<PAGE>

                          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, 1998

                                         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            (I.R.S. Employer Identification No.)
of incorporation or organization)

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

                                  (612) 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:  134,268,672 shares as of March 9, 1998

<PAGE>



                           PART I. FINANCIAL INFORMATION
                            ITEM 1. FINANCIAL STATEMENTS

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

                                   (IN THOUSANDS)


                                        ASSETS
<TABLE>
<CAPTION>

                                                            JANUARY 31,                   OCTOBER 31,
                                                               1998                          1997
                                                            -----------                   -----------

<S>                                                         <C>                           <C>
CURRENT ASSETS:
                          
     Cash and cash equivalents                               $  97,310                    $  109,794
     Accounts receivable                                       231,976                       246,241
     Inventories                                               181,367                       168,379
     Prepaid income taxes and other assets                      28,956                        25,053
                                                             ---------                    ----------
          Total current assets                                 539,609                       549,467

PROPERTY AND EQUIPMENT, net                                    225,707                       215,677

OTHER ASSETS, principally goodwill                             183,213                       171,159
                                                             ---------                    ----------

                                                            $  948,529                    $  936,303
                                                             ---------                    ----------
                                                             ---------                    ----------


                LIABILITIES AND STOCKHOLDERS' INVESTMENT

CURRENT LIABILITIES:
     Current maturities of long-term debt                       $  564                        $  650
     Accounts payable                                           56,770                        62,879
     Accrued liabilities                                       111,047                       118,870
                                                             ---------                    ----------
          Total current liabilities                            168,381                       182,399


LONG TERM DEBT, less current maturities                          2,552                         3,109
                                                             ---------                    ----------
          Total liabilities                                    170,933                       185,508

STOCKHOLDERS' INVESTMENT
      (134,139 and 133,508 shares outstanding)                 777,596                       750,795
                                                             ---------                    ----------

                                                            $  948,529                    $  936,303
                                                             ---------                    ----------
                                                             ---------                    ----------
</TABLE>


             See accompanying notes to consolidated financial statements.


                                          2
<PAGE>

                   ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

                      (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>


                                                                     FOR THE QUARTERS ENDED
                                                                           JANUARY 31,
                                                            ----------------------------------------
                                                               1998                          1997
                                                            ----------                    ----------
<S>                                                         <C>                           <C>
NET SALES                                                   $  286,396                    $  256,777

COST OF PRODUCT SOLD                                           152,846                       139,108
                                                            ----------                    ----------

GROSS PROFIT                                                   133,550                       117,669
                                                            ----------                    ----------

          Gross profit percentage                                46.6%                         45.8%
                                                            ----------                    ----------

EXPENSES:
     Development and product engineering                        30,938                        28,119
     Selling and administration                                 62,094                        49,444
     Goodwill amortization                                       2,538                         2,522
     Non-recurring charges                                           -                        22,700
                                                            ----------                    ----------

          Total expenses                                        95,570                       102,785
                                                            ----------                    ----------

OPERATING INCOME                                                37,980                        14,884

OTHER INCOME (EXPENSE), NET:
          Interest                                               1,444                         1,786
          Other                                                   (333)                         (427)
                                                            ----------                    ----------

INCOME BEFORE INCOME TAXES                                      39,091                        16,243

PROVISION FOR INCOME TAXES                                      13,682                         5,848
                                                            ----------                    ----------

NET INCOME                                                   $  25,409                     $  10,395
                                                            ----------                    ----------
                                                            ----------                    ----------

BASIC AND DILUTED EARNINGS PER SHARE                           $  0.19                       $  0.08
                                                            ----------                    ----------
                                                            ----------                    ----------

</TABLE>
             See accompanying notes to consolidated financial statements.


                                          3
<PAGE>

                   ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

                                   (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                     FOR THE QUARTERS ENDED
                                                                            JANUARY 31,
                                                             ---------------------------------------
                                                               1998                          1997
                                                             ---------                    ----------
<S>                                                         <C>                           <C>
OPERATING ACTIVITIES:
    Net income                                              $  25,409                     $  10,395
     Adjustments to reconcile net income to net cash from
               operating activities -
          Non-recurring charges                                      -                        22,700
          Depreciation and amortization                         15,220                        11,727
          Reduction in deferred compensation                       140                           337
          Decrease in deferred income taxes                          -                           (48)
          Other                                                  1,444                           668
          Changes in assets and liabilities
               Accounts receivable                              14,073                        (6,336)
               Inventories                                     (13,370)                       (4,643)
               Prepaid income taxes and other assets            (7,295)                          208
               Accounts payable                                 (5,764)                        1,085
               Accrued liabilities                              (6,310)                      (11,870)
                                                            ----------                    ----------
               Total cash from operating activities             23,547                        24,223
                                                            ----------                    ----------

INVESTMENT ACTIVITIES:
     Acquisitions                                              (16,000)                      (30,700)
     Property and equipment additions, net                     (24,339)                      (21,227)
     Long-term investments                                         627                        (8,099)
                                                            ----------                    ----------
               Total cash used for investment activities       (39,712)                      (60,026)
                                                            ----------                    ----------

FINANCING ACTIVITIES:
     Decrease in long term debt                                   (471)                         (473)
     Common stock issued                                         4,509                         2,414
                                                            ----------                    ----------
               Total cash from financing activities              4,038                         1,941
                                                            ----------                    ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                           (357)                           34
                                                            ----------                    ----------

DECREASE IN CASH AND CASH EQUIVALENTS                          (12,484)                      (33,828)

CASH AND CASH EQUIVALENTS, beginning of period                 109,794                       183,221
                                                            ----------                    ----------

CASH AND CASH EQUIVALENTS, end of period                     $  97,310                    $  149,393
                                                            ----------                    ----------
                                                            ----------                    ----------
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

<TABLE>
<CAPTION>

                       ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
                      SUPPLEMENTAL FINANCIAL INFORMATION - UNAUDITED

                         (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)



                                                          1ST            4TH            3RD            2ND
                                                        QUARTER        QUARTER        QUARTER        QUARTER
                                                          1998           1997           1997           1997
                                                      -----------     ----------    -----------    -----------
<S>                                                   <C>             <C>           <C>            <C>
NET SALES                                             $   286,396     $  335,162    $   293,312    $   279,199

COST OF PRODUCT SOLD                                      152,846        176,561        156,266        149,876
                                                         --------        -------        -------        -------

GROSS PROFIT                                              133,550        158,601        137,046        129,323
                                                         --------        -------        -------        -------

          Gross profit percentage                           46.6%          47.3%          46.7%          46.3%
                                                         --------        -------        -------        -------

EXPENSES:
     Development and product engineering                   30,938         34,774         29,339         30,406
     Selling and administration                            62,094         64,721         54,619         52,840
     Goodwill amortization                                  2,538          2,597          2,543          2,351
     Non-recurring charges                                      -              -              -              -
                                                         --------        -------        -------        -------
          Total expenses                                   95,570        102,092         86,501         85,597
                                                         --------        -------        -------        -------

OPERATING INCOME                                           37,980         56,509         50,545         43,726

OTHER INCOME(EXPENSE), NET:
          Interest                                          1,444          1,824          1,571          1,795
          Other                                              (333)          (797)          (934)          (425)
                                                         --------        -------        -------        -------

INCOME BEFORE INCOME TAXES                                 39,091         57,536         51,182         45,096

PROVISION FOR INCOME TAXES                                 13,682         20,712         18,425         16,235
                                                         --------        -------        -------        -------

NET INCOME                                              $  25,409      $  36,824      $  32,757      $  28,861
                                                         --------        -------        -------        -------
                                                         --------        -------        -------        -------

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING (DILUTED)                                     136,914        136,358        134,843        133,827
                                                         --------        -------        -------        -------
                                                         --------        -------        -------        -------

WEIGHTED AVERAGE COMMON SHARES 
OUTSTANDING (BASIC)                                       133,719        133,405        131,820        131,009
                                                         --------        -------        -------        -------
                                                         --------        -------        -------        -------

EARNINGS PER SHARE (DILUTED)                              $  0.19        $  0.27        $  0.24        $  0.22
                                                         --------        -------        -------        -------
                                                         --------        -------        -------        -------

EARNINGS PER SHARE (BASIC)                                $  0.19        $  0.28        $  0.25        $  0.22
                                                         --------        -------        -------        -------
                                                         --------        -------        -------        -------
</TABLE>

             See accompanying notes to consolidated financial statements.


                                          5
<PAGE>

                    ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

Note 1    ACCOUNTING POLICIES:  The 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 three months ended
          January 31, 1998, are not necessarily indicative of the operating
          results to be expected for the full fiscal year.  These statements
          should be read in conjunction with the Company's most recent Annual
          Report on Form 10-K.

Note 2    INVENTORIES:  Inventories include material, labor and overhead and are
          stated at the lower of first-in, first-out cost or market.
          Inventories at January 31, 1998, and October 31, 1997, consisted of
          (in thousands):
<TABLE>
<CAPTION>

                              January 31, 1998        October 31, 1997
                              ----------------        ----------------
<S>                           <C>                     <C>
Purchased materials and
    manufactured products     $        167,615        $        154,403
Work-in-process                         13,752                  13,976
                              ----------------        ----------------
                              $        181,367        $        168,379
                              ----------------        ----------------
                              ----------------        ----------------

</TABLE>
Note 3    NON-RECURRING CHARGES:  The non-recurring charges of $22.7 during the
          quarter ended January 31, 1997 primarily represent the write-off of
          purchased research and development resulting from the acquisition of
          the Wireless Infrastructure Group of Pacific Communication Sciences,
          Inc., as well as expenses related to the consolidation of the
          Company's West Coast operations.

Note 4    ACQUISITIONS:  During the first quarter of 1998, the Company acquired
          substantially all of the assets and liabilities of W.E. Tech, Inc. for
          $16 million in cash.  W. E. Tech, Inc., located in Fort Lauderdale,
          Florida, is a provider of systems integration services.  The
          acquisition was accounted for as a purchase, and resulted in the
          recognition of goodwill of approximately $14.5 million.  The inclusion
          of W.E. Tech, Inc. operating results for periods prior to the
          acquisition would not have materially affected results of operations.


                                          6
<PAGE>


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 quarters ended
          January 31, 1998 and 1997.


<TABLE>
<CAPTION>

                                                          Quarters Ended January 31,
                                                         ----------------------------
          (IN THOUSANDS EXCEPT EARNINGS PER SHARE)         1998                1997
                                                         --------            --------
          <S>                                            <C>                 <C>
          Net income                                      $25,409             $10,395
          Earnings per common share (basic)                 $0.19               $0.08
          Earnings per common share (diluted)               $0.19               $0.08
          Weighted average common shares
               outstanding (basic)                        133,719             130,445
          Effect of dilutive securities - stock
                options                                     3,195               3,285
          Weighted average common shares
                outstanding (diluted)                     136,914             133,730

</TABLE>


                                       7
<PAGE>
                  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS


OVERVIEW

     ADC Telecommunications, Inc (the "Company" or "ADC") offers a broad range
of products and services that enable its customers to construct and upgrade
their telecommunications networks to support increasing user demand for voice,
data and video services.  Telephone companies, cable television operators,
wireless network providers and other public network providers are building the
infrastructure required to offer internet access, higher speed data, video and
telephony services, entertainment and other interactive services to residential
and business customers.  Greater and greater amounts of network bandwidth are
required for these services, and the Company's development efforts and product
offerings are focused on "unlocking the capacity of the local loop" by
eliminating bottlenecks and increasing the speed and efficiency of the network.
The local loop is the portion of the public network from the central office
through the equipment that connects the local central office to the subscriber's
equipment, onto the customer premise and across the enterprise or residential
network.  The Company's product offerings include equipment, services and
integrated solutions within the following general functional product groups:
transmission, enterprise networking and broadband connectivity.  The Company's
transmission products are designed for use in copper based, coax based, fiber
based or wireless transmission networks and are sold primarily to public network
providers worldwide.  The Company's enterprise networking products are designed
for use in copper based , fiber optic and wireless networks and are sold
primarily to private voice, data and video network providers around the world.
The Company's broadband connectivity products are designed for use in copper
based, coax, fiber optic or wireless transmission networks and are sold to both
public and private global network providers.

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


                                          8
<PAGE>

     The Company's operating results may fluctuate significantly from quarter to
quarter due to several factors.  The Company is growing through acquisition and
expansion, and results of operations described in this report may not be
indicative of results to be achieved in future periods.  The Company's expense
levels are based in part on 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 do not meet expectations,
operating results will be adversely affected.  In addition, the Company's
results of operations are subject to seasonal factors.  The Company historically
has experienced a stronger demand for its products in the fourth fiscal quarter,
primarily as a result of customer budget cycles and Company year-end incentives,
and has experienced a weaker demand for its products in the first fiscal
quarter, primarily as a result of the number of holidays in late November,
December and early January and a general industry slowdown during that period.
There can be no assurance that these historical seasonal trends will continue in
the future.  In addition to seasonality, the Company's recent operating results
have been adversely affected by unstable conditions in Asian markets as well as
the spending patterns of certain telecommunications service providers as they
reevaluate their equipment needs in light of industry consolidation.

YEAR 2000 MATTERS

     The Company is currently evaluating the potential impact of the situation
commonly referred to as the "Year 2000 Issue," which involves the inability of
certain software and systems to properly recognize and process date information
relating to the Year 2000.  In this regard, the Company has assigned a team to
evaluate the nature and extent of the work required to make its systems,
products and infrastructure Year 2000 compliant.  The Company's product
development processes currently contain steps to include Year 2000 compliance
verification for all current and future products.  ADC continues to evaluate the
estimated costs associated with its efforts to ensure that its existing systems,
products and infrastructure are Year 2000 compliant.  While these on-going
efforts will involve additional costs, ADC believes, based on available
information, that it is and will continue to effectively manage its total Year
2000 transition without any material adverse effect on its business, results of
operations or financial condition.


                                          9
<PAGE>

RESULTS OF OPERATIONS

     The percentage relationships to net sales of certain income and expense
items for the quarters ended January 31, 1998 and 1997 and the percentage
changes in these income and expense items between periods are contained in the
following table:

<TABLE>
<CAPTION>

                                                                                     PERCENTAGE
                                                                                      INCREASE
                                                       PERCENTAGE OF NET SALES       (DECREASE)
                                                       FOR THE QUARTERS ENDED          BETWEEN
                                                            JANUARY 31                 PERIODS
                                                  -------------------------------    -----------
                                                    1998                1997
                                                  --------            --------
<S>                                               <C>                 <C>            <C>
NET SALES                                         100.0%                100.0%           11.5%
COST OF PRODUCT SOLD                              (53.4)                (54.2)            9.9
                                                  ------                ------
GROSS PROFIT                                       46.6                  45.8            13.5
EXPENSES:
     Development and product engineering          (10.7)                (10.9)           10.0
     Selling and administration                   (21.7)                (19.3)           25.6
     Goodwill amortization                         (0.9)                 (1.0)            0.6
     Non-recurring charges                            -                  (8.8)         (100.0)
                                                  ------                ------
OPERATING INCOME                                   13.3                   5.8           155.2
OTHER INCOME (EXPENSE), NET:
     Interest                                       0.5                   0.7           (19.1)
     Other                                         (0.1)                 (0.2)           22.0
                                                  ------                ------
INCOME BEFORE INCOME TAXES                         13.7                   6.3           140.7
PROVISION FOR INCOME TAXES                         (4.8)                 (2.3)          134.0
                                                  ------                ------
NET INCOME                                          8.9%                  4.0%          144.4
                                                  ------                ------
                                                  ------                ------
</TABLE>

     NET SALES:  The following table sets forth the Company's net sales for the
quarters ended January 31, 1998 and 1997 for each of the Company's functional
product groups described above:

<TABLE>
<CAPTION>
                                                                QUARTER ENDED JANUARY 31, ($  IN THOUSANDS)
                                                        -----------------------------------------------------------
                                                                    1998                               1997
                                                        ------------------------           ------------------------
PRODUCT GROUP                                           NET SALES         %                NET SALES          %
-------------                                           ---------     ----------           ---------      ---------
<S>                                                     <C>          <C>                  <C>             <C>
TRANSMISSION                                             $135,763           47.4%           $105,312           41.0%
ENTERPRISE NETWORKING                                      32,196           11.2              39,828           15.5
BROADBAND CONNECTIVITY                                    118,437           41.4             111,637           43.5
                                                        ---------     ----------           ---------      ---------

     TOTAL                                               $286,396          100.0%           $256,777          100.0%
                                                        ---------     ----------           ---------      ---------
                                                        ---------     ----------           ---------      ---------

</TABLE>

     Net sales for the quarter ended January 31, 1998 were $286.4 million, a
$29.6 million or 11.5 % increase over the comparable 1997 quarter.  This net
increase is the result of  increases in net sales for the transmission product
group plus revenue contributions from companies acquired since January 31, 1997.
Such revenue contributions from acquired companies totaled $14.4 million for the
quarter ended January 31, 1998.  The Company believes that its first quarter
sales were adversely impacted by the seasonal buying patterns of its customers
and unstable conditions in Asian markets as discussed above.

                                          10

<PAGE>

     During the quarter ended January 31, 1998, net sales of transmission
products increased 28.9% over the comparable 1997 quarter.  The increase
predominately reflected strong growth from the core transmission business
through increased sales of transmission systems to public telecommunications
network providers.

     Net sales of broadband connectivity products represent 41.4% of total
revenues and increased 6.1% during the quarter ended January 31, 1998.  The
slower growth in this product group is attributable in part to declines in sales
of wireless infrastructure equipment by the Company's Solitra subsidiary.  The
Company believes that a portion of the decline in sales of wireless
infrastructure equipment is attributable to conditions in the Asian markets.  In
addition, the Company believes that the consolidation of certain
telecommunications service providers adversely affected product orders during
the first quarter.  The Company expects that future sales of broadband
connectivity products will continue to account for a substantial portion of the
Company's revenues, although these products may decline as a percentage of total
net sales primarily due to the ongoing evolution of technologies in the
telecommunications marketplace.

     The 19.2% decrease in net sales of enterprise networking group products
reflected reduced sales of Channel Service Units/Data Service Units (CSU/DSU)
products and ATM access concentrators due in part to strong competition in this
market.

     GROSS PROFIT:  The gross profit percentage for first quarter 1998, 46.6% of
net sales, was a slight improvement over the 45.8% gross profit percentage for
first quarter 1997 primarily due to a product sales mix that was weighted toward
sales of higher margin products.  Future gross profit percentages will continue
to be affected by the mix of products the Company sells, the timing of new
product introductions and manufacturing volume, among other factors.

     OPERATING EXPENSES:  Total operating expenses for the quarters ended
January 31, 1998 and 1997 were $95.6 million and $102.8 million (including
non-recurring charges of $22.7 million in the first quarter of 1997),
respectively.  The 1997 non-recurring charges primarily represent the write-off
of purchased research and development resulting from the acquisition of the
Wireless Infrastructure Group from Pacific Communication Sciences, Inc., as well
as expenses related to the consolidation and streamlining of the Company's West
Coast operations.  Operating expenses before non-recurring charges for the
quarters ended January 31, 1998 and 1997 were $95.6 million and $80.1 million,
representing 33.4% and 31.2% of net sales, respectively.  The increase in
absolute dollars of operating expenses before non-recurring charges was due
primarily to costs associated with acquired companies and expanded operations
necessary to support higher revenue levels during the quarter ended January 31,
1998.

     Development and product engineering expenses were $30.9 million for the
quarter ended January 31, 1998, representing a 10.0% increase over the quarter
ended January 31, 1997.  The increase reflects substantial product development
and introduction efforts in each of the Company's three functional product
groups.  The Company believes that, given the rapidly changing technology and
competitive environment in the telecommunications equipment industry, continued
commitment to product development efforts will be required for the


                                          11
<PAGE>

Company to remain competitive.  Accordingly, the Company intends to continue to
allocate substantial resources to product development for each of its three
functional product groups.  However, the Company recognizes the need to balance
the cost of product development with expense control and remains committed to
carefully managing the rate of increase of such expenses.

     Selling and administration expenses were $62.1 million for the quarter
ended January 31, 1998, representing a 25.6% increase over the quarter ended
January 31, 1997.  The increase reflects selling activities associated with new
product introductions and additional personnel costs related to expanded
operations and acquisitions.

     Because first quarter 1998 revenues were below the Company's planned
revenue levels for that quarter, the Company is taking steps to reduce its
planned expense levels as management monitors the results of operations during
the remainder of the fiscal year.  However, if revenue levels during the
remainder of the 1998 fiscal year do not meet management's expectations,
operating results for that period will be adversely affected.

     OTHER INCOME (EXPENSE), NET:  For the quarters ended January 31, 1998 and
1997, 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 represented the gain or loss on the sale of fixed
assets and the Company's share of net operating results of its investments in
other companies accounted for on an equity basis.

     INCOME TAXES:  The effective income tax rate was 35.0% and 36.0% for the
quarters ended January 31, 1998 and 1997, respectively.  In addition to the
non-deductible goodwill amortization included in operating expenses each
quarter, the rates reflect the beneficial impact of tax credits.

     NET INCOME:  Net income was $25.4 million (or $.19 per share) for the
quarter ended January 31, 1998, an increase of 144.4% over $10.4 million (or
$0.08 per share) for the quarter ended January 31, 1997.  Before the
non-recurring charges of $22.7 million, net income for the quarter ended January
31, 1997 was $24.9 million (or $.19 per share).

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents, primarily short-term investments in 
commercial paper with maturities of less than 90 days, decreased $12.5 
million and $33.8 million during the quarters ended January 31, 1998 and 
1997, respectively.  The major elements of the 1998 decrease were cash 
provided by operations of $23.5 million offset by cash used in the 
acquisition of W.E. Tech, Inc. ($16 million) and the purchase of property and 
equipment ($24.3 million).  The major elements of the 1997 decrease were cash 
provided by operations of $24.2 million, offset by cash used in acquisitions 
of $30.7 million, property and equipment additions of $21.2 million and 
long-term investments of $8.1 million.

                                          12
<PAGE>

     At January 31, 1998 and October 31, 1997, the Company had approximately
$3.1 million and $3.8 million of debt outstanding, respectively.  This entire
amount represents debt of acquired companies.

     Management believes that current cash balances and cash generated from
operating activities will be adequate to fund working capital requirements and
capital expenditures during the remainder of the fiscal year.  However, the
Company may find it necessary to seek additional sources of financing to support
its capital needs, for additional working capital, potential investments or
acquisitions, or otherwise.

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 the Company's expectations or beliefs concerning future
events, including the following:  any statements regarding future sales and
gross profit percentages, any statements regarding the continuation of
historical trends, and any statements regarding the sufficiency of the Company's
cash balances and cash generated from operating and financing activities for the
Company's future liquidity and capital resource needs.  The Company cautions
that any forward-looking statements made by the Company in this Form 10-Q or in
other announcements made by the Company are further qualified by important
factors that could cause actual results to differ materially from those in the
forward-looking statements, including, without limitations, the factors set
forth on Exhibit 99-a to the Company's Report on Form 10-K for the year ended
October 31, 1997.


                                          13
<PAGE>

                             PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
          None.

ITEM 2.   CHANGES IN SECURITIES
          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
          None.

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

          a.   An annual meeting of shareholders was held on February 24, 1998.

          b.   Proxies for the 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.

          c-1. The following table shows the vote totals with respect to the
               election of the four directors:

          For terms expiring in 2001

<TABLE>
<CAPTION>

                                   VOTES                    AUTHORITY
          NAME                      FOR                     WITHHELD
          -----------------------------------------------------------
          <S>                      <C>                      <C>
          Thomas E. Holloran       115,615,451              4,874,967
          Charles W. Oswald        115,652,657              4,837,761
          Alan E. Ross             115,675,369              4,815,049
          Warde F. Wheaton         115,637,248              4,853,170

</TABLE>
ITEM 5.   OTHER INFORMATION
     None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
     a.   Exhibits


                                          14
<PAGE>

     4-a  Form of certificate for shares of Common Stock of ADC
          Telecommunications, Inc. (Incorporated by reference to Exhibit 4-a to
          the Company's Form 10-Q for the quarter ended January 31, 1996.)

     4-b  Restated Articles of Incorporation of ADC Telecommunications, Inc., as
          amended. (Incorporated by reference to Exhibit 4.1 to the Company's
          Registration Statement on Form S-3 dated April 15, 1997.)

     4-c  Restated Bylaws of ADC Telecommunications, Inc., as amended.
          (Incorporated by reference to Exhibit 4.2 to the Company's
          Registration Statement on Form S-3 dated April 15, 1997.)

     4-d  Second Amended and Restated Rights Agreement, amended and restated as
          of November 28, 1995, between ADC Telecommunications, Inc. and Norwest
          Bank Minnesota, N.A. (amending and restating the Rights Agreement
          dated as of September 23, 1986, as amended and restated as of August
          16, 1989), which includes as Exhibit A thereto the form of Right
          Certificate. (Incorporated by reference to Exhibit 4 to the Company's
          Form 8-K dated December 11, 1995.)

     10-a Addendum dated February 24, 1998 to ADC Telecommunications, Inc. 1991
          Stock Incentive Plan.

     27-a Financial Data Schedule.

     b.   Reports on Form 8-K

          Current Report on Form 8-K dated January 23, 1998 filed on January 26,
          1998 in connection with the Company's press release dated January 23,
          1998 announcing information on first quarter results.

          Current Report on Form 8-K dated February 18, 1998 filed on February
          19, 1998 in connection with the Company's press release dated February
          18, 1998 announcing final results for the first fiscal quarter.


                                          15
<PAGE>

                                     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 11, 1998             ADC TELECOMMUNICATIONS, INC.



                                   By:    /s/  Robert E. Switz
                                        ---------------------------------------
                                        Robert E. Switz
                                        Senior Vice President, Chief Financial
                                        Officer (Principal Financial Officer,
                                        Duly Authorized Officer)


                                          16
<PAGE>

                            ADC TELECOMMUNICATIONS, INC.
                             EXHIBIT INDEX TO FORM 10-Q
                       FOR THE QUARTER ENDED JANUARY 31, 1998
<TABLE>
<CAPTION>

     Exhibit No.                     Description
     -----------                     -----------
     <S>            <C>
          4-a       Form of certificate for shares of Common Stock of ADC
                    Telecommunications, Inc. (Incorporated by reference to
                    Exhibit 4-a to the Company's Form 10-Q for the quarter ended
                    January 31, 1996.)

          4-b       Restated Articles of Incorporation of ADC
                    Telecommunications, Inc., as amended. (Incorporated by
                    reference to Exhibit 4.1 to the Company's Registration
                    Statement on Form S-3 dated April 15, 1997.)

          4-c       Restated Bylaws of ADC Telecommunications, Inc., as amended.
                    (Incorporated by reference to Exhibit 4.2 to the Company's
                    Registration Statement on Form S-3 dated April 15, 1997.)

          4-d       Second Amended and Restated Rights Agreement, amended and
                    restated as of November 28, 1995, between ADC
                    Telecommunications, Inc. and Norwest Bank Minnesota, N.A.
                    (amending and restating the Rights Agreement dated as of
                    September 23, 1986, as amended and restated as of August 16,
                    1989), which includes as Exhibit A thereto the form of Right
                    Certificate. (Incorporated by reference to Exhibit 4 to the
                    Company's Form 8-K dated December 11, 1995.)

          10-a      Addendum dated February 24, 1998 to ADC
                    Telecommunications,Inc. 1991 Stock Incentive Plan..........

          27-a      Financial Data Schedule....................................
</TABLE>

                                          17