SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C.  20549
________________

FORM 10–Q

(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.



PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS

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

(In millions)

ASSETS

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

See 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,
|------------------------------------------- | --------------------------- | -------------- |  |  | ----------------------------------
|                                            |                             |                |  | 
|                                            |                             |                |  |  |                                   
|                                            |                             |                |  |  |                                   
|NET SALES                                   |                             |                |  |  |                                   
|                                            |                             |                |  |  |                                   
|COST OF PRODUCT SOLD                        |                             |                |  |  |                                   
|                                            |                             |                |  |  |                                   
|GROSS PROFIT                                |                             |                |  |  |                                   
|                                            |                             |                |  |  |                                   
|EXPENSES:                                   |                             |                |  |  |                                   
|                                            | Research and development    |                |  |  |                                   
|                                            | Selling and administration  |                |  |  |                                   
|                                            | Goodwill amortization       |                |  |  |                                   
|                                            | Non–recurring charges       |                |  |  |                                   
|                                            | Non-cash stock compensation |                |  |  |                                   
|                                            |                             |                |  |  |                                   
|                                            |                             | Total expenses |  |  |                                   
|                                            |                             |                |  |  |                                   
|OPERATING INCOME                            |                             |                |  |  |                                   
|                                            |                             |                |  |  |                                   
|OTHER INCOME (EXPENSE), NET:                |                             |                |  |  |                                   
|                                            | Interest                    |                |  |  |                                   
|                                            | Other                       |                |  |  |                                   
|                                            |                             |                |  |  |                                   
|INCOME BEFORE INCOME TAXES                  |                             |                |  |  |                                   
|                                            |                             |                |  |  |                                   
|PROVISION FOR INCOME TAXES                  |                             |                |  |  |                                   
|                                            |                             |                |  |  |                                   
|NET INCOME                                  |                             |                |  |  |                                   
|AVERAGE COMMON SHARES OUTSTANDING (BASIC)   |                             |                |  |  |                                   
|                                            |                             |                |  |  |                                   
|EARNINGS PER SHARE (BASIC)                  |                             |                |  |  |                                   
|                                            |                             |                |  |  |                                   
|AVERAGE COMMON SHARES OUTSTANDING (DILUTED) |                             |                |  |  |                                   
|                                            |                             |                |  |  |                                   
|EARNINGS PER SHARE (DILUTED)                |                             |                |  |  |                                   

See accompanying notes to consolidated financial statements.

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

|                                               |                                                      |                                                                       | Three
  Months Ended
  January 31,   
|---------------------------------------------- | ---------------------------------------------------- | --------------------------------------------------------------------- | -------------------------------------
|                                               |                                                      |                                                                      
|                                               |                                                      |                                                                       |                                      
|OPERATING ACTIVITIES:                          |                                                      |                                                                       |                                      
|                                               | Net income                                           | $                                                                     | 2.2                                  
|                                               | Adjustments to reconcile net income to net cash from |                                                                       |                                      
|                                               | operating activities -                              
|                                               |                                                      | Inventory and fixed asset write-offs                                  |                                      
|                                               |                                                      | Depreciation and amortization                                         |                                      
|                                               |                                                      | Non-cash stock compensation                                           |                                      
|                                               |                                                      | Increase in deferred income taxes                                     |                                      
|                                               |                                                      | Gain on ownership of investments                                      |                                      
|                                               |                                                      | Other                                                                 |                                      
|                                               |                                                      | Changes in operating assets and liabilities, net of 
    acquisitions |                                      
|                                               |                                                      |                                                                       | Accounts receivable                  
|                                               |                                                      |                                                                       | Inventories                          
|                                               |                                                      |                                                                       | Prepaid income taxes and other assets
|                                               |                                                      |                                                                       | Accounts payable                     
|                                               |                                                      |                                                                       | Accrued liabilities                  
|                                               |                                                      | Total cash (used for) from operating
    activities                   |                                      
|                                               |                                                      |                                                                       |                                      
|INVESTMENT ACTIVITIES:                         |                                                      |                                                                       |                                      
|                                               | Acquisitions                                         |                                                                       | (48.7)                               
|                                               | Property and equipment additions                     |                                                                       | (93.3)                               
|                                               | Marketable securities and short–term investments     |                                                                       | --                                   
|                                               | Long–term investments                                |                                                                       | (7.8)                                
|                                               |                                                      |                                                                       |                                      
|                                               |                                                      |                                                                       |                                      
|FINANCING ACTIVITIES:                          |                                                      |                                                                       |                                      
|                                               | Borrowings/(Repayments) of debt                      |                                                                       | 154.4                                
|                                               | Common stock issued                                  |                                                                       | 19.0                                 
|                                               |                                                      |                                                                       |                                      
|                                               |                                                      |                                                                       |                                      
|EFFECT OF EXCHANGE RATE CHANGES ON CASH        |                                                      | 0.3                                                                   |                                      
|                                               |                                                      |                                                                       |                                      
|DECREASE IN CASH AND CASH EQUIVALENTS          |                                                      | (63.4)                                                                |                                      
|                                               |                                                      |                                                                       |                                      
|CASH AND CASH EQUIVALENTS, beginning of period |                                                      | 217.3                                                                 |                                      
|                                               |                                                      |                                                                       |                                      
|CASH AND CASH EQUIVALENTS, end of period       | $                                                    | 153.9                                                                 |                                      
|                                               |                                                      |                                                                       |                                      

See 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
  2000
|----------------------------------------- | --------------------------- | -------------------------------- | -------------------- | ----- | -------------------- | ----- | -------------------- | ----- | --------------------
|                                          |                             |                                 
|                                          |                             |                                 
|                                          |                             |                                  |                      |       |                      |       |                      |       |                     
|NET SALES                                 | $                           | 804.8                            |                      | $     | 1,032.0              |       | $                    | 891.4 |                     
|                                          |                             |                                  |                      |       |                      |       |                      |       |                     
|COST OF PRODUCT SOLD                      |                             | 496.1                            |                      |       | 513.5                |       |                      | 442.9 |                     
|                                          |                             |                                  |                      |       |                      |       |                      |       |                     
|GROSS PROFIT                              |                             | 308.7                            |                      |       | 518.5                |       |                      | 448.5 |                     
|                                          |                             |                                  |                      |       |                      |       |                      |       |                     
|EXPENSES:                                 |                             |                                  |                      |       |                      |       |                      |       |                     
|                                          | Research and development    |                                  | 76.5                 |       |                      | 96.0  |                      |       | 84.1                
|                                          | Selling and administration  |                                  | 174.8                |       |                      | 202.4 |                      |       | 177.3               
|                                          | Goodwill amortization       |                                  | 17.6                 |       |                      | 14.4  |                      |       | 7.8                 
|                                          | Non–recurring charges       |                                  | 33.3                 |       |                      | 34.2  |                      |       | 115.0               
|                                          | Non-cash stock compensation |                                  | 4.9                  |       |                      | 42.8  |                      |       | 2.5                 
|                                          |                             | Total expenses                   |                      | 307.1 |                      |       | 389.8                |       |                     
|                                          |                             |                                  |                      |       |                      |       |                      |       |                     
|OPERATING INCOME                          |                             | 1.6                              |                      |       | 128.7                |       |                      | 61.8  |                     
|                                          |                             |                                  |                      |       |                      |       |                      |       |                     
|OTHER INCOME (EXPENSE), NET:              |                             |                                  |                      |       |                      |       |                      |       |                     
|                                          |                             | Interest                         |                      | 0.9   |                      |       | 5.1                  |       |                     
|                                          |                             | Gain on conversion of investment |                      | --    |                      |       | --                   |       |                     
|                                          |                             | Gain on sale of a business       |                      | --    |                      |       | --                   |       |                     
|                                          |                             | Other                            |                      | 1.8   |                      |       | 30.0                 |       |                     
|                                          |                             |                                  |                      |       |                      |       |                      |       |                     
|INCOME BEFORE INCOME TAXES                |                             | 4.3                              |                      |       | 163.8                |       |                      | 65.1  |                     
|                                          |                             |                                  |                      |       |                      |       |                      |       |                     
|PROVISION FOR INCOME TAXES                |                             | 2.1                              |                      |       | 76.7                 |       |                      | 55.5  |                     
|                                          |                             |                                  |                      |       |                      |       |                      |       |                     
|NET INCOME                                | $                           | 2.2                              |                      | $     | 87.1                 |       | $                    | 9.6   |                     
|                                          |                             |                                  |                      |       |                      |       |                      |       |                     
|AVERAGE COMMON SHARES OUTSTANDING (BASIC) |                             | 772.7                            |                      |       | 733.9                |       |                      | 715.1 |                     
|                                          |                             |                                  |                      |       |                      |       |                      |       |                     
|EARNINGS PER SHARE (BASIC)                | $                           | 0.00                             |                      | $     | 0.12                 |       | $                    | 0.01  |                     
|                                          |                             |                                  |                      |       |                      |       |                      |       |                     
|AVERAGE COMMON SHARES                     |                             |                                  |                      |       |                      |       |                      |       |                     
|OUTSTANDING (DILUTED)                     |                             | 803.2                            |                      |       | 781.6                |       |                      | 758.8 |                     
|                                          |                             |                                  |                      |       |                      |       |                      |       |                     
|EARNINGS PER SHARE (DILUTED)              | $                           | 0.00                             |                      | $     | 0.11                 |       | $                    | 0.01  |                     
|                                          |                             |                                  |                      |       |                      |       |                      |       |                     



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 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,
  2000
|--------------------------------------------- |  | ------------------ |  |  | ------------------
|Purchased materials and manufactured products |  | $  507.2           |  |  | $   452.4         
|Work–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,
|------------------------------------------------------------------------------------------- |  | --------------------------------
|                                                                                            |  |                                 
|Net income                                                                                  |  |                                 
|Changes in cumulative translation                                                           |  |                                 
|adjustments                                                                                 |  |                                 
|Changes in market value of derivative                                                       |  |                                 
|financial instruments classified
  as                                                       |  |                                 
|cash flow hedges                                                                            |  |                                 
|Unrealized (loss) gain from securities
      classified as available for sale, net of taxes |  | (366.0)                         
|                                                                                            |  |                                 
|Comprehensive (loss) income                                                                 |  |                                 
|                                                                                            |  |                                 





We 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.                             | $213.3
|--------------------------------------------- | ------
|Redback Networks, Inc.                        | 178.3 
|GlobeSpan, Inc.                               | 80.5  
|Vyyo, Inc.                                    | 26.3  
|Efficient Networks, Inc.                      | 21.6  
|InfoInterActive, Inc.                         | 3.4   
|interWAVE Communications
  International Ltd. | 0.9   
|Total                                         | $524.3

In 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,
|------------------------------------- |  | --------------------------------
|                                      |  |                                 
|Net income                            |  |                                 
|Earnings per common share (basic)     |  |                                 
|Earnings per common share (diluted)   |  |                                 
|Weighted average common shares        |  |                                 
|outstanding (basic)                   |  |                                 
|Effect of dilutive securities - stock |  |                                 
|Options                               |  |                                 
|Weighted average common shares        |  |                                 
|outstanding (diluted)                 |  |                                 



|Note 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)
|-----------------------------------
|                                   
|                                   
|Three months ended                 
|January 31, 2001:                  
|External Sales                     
|Operating Income (Loss)            
|                                   
|Three months ended                 
|January 31, 2000:                  
|External Sales                     
|Operating Income (Loss)            
|                                   

---

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 | Total  
|--------------------------------------- | ----------------------- | -------------------------- | -------------------------------------- | -------
|                                        |                         |                            |                                        |        
|Inventory and committed sales contracts | $36.3                   | $     
  --                | $    
  --                             | $  36.3
|Employee severance costs                | --                      | 18.0                       | ---                                    | 18.0   
|Fixed asset write-downs                 | --                      | 9.4                        | --                                     | 9.4    
|Contract termination costs              | --                      | --                         | 5.4                                    | 5.4    
|Other                                   | --                      | 5.9                        | 1.4                                    | 7.3    
|Total                                   | $36.3                   | $  3.3                     | $  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
2,100 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 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

We are a leading global supplier of optical- and copper-connectivity systems,
broadband access and network equipment, software and integration services
designed to improve the speed and performance of broadband, multiservice
communications networks.  Telephone companies, cable television operators,
Internet and data service providers, wireless service providers and other communications
service providers are building and upgrading the broadband network
infrastructure required to offer high-speed Internet access as well as data,
video, telephony and other interactive multimedia services to consumers and
businesses. Our product offerings and development efforts are focused on
increasing the speed and efficiency of the last mile/kilometer portion of
communications networks ’ that is, the network equipment that connects the
service providers’ offices to businesses and end users’ homes, as well as
wireless communications devices.

Our customers include local and long-distance telephone companies, cable
television operators, wireless service providers, new competitive service
providers, broadcasters, governments, businesses, system integrators,
communications equipment manufacturers and distributors.  We offer optical
and copper connectivity systems/components, broadband access and network
equipment, software and integration services to our customers through the
following three business groups:

| | • | Broadband
  Connectivity;            
| | - | -------------------------------------
| |   |                                      
| | • | Broadband
  Access and Transport; and
| |   |                                      
| | • | Integrated
  Solutions.              

BROADBAND CONNECTIVITY products
provide the physical contact points needed to connect different communications
network elements and gain access to communications system circuits for the
purposes of installing, testing, monitoring, accessing, managing,
reconfiguring, splitting and multiplexing such circuits within service
providers’ serving offices and the last mile/kilometer portion of
communications networks.  These products include broadband connection and
access devices for copper, coaxial cable, optical, wireless and broadcast
communications networks.  The group also produces passive and active
optical components, as well as wireless components.  These products are
used throughout the world in telephone, cable television, Internet, wireless,
enterprise and broadcast communications networks.



BROADBAND ACCESS AND TRANSPORTproducts
enable broadband, multiservice delivery capabilities within service provider
networks, while also introducing new service delivery functionality and cost
effectiveness into these networks.  The group’s products include access
and transport systems that deliver broadband, multiservice communications to
consumers and businesses over copper, coaxial cable, optical and wireless
networks. These products are used throughout the world to deliver Internet,
data, video and voice services to businesses and consumers.

INTEGRATED SOLUTIONSproducts and
services consist of systems integration services, operations support systems
(OSS) software and enhanced services software that aid service providers in
their delivery of broadband, multiservice communications over wireline and
wireless networks. Systems integration services are used to design, equip and
build communications networks and OSS applications that deliver Internet, data,
video and voice services to consumers and businesses.  OSS software
includes communications billing, customer care, network performance and
service-level assurance software used by service providers to operate
communications networks.  Enhanced services software includes a range of
wireline, wireless and Internet applications used by service providers to help
increase revenues.

We believe that broadband, multiservice communications networks represent a key
enabling capability for meeting the information needs of businesses and
consumers around the world.  The rapid growth of the Internet has driven
the need for broadband network infrastructure.  We believe consumers
increasingly find dial-up modem speeds unacceptable for current Internet and
Web-based applications.  Further, we believe that new or future
applications such as digital video and audio programs, wireless Internet
access, video conferencing from personal computers, video e-mail, video on
demand, distance learning, telemedicine and high–speed imaging will drive even
more people to use broadband communication services.  We believe that the
global deregulation of communications markets is transforming traditional
communications service providers into integrated communications
providers.  Traditional communications service providers offer only a
limited selection of Internet, data, video or voice services, each on a
separate network connection and a separate customer bill.  Integrated
communications providers operate broadband, multiservice networks that offer
faster, cost-effective and integrated Internet, data, video and voice services
over a single high-speed network connection while sending only one bill for all
of the services the customer uses.  Due to deregulation, service providers
now compete for customers by offering bundles of different communications
services over cost-effective networks.  As a result of competition among
communications service providers to win and retain customers with bundled
services, we believe there is a large potential global market for fiber optics,
broadband access and network equipment, software and integration services to build
and upgrade broadband, multiservice networks.

We, like many of our peers in the communications equipment industry, believe
that it is appropriate to remain cautious regarding our growth assumptions for
both fiscal years 2001 and 2002, until economic and market conditions
improve.  Due to the general weakness presently expected in the economy,
and the telecom sector in particular, for such periods, year-over-year revenue
growth is expected to weaken compared to prior years, putting downward pressure
on margins and profits.  We are reviewing product lines and expenses and
expect to take further actions to reduce costs.  Based on our intent to
implement additional actions to reduce costs in 2001, we expect to record
non-recurring/restructuring charges in the second quarter in amounts that have
not yet been determined.

Our growth is dependent on our ability to successfully develop and commercially
introduce new products in each of our product groups and on the growth of the
communications equipment and services market. The communications equipment
industry is highly competitive and, accordingly, there can be no assurance that
our new or enhanced products and services will meet with market acceptance or
be profitable. The growth in the market for 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 in capital expenditures 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.

Our operating results may fluctuate significantly from quarter to quarter due
to several factors. We are 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. Our expense levels are based in part on our
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 affected adversely. In
addition, our results of operations are subject to seasonal factors. We
historically have experienced a stronger demand for our products in the fourth
fiscal quarter ending October 31, primarily as a result of customer budget
cycles and our fiscal year–end incentives, and have experienced a weaker demand
for our products in the first fiscal quarter ending January 31, 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 our business can be found in Exhibit 99–a to
our Form 10–K for the fiscal year ended October 31, 2000.

RESULTS
OF OPERATIONS

The following table contains information regarding the percentage to net sales
of certain income and expense items for the quarters ended January 31, 2001 and
2000 and the percentage changes in these income and expense items between
periods:



|                             | Percentage of Net Sales
  for the Three Months Ended
  January 31 |  | Percentage
  Increase
  (Decrease)
  Between
  Periods
|---------------------------- | ----------------------------------------------------------------- |  | ------------------------------------------------------
|                             | 2001                                                              |  | 2000                                                  
|                             |                                                                   |  |                                                       
|Net Sales                    | 100.0%                                                            |  | 100.0%                                                
|Cost of Product Sold         | (61.6)                                                            |  | (53.1)                                                
|Gross Profit                 | 38.4                                                              |  | 46.9                                                  
|Expenses:                    |                                                                   |  |                                                       
|Research and development     | (9.5)                                                             |  | (12.7)                                                
|Selling and administration   | (21.7)                                                            |  | (21.9)                                                
|Goodwill amortization        | (2.2)                                                             |  | (0.9)                                                 
|Non-recurring charges        | (4.2)                                                             |  | --                                                    
|Non-cash stock compensation  | (0.6)                                                             |  | (0.1)                                                 
|Operating Income             | 0.2                                                               |  | 11.3                                                  
|Other Income (Expense), Net: |                                                                   |  |                                                       
|Interest                     | 0.1                                                               |  | 0.8                                                   
|Other                        | 0.2                                                               |  | (0.6)                                                 
|Income Before Income Taxes   | 0.5                                                               |  | 11.5                                                  
|Provision for Income Taxes   | (0.2)                                                             |  | (2.6)                                                 
|Net Income                   | 0.3%                                                              |  | 8.9%                                                  
|                             |                                                                   |  |                                                       



Net Sales:The following table sets forth
our net sales for the quarters ended January 31, 2001 and 2000 for each of our
functional product groups described above:



|                                      |  | Three
  Months Ended January 31 ($ in millions)
|------------------------------------- |  | -----------------------------------------------
|                                      |  | 2001                                           
|Product
  Group                       |  | Net
  Sales                                    
|                                      |  |                                                
|Broadband Connectivity                |  | $420.0                                         
|Broadband Access and
       Transport |  | 229.7                                          
|Integrated Solutions                  |  | 155.1                                          
|Other                                 |  | --                                             
|Total                                 |  | $804.8                                         
|                                      |  |                                                
|                                      |  |                                                



Net sales for the three-month period ended January 31, 2001 were $804.8
million, reflecting a 35.5% increase over the comparable 2000 time
period.  This increase reflected growth in all product groups. 
International revenues comprised approximately 27.3% of our sales for the
three-month period ended January 31, 2001 and 21.9% for the comparable 2000
time period.

During the three–month period ended January 31, 2001, net sales of Broadband
Connectivity products rose by 57.3% over the comparable 2000 time period. 
This growth reflects continued strong global demand for our fiber– and
copper–connectivity systems and optical components during the quarter. 
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 during the quarter resulted
from growth in Internet/data traffic and digital services, which is creating
demand for broader bandwidth connections, as well as  competition among
new service providers, which is creating demand for connectivity to new and
existing communications networks. Broadband Connectivity’s sales have grown to
represent approximately 52.2% of our net sales.  We expect that future
sales of Broadband Connectivity products will continue to account for a
substantial portion of our combined net sales.

During the three months ended January 31, 2001, net sales of Broadband Access
and Transport products rose by 5.0% over the comparable 2000 time period. 
This growth is primarily the result of sales increases in the major product
systems – wireline systems, cable television systems, and broadband wireless
systems offset – but is partially by lower sales of enterprise-located access
systems.

During the three months ended January 31, 2001, Integrated Solutions net sales
increased by 43.9% over the comparable 2000 time period.  Both systems
integration services and software systems contributed to sales growth. 
Systems integration sales grew as we helped communications service providers
build or upgrade networks that offer integrated Internet/data, video and voice
services.  Software sales grew primarily as a result of revenues added by
our acquisition of Centigram Communications, which was completed in July 2000
and accounted for as a purchase transaction.

Gross Profit:  During the
three-month periods ended January 31, 2001 and 2000, gross profit percentages
were 38.4% and 46.9%, respectively.  This decrease was the result of a
less favorable product mix across all product groups and approximately $36.3
million of inventory write-offs and costs to exit certain sales contracts which
were included in Cost of Product Sold as a result of the restructuring plans
announced in the first quarter of 2001 (see Note 7 to the unaudited
consolidated financial statements).  We anticipate that our 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 January 31, 2001 and 2000 were
$307.1 million and $211.2 million, representing 38.2% and 35.6% of net sales,
respectively.  These operating expenses included non–recurring charges,
restructuring related charges and non-cash compensation charges and non–cash
compensation charges of $45.0 million and $0.6 million for the three months
ended January 31, 2001 and 2000, respectively.  The 2001
non–recurring charges represent costs associated with initiatives to
discontinue product lines that no longer fit our current focus and growth
strategy as well as consolidating unproductive and duplicative
facilities.  Also included are non-cash stock compensation charges
associated with the acquisitions of Broadband Access Systems and
Centigram.  The 2000 non-cash stock compensation charges are associated
with the acquisitions of Broadband Access Systems and Centigram. 
Operating expenses, before non–recurring charges, restructuring related charges
and non–cash compensation charges, for the three months ended January 31,
2001 and 2000 were $262.1 million and $210.6 million, representing 32.6% and
35.5% of net sales, respectively.  The increase in absolute dollars of
operating expenses, before non–recurring charges, restructuring related charges
and non–cash compensation charges, was due primarily to costs associated with
expanded operations necessary to support higher revenue levels.  The
decrease in operating expenses as a percentage of net sales was due to tighter
controls on spending and our restructuring efforts.

Research and development expenses were $76.5 million for the three months ended
January 31, 2001, representing an increase of 1.7% over $75.2 million for
the three months ended January 31, 2000.  This slight increase reflects
our efforts to control expenses and carefully manage the rate of increase of
expenses.  However, we believe that given the rapidly changing technology
and competitive environment in the communications equipment industry, continued
commitment to product development efforts will be required for us to remain
competitive. Accordingly, we intend to continue to allocate substantial
resources to product development for each of our product groups.

Selling and administration expenses were $174.8 million for the three months
ended January 31, 2001, representing an increase of 34.7% over $129.8
million for the three months ended January 31, 2000.  This increase
primarily reflects the activities of additional personnel costs related to
expanded operations compared to such costs in the three months ended
January 31, 2000, as well as approximately $6.8 million in selling and
administration expenses incurred to complete certain non-cancelable sales contracts
as a result of our decision to exit certain product lines.

Several of our acquisitions have been accounted for as purchase transactions in
which the initial purchase price exceeded the fair value of the acquired
assets. As a result of our acquisition activity, goodwill amortization
increased to $17.6 million in the three months ended January 31, 2001,
compared to $5.6 million in the three months ended January 31, 2000.

Other Income (Expense), Net: For
the three months ended January 31, 2001 and 2000, 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 our share of the net operating
results of our investments in other companies accounted for under the equity
method.

Income Taxes: The effective income
tax rate for the three months ended January 31, 2001 and 2000 was affected
significantly by higher marginal tax rates applied to restructuring
expenses.  Excluding the impact of the higher rates used for the
restructuring charges, the effective income tax rate was 34% for the three-month
periods ended on January 31, 2001 and 2000.

Net Income:Net income was
$2.2 million (or $0.00 per diluted share) for the three months ended January
31, 2001, a 95.9% decrease over $53.1 million (or $0.07 per diluted share) for
the three months ended January 31, 2000. Excluding the non–recurring charges,
restructuring related charges and non–cash compensation charges of $54.3
million and $0.6 million, net of tax, net income for the three months ended
January 31, 2001 and 2000 was $56.5 million (or $0.07 per diluted share) and
$53.7 million (or $0.07 per diluted share), respectively.

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,
decreased $63.4 million and increased $19.0 million during the three months
ended January 31, 2001 and 2000, respectively. The major elements of the 2001
change included $87.3 million used for operations, $48.7 million used for acquisitions
and $93.3 million in property and equipment additions.  This was partially
offset by a $154.4 million increase in debt compared to the amount outstanding
at October 31, 2000.  The major elements of the 2000 change included
$33.6 million provided by operations as well as $50.7 million from issuance of
common stock to employees pursuant to our stock option and employee stock
purchase plans.  This was partially offset by $18.0 million used for
acquisitions and $49.0 million used for property and equipment additions during
the period.

We believe that current cash on hand, cash generated from operating activities,
cash from investments, and available credit facilities will be adequate to fund
our working capital requirements and planned capital expenditures for the
duration of the 2001 fiscal year. However, we may still find it necessary to
seek additional sources of financing to support our capital needs, for
additional working capital, potential investments or acquisitions or otherwise.

At January 31, 2001, we had approximately $201.5 million of debt outstanding.
We have a $340 million, five–year credit facility at an interest rate equal to
the commercial paper interest rate plus 25 basis points that is available for
general corporate purposes, of which $185.0 million was outstanding as of
January 31, 2001.

We own common stock in several publicly held companies.  We record our
investment in these companies at their market value.  As of January 31,
2001, exclusive of our interest in Efficient Networks which has entered into a
definitive merger agreement pursuant to which it would be acquired by Siemens,
the market value of our marketable securities available for sale was
approximately $502.7 million.

During the three months ended January 31, 2001, we invested $6.5 million from
our previously announced $100 million venture capital fund.  Our venture
capital fund is focused on investing in emerging and start–up companies
throughout the world that are engaged in developing high–performance broadband
communication technologies.  As of January 31, 2001, approximately $44.7
million had been invested through this fund.

We have worked with customers and third-party financiers to find a means of
financing projects by negotiating financing arrangements. As of January 31,
2001, we had commitments to extend credit of $229.0 million for such
arrangements.  The total amount drawn and outstanding as of January 31,
2001 was $71.4 million.  We intend to sell all or a portion of these
commitments and outstanding receivables to third parties, but have not yet made
any such sales.  These commitments to extend credit are conditional
agreements generally having fixed expiration or termination dates and specific
interest rates, conditions and purposes.  These commitments may exist and
expire without being drawn.  Therefore, the amounts committed but not
drawn will not necessarily impact future cash flows.  We regularly review
all outstanding commitments, and the results of these reviews are considered in
assessing the overall risk for possible credit losses.  At January 31,
2001, there was no risk of a significant loss in the event of non-performance
related to these financing arrangements.

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 this 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 this transition period, parties can 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. We are assessing our pricing and marketing
strategy in order to ensure that we remain competitive in a broader European
market. We also are modifying our 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, we
are reviewing whether certain existing contracts will need to be modified. Our
currency risks and risk management for operations in participating countries
may be reduced as the legacy currencies are converted to the Euro.  We
will continue to evaluate issues involving the introduction of the Euro. 
Based on current information and assessments, we do not expect that the Euro
conversion will have a material adverse effect on our 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 our expectations or beliefs concerning future events,
including the following: any statements regarding future sales, profit
percentages, earnings per share and other results of operations, any statements
regarding the continuation of historical trends, any statements regarding the
sufficiency of our cash balances and cash generated from operating and
financing activities for our future liquidity and capital resource needs, any
statements regarding the effect of regulatory changes and any statements
regarding the economy in general or the future of the communications equipment
industry and communications services on our business.   We caution
that any forward-looking statements made by us in this report or in other
announcements made by us are further qualified by important factors that could
cause actual results to differ materially from those in the forward-looking
statements.  These include, without limitation, demand for our products or
services, availability of materials to make products, changing market
conditions and growth rates either within our industry or generally within the
economy, volatility in the stock market, new competition and technologies,
increased costs associated with protecting intellectual property rights, the
impact of customer financing activities, our ability to successfully integrate
the operations of acquired companies with our historic operations, retention of
key employees, fluctuations in our operating results, pressures on the pricing
of the products and services we offer, and the factors set forth on Exhibit
99-a to our Form 10-K for the fiscal year ended October 31, 2000.  We
disclaim any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.



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.  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% 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 (net of income tax effects), or 2.6% of total
shareowners’ investment at January 31, 2001.

ITEM 1.      LEGAL PROCEEDINGS

We currently are not subject to any pending or threatened litigation other than
routine litigation arising in the ordinary course of business, none of which is
expected to have a material adverse effect on our business, financial condition
or results of operations.

ITEM 2.      CHANGES IN SECURITIES

On February 26, 2001, we completed our acquisition of CommTech in a
stock-for-stock transaction.  We issued approximately 11.65 million shares
of our common stock in exchange for the outstanding shares of CommTech. 
We also converted all outstanding CommTech stock options into options to
acquire approximately 1.6 million shares of our common stock.  Because the
transaction did not involve a public offering, the shares of our common stock
were deemed to be issued pursuant to an exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

None.

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



(a)        An
annual meeting of our shareowners (the “Annual Meeting”) was held on February
27, 2001.  Proxies for the Annual
Meeting were solicited pursuant to Regulation 14 under the Securities and
Exchange Act of 1934.  There was no
solicitation in opposition to the management’s nominees for director as listed
in the proxy statement, and all such nominees were elected.



(b)        At the
Annual Meeting, John J. Boyle III and Charles D. Yost were elected as directors
for terms expiring at the annual meeting of our shareowners in 2004.  The following table shows the vote totals
with respect to the election of two directors:



|Name              | Votes For   | Authority Withheld
|----------------- | ----------- | ------------------
|John J. Boyle III | 584,549,634 | 36,411,513        
|Charles D. Yost   | 557,865,837 | 63,095,311        



John A. Blanchard III, B. Kristine Johnson and
Jean-Pierre Rosso continued as directors for terms expiring at the annual
meeting of our shareowners in 2003, and James C. Castle, Ph.D. and John D.
Wunsch continued as directors for terms expiring at the annual meeting of our
shareowners in 2002.  Immediately
following the Annual Meeting, William J. Cadogan resigned as Chairman of the
Board, and Richard R. Roscitt was elected by our Board of Directors as Chairman
of the Board for a term expiring at the annual meeting of our shareowners in
2002.



(c)        At the
Annual Meeting, the shareowners also approved an amendment to our 1991 Stock
Incentive Plan to:  (a) change the name
of the plan to the “Global Stock Incentive Plan”; (b) increase the total number
of authorized shares of our common stock available for grant under the plan by
35,500,000 shares; and (c) make other changes to the plan as described in our
proxy statement.  The following table
shows the vote totals with respect to the amendments to our 1991 Stock
Incentive Plan:



|Votes For   | Votes Against | Abstain  
|----------- | ------------- | ---------
|455,931,805 | 161,698,831   | 3,485,511





At
the Annual Meeting, the shareowners also approved an amendment to our
Nonemployee Directors Stock Option Plan to: 
(a) extend the termination date of the plan from February 26, 2001 to
February 26, 2006; and (b) increase the total number of authorized shares of
our common stock available for grant under the plan by 500,000 shares.  The following table shows the vote totals
with respect to the amendments to our Nonemployee Director Stock Option Plan:



|Votes For   | Votes Against | Abstain  
|----------- | ------------- | ---------
|577,651,650 | 39,850,052    | 3,575,244





No
other matters were considered in connection with our Annual Meeting.

ITEM 5.      OTHER INFORMATION

None.

ITEM 6.      EXHIBITS AND REPORTS ON
FORM 8–K

| | a.      Exhibits
| | ----------------
| |                 
| |                 
| |                 
| |                 
| |                 
| |                 
| |                 



| |                             | 4-h  | Articles of Amendment to Restated Articles of
  Incorporation of ADC Telecommunications, Inc., dated June 30, 2000. 
  (Incorporated by reference to Exhibit 4-g to ADC’s Quarterly Report on Form
  10-Q for the quarter ended July 31, 2000.)
| | --------------------------- | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                             | 10-a | ADC Telecommunications, Inc. Global Stock Incentive
  Plan (as amended and restated through February 27, 2001).                                                                                                                                
| |                             | 10-b | ADC Telecommunications, Inc. Nonemployee Director
  Stock Option Plan (as amended and restated through February 27, 2001).                                                                                                                     
| |                             | 10-c | ADC Telecommunications, Inc. 401(k) Excess Plan
  (2001 Restatement) (as amended and restated effective January 1, 2001).                                                                                                                      
| |                             | 10-d | Employment Agreement between ADC Telecommunications,
  Inc. and Richard R. Roscitt, dated January 28, 2001.                                                                                                                                    
| |                             | 10-e | Separation Agreement between ADC Telecommunications,
  Inc. and William J. Cadogan, dated effective November 1, 2000.                                                                                                                          
| | b.      Reports on Form 8–K
| |                             |      | Current Report on Form 8–K dated and filed
  January 19, 2001 in connection with our press release dated
  January 19, 2001 announcing that we were updating our guidance on
  financial results.                                              
| |                             |      | Current Report on Form 8–K dated and filed
  January 29, 2001 announcing the appointment of Richard R. Roscitt
  as our Chief Executive Officer and Lynn J. Davis as our President and Chief
  Operating Officer, effective February 15, 2001. 





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 15, 2001 | ADC TELECOMMUNICATIONS, INC.
|---------------------- | ----------------------------
|                       |                             
|                       | By:                         
|                       |                             
|                       |                             
|                       |                             





ADC TELECOMMUNICATIONS, INC.EXHIBIT INDEX TO FORM 10–QFOR THE QUARTER ENDED JANUARY 31, 2001



|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.)
|4-e         | 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         | Amendment No. 2 to Second Amended and Restated
  Rights Agreement dated as of November 15, 2000 among ADC
  Telecommunications, Inc., Wells Fargo Bank Minnesota, N.A. (formerly Norwest
  Bank Minnesota, N.A.) and Computershare Investment Services, LLC. 
  (Incorporated by reference to Exhibit 4.8 to ADC’s Registration Statement on
  Form S-8 dated February 28, 2001.)                                                                                
|4-g         | 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.)                                                                                                                                                                                                                          



|4-h  | Articles of Amendment to Restated Articles of
  Incorporation of ADC Telecommunications, Inc., dated June 30, 2000. 
  (Incorporated by reference to Exhibit 4-g to ADC’s Quarterly Report on Form
  10-Q for the quarter ended July 31, 2000.)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10-a | ADC Telecommunications, Inc. Global Stock Incentive
  Plan (as amended and restated through February 27, 2001).                                                                                                                                
|10-b | ADC Telecommunications, Inc. Nonemployee Director
  Stock Option Plan (as amended and restated through February 27, 2001).                                                                                                                     
|10-c | ADC Telecommunications, Inc. 401(k) Excess Plan
  (2001 Restatement) (as amended and restated effective January 1, 2001).                                                                                                                      
|10-d | Employment Agreement between ADC Telecommunications,
  Inc. and Richard R. Roscitt, dated January 28, 2001.                                                                                                                                    
|10-e | Separation Agreement between ADC Telecommunications,
  Inc. and William J. Cadogan, dated effective November 1, 2000.