SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  AMENDMENT NO. 2
to
FORM 10Q (Mark
One) x
  QUARTERLY REPORT PURSUANT TO
  SECTION 13 or 15(d)OF THE SECURITIES EXCHANGE ACT OF
  1934For the quarterly period ended
  January 31, 2001ORTRANSACTION REPORT PURSUANT TO
  SECTION 13 or 15(d)OF THE SECURITIES EXCHANGE ACT OF
  1934For 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.)
 13625 Technology Drive, Eden Prairie,
MN  55344-2252(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.

With
respect to our Quarterly Report on Form 10-Q for the quarter ended January 31,
2001, we hereby amend the following: (1) Item I to add a note regarding the
components of our non-cash stock compensation expense in the Consolidated
Statements of Income Unaudited and (2) Item 3 to expand upon the potential
volatility of our common stock investments in other publicly traded companies
contained in our investment portfolio. 
No other amendments to our Quarterly Report on Form 10-Q are being made
through this filing.

PART
I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

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

(In
millions)

ASSETS

January 31,2001
  October 31,2000CURRENT 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 SUBSIDIARIES
CONSOLIDATED 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(1)
  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
  $0.07(1)
  Non-cash stock compensation expense resulted from
  stock options and restricted stock converted in connection with the Centigram
  and Broadband Access Systems acquisitions. We do not incur any other non-cash
  stock compensation expense in the ordinary course of business. If we had
  reported this non-cash stock compensation in existing expense categories,
  research and development expense and selling and administration expense would
  have increased by $1.8 million and $3.1 million, respectively, for the three
  months ended January 31, 2001 and $0.4 million and $0.2 million,
  respectively, for the three months ended January 31, 2000.See accompanying notes to consolidated financial statements.

ADC
TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED 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 from operating 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 SUBSIDIARIES
SUPPLEMENTAL 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
  $0.96See accompanying notes to
consolidated financial statements.

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 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 Pronouncements

In 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
  $486.1

Note 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 translation
  adjustments
  3.8
  (0.3)Changes in market value of derivative
  financial instruments classified as cash 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 shares outstanding
  (basic)
  772.7
  699.7Effect of dilutive securities - stock
  Options
  30.5
  30.4Weighted average common shares outstanding
  (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 ended
  January 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 ended
  January 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
  $76.4Inventory 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.

ITEM 3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to
market risk from changes in foreign exchange rates. To mitigate the risk from
these exposures, we have instituted a balance sheet hedging program. The
objective of this program is to protect our net monetary assets and liabilities
from fluctuations due to movements in foreign exchange rates. This program
operates in markets where hedging costs are beneficial. We attempt to minimize
exposure to currencies in which hedging instruments are unavailable or
prohibitively expensive by managing our 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 our overall exposure to exchange rate movements, since gains and losses
on these contracts offset losses and gains on the underlying exposure. Our
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 to the Unaudited
Consolidated Financial Statements, we own common stock in several publicly held
companies in the telecommunications or technology industries. Due to material
changes in the fair value of such common stock, we have recorded a $400.3
million unrealized loss, $252.2 million net of income tax effects, in shareowners
investment as of January 31, 2001. Assuming an immediate decrease of 20%
and 50% in the portfolio stock price from the closing price on January 31,
2001, the hypothetical reduction in shareowners investment related to these
holdings is estimated to be $66.1 million and $165.2 million, respectively (net
of income tax effects), or 2.6% and 6.4%, respectively, of total shareowners
investment at January 31, 2001.

SIGNATURES

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

Dated: July 13, 2001
  ADC
  TELECOMMUNICATIONS, INC.By:
  /s/ Robert E. SwitzRobert E. SwitzSenior Vice President,
  Chief Financial Officer