ADTRAN INC
10-Q, 1999-05-14
TELEPHONE & TELEGRAPH APPARATUS
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               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549
                           FORM 10-Q

      [X] Quarterly Report Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934
         For the Quarterly Period Ended March 31, 1999

                               OR

     [  ] Transition Report Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934
        For the Transition Period from ______ to ______

                 Commission File Number 0-24612

                          ADTRAN, INC.
     (Exact name of Registrant as specified in its charter)

     Delaware                                               63-0918200
  (State of Incorporation)                             (I.R.S. Employer
                                                       Identification No.)

     901 Explorer Boulevard, Huntsville, Alabama 35806-2807
  (Address of principal executive offices, including zip code)

                         (256) 963-8000
      (Registrant's telephone number, including area code)

                        _______________

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 twelve  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

Indicate  the number of shares outstanding of each of the  issuer's
classes of Common Stock as of the latest practicable date:

Class                                   Outstanding at April 30, 1999
Common Stock, $.01 Par Value                 39,412,479 shares







                          Page 1 of 15
<PAGE>


                          ADTRAN, INC.

                 Quarterly Report on Form 10-Q
             For the  Quarter Ended March 31, 1999

                       Table of Contents
                                                           
Item                                                       Page
Number            PART I.  FINANCIAL INFORMATION           Number
                                                           
1       Financial Statements (unaudited):                     
                                                           
        Condensed  Balance Sheets as of   March  31,  1999    
        and December 31, 1998 (audited)                      3
        
                                                              
        Condensed  Statements  of  Income  for  the  three    
        months ended March 31, 1999 and 1998                 4          
                                                              
        Condensed Statements of Cash Flows for the three      
        months ended March 31, 1999 and 1998                 5
                                                              
        Notes to Condensed Financial Statements              6
                                                              
2       Management's Discussion and Analysis of  Financial    
        Condition and Results of Operations                  9             
                                                              
                   PART II.  OTHER INFORMATION                
                                                              
6       Exhibits and Reports on Form 8-K                     14
                                                              
                            SIGNATURE                        15
                                                              
                                                              
                                                           
<PAGE>
                                                          
<TABLE>
                                                           
                    PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                             ADTRAN, INC.
                       CONDENSED BALANCE SHEETS
                                                       
                               ASSETS                  
                                                March 31,         December 31,
                                                  1999                1998
<S>                                           <C>                <C>     
Current assets:                                                  
     Cash and cash equivalents                $36,574,151        $ 10,009,320
     Short-term investments                    28,547,550          40,795,068
       Accounts receivable, less                            
       allowance for doubtful accounts                                                  
       of $862,002 and $958,805 in                              
       1999 and 1998, respectively             48,643,334          46,588,319
     Other receivables                            912,783             697,074
     Inventory                                 55,149,436          65,700,576
     Prepaid expenses                           1,826,747           1,354,366
     Deferred income taxes                      2,416,686           2,416,685
                                              -------------------------------
               Total current assets           174,070,687         167,561,408
                                                                
Property, plant and equipment,less                            
       accumulated depreciation of                                                    
       $32,527,83 and $29,902,941 in                     
       1999 and 1998, respectively             85,872,913          78,894,317
     
Other assets                                      220,000             220,000
Long-term investments                          55,728,963          55,035,000
                                             --------------------------------
                                             $315,892,563        $301,710,725
                                             ================================   
                                                                 
                LIABILITIES AND STOCKHOLDERