASIC)
  $
  0.00
  
  $
  0.12
  
  $
  0.01
  
  $
  1.01AVERAGE COMMON SHARESOUTSTANDING (DILUTED)
  
  803.2
  
  
  781.6
  
  
  758.8
  
  
  746.1EARNINGS PER SHARE (DILUTED)
  $
  0.00
  
  $
  0.11
  
  $
  0.01
  
  $
  0.96

See accompanying notes to consolidated financial
statements.

ADC TELECOMMUNICATIONS, INC. AND
SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  UNAUDITED

Note 1
  Basis of Presentation:
  All historical financial information has been restated to reflect the
  acquisitions of PairGain Technologies, Inc. (PairGain) and Broadband Access
  Systems, Inc. (BAS) which were completed in the third quarter and fourth
  quarter of fiscal year 2000, respectively, and were accounted for as poolings
  of interests.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 January 31, 2001 are not
  necessarily indicative of the operating results to be expected for the full
  fiscal year.  These statements should be read in conjunction with our
  most recent Annual Report on Form 10K.Recently Issued Accounting PronouncementsIn December 1999, the Securities and Exchange
  Commission (SEC) issued Staff Accounting Bulletin No. 101 Revenue
  Recognition in Financial Statements (SAB 101).  SAB 101, as amended,
  summarizes some of the SECs views in applying generally accepted accounting
  principles to revenue recognition in financial statements.  At this
  time, we do not expect the adoption of SAB 101 to have a material effect on
  our operations or financial position.  We are required to adopt
  SAB 101 in the fourth quarter of fiscal 2001.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
  millions):January 31,
  2001
  
  
  October 31,
  2000Purchased materials and manufactured products
  
  $  507.2
  
  
  $   452.4Workinprocess
  
  29.7
  
  
  33.7$  536.9
  
  
  $   486.1Note 3
  Acquisitions: On
  November 20, 2000, we acquired France Electronique S.A.s telecom systems
  integration business (France Electronique) based near Paris, France. 
  France Electroniques systems integration services enable communications
  service providers to offer applications that integrate Internet, e-mail,
  voicemail, fax and voice services for delivery to wireless and wireline
  communication devices.  We paid $44 million in cash to complete the
  transaction, which was accounted for using the purchase method.  The
  entire value of the transaction is primarily goodwill and is being amortized
  over 7 years using a straight-line method.On February 26, 2001, we acquired all of the
  outstanding equity interests in CommTech Corporation, a Cranbury, New
  Jersey-based company (CommTech). CommTech is a provider of end-to-end
  service order management, provisioning and activation software for
  communications service providers.  In the transaction, we issued
  approximately 11.65 million shares of our common stock to CommTechs
  shareholders.  We also converted all outstanding CommTech stock options
  into options to acquire approximately 1.6 million shares of our common
  stock.  The transaction was accounted for as a pooling of
  interests.  Since the historical operations of CommTech were not material
  to our consolidated operations or financial position, prior period financial
  statements will not be restated for this acquisition.Note 4
  Comprehensive (Loss) Income:The
  following table presents the calculation of comprehensive income as required
  by SFAS No. 130. Comprehensive income has no impact on our net income,
  balance sheet or shareowners equity.  The components of comprehensive
  income are as follows (in millions):Three Months Ended
  January 31,2001
  2000Net income
  $2.2
  
  $53.1Changes in cumulative translationadjustments
  3.8
  
  (0.3
  )Changes in market value of derivativefinancial instruments classified
  ascash flow hedges
  1.8
  
  --Unrealized (loss) gain from securities
      classified as available for sale, net of taxes
  (366.0
  )
  45.8Comprehensive (loss) income
  $(358.2
  )
  $98.6We own 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
January 31, 2001, the market value of these investments was as follows (in
millions):ONI Systems Corp.
  $213.3Redback Networks, Inc.
  178.3GlobeSpan, Inc.
  80.5Vyyo, Inc.
  26.3Efficient Networks, Inc.
  21.6InfoInterActive, Inc.
  3.4interWAVE Communications
  International Ltd.
  0.9Total
  $524.3In addition, we own an approximate 22% interest in
MIND C.T.I. Ltd. (MIND).  As of January 31, 2001, our investment in
MIND had a market value of approximately $35.2 million.  This investment
is accounted for using the equity method.  Under the equity method, a pro
rata portion of MINDs profits or losses is reflected in our consolidated
income statement.On February 22, 2001, Siemens and Efficient Networks,
Inc. announced that they have entered into a definitive merger agreement. 
Pursuant to the merger agreement, Siemens will purchase all of the outstanding
shares of Efficient Networks for $23.50 in cash per share.  The merger
transaction is expected to close in April 2001.  As of January 31,
2001, we held approximately 1.8 million shares of Efficient Networks at a cost
basis of $4.3 million.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 January 31, 2001 and 2000 (in millions, except earnings
  per share):Three Months Ended
  January 31,2001
  2000Net income
  
  
  $       
  2.2
  $     
  53.1Earnings per common share (basic)
  
  
  $     
  0.00
  $     
  0.08Earnings per common share (diluted)
  
  
  $     
  0.00
  $     
  0.07Weighted average common sharesoutstanding (basic)
  
  
  772.7
  699.7Effect of dilutive securities - stockOptions
  
  
  30.5
  30.4Weighted average common sharesoutstanding (diluted)
  
  
  803.2
  730.1Note 6
  Segment Reporting:
  The management approach required by SFAS No. 131, Disclosures about
  Segments of an Enterprise and Related Information, requires us to disclose
  selected financial data by operating segment.  This approach is based
  upon the way management organizes segments within an enterprise for making
  operating decisions and assessing performance.  We have identified three
  reportable segments based on our 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 millions)Broadband
  Connectivity
  Broadband
  Access and
  Transport
  Integrated
  Solutions
  Unallocated
  Items
  ConsolidatedThree months endedJanuary 31, 2001:External Sales
  $    420.0
  $   229.7
  $   155.1
  $       --
  $804.8Operating Income (Loss)
  150.0
  (37.1)
  (18.1)
  (93.2)1
  1.6Three months endedJanuary 31, 2000:External Sales
  $    267.0
  $   218.7
  $    107.8
  $   
  0.4
  $593.9Operating Income (Loss)
  101.5
  (32.9)
  8.5
  (9.7)
  67.4


1 Excluding goodwill amortization
and certain other income/(expense) items, includes non-cash stock compensation
charges of $4.9 million and non-recurring and other restructuring related
charges of $76.4 million.  (See Note 7).

Note 7
  Non-Recurring and Other
  Restructuring Related Charges: During the first quarter of
  2001, we launched an initiative to discontinue product lines that no longer
  fit our current focus and growth strategy and to consolidate unproductive and
  duplicative facilities.  The nonrecurring charges and restructuring
  related charges associated with this program totaled $70.9 million ($46.4
  million net of tax) for the quarter ended January 31, 2001. The
  restructuring plans are to be completed by the end of the first quarter of
  fiscal year 2002.  An additional $5.5 million ($3.5 million net of tax)
  related to prior year acquisition integration and restructuring initiatives
  was also incurred in the first quarter of 2001.  As of January 31,
  2001, a total of $19.1 million of these charges and initatives had been
  expended and $57.3 million was accrued as a future liability. Non-recurring
  and restructuring related charges by category of expenditures are as follows
  for the quarter ended January 31, 2001 (in millions):

Cost of Sales
  Charges
  Non
  recurring
  Charges
  Selling and
  Administration
  Charges
  TotalInventory and committed sales contracts
  $36.3
  $     
  --
  $    
  --
  $  36.3Employee severance costs
  --
  18.0
  --
  18.0Fixed asset write-downs
  --
  9.4
  --
  9.4Contract termination costs
  --
  --
  5.4
  5.4Other
  --
  5.9
  1.4
  7.3Total
  $36.3
  $  33.3
  $  6.8
  $  76.4

Inventory and committed sales contract related charges
represent losses incurred to write down the carrying value of inventory and
costs of exiting and maintaining certain committed sales contracts for product
lines that have been discontinued.  Revenues and gross margins from these
product lines were not material to our consolidated operations.Employee severance costs relate to the closure of
facilities, elimination of product lines and general terminations resulting
from reduced sales forecasts.  We reduced our workforce by approximately
1,100 employees during the first quarter of 2001.  These terminations
occurred across all business segments.  As of January 31, 2001,
substantially all of the affected employees had been terminated.The write-down of fixed assets primarily relates to
fixtures and equipment that will no longer be used as a result of the
discontinuation of certain product lines as well as to facility closures. 
These fixtures and equipment were written down to their realizable value. 
By centralizing certain key functional areas and exiting certain unprofitable
product lines, we intend to increase operating efficiencies and, ultimately,
profit growth in the long term.Contract termination costs represent the
administrative expenses needed to complete certain committed sales
contacts.  These costs are primarily due to our decision to exit certain
product lines.Other expenses primarily represent lease termination
costs and other costs associated with facility closures.SIGNATURES



Pursuant to the requirements 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.

Dated:  March 22, 2001
  ADC TELECOMMUNICATIONS, INC.By:
  /s/ Robert E. SwitzRobert E. SwitzSenior Vice President, Chief Financial Officer andPresident, Broadband Access and Transport Group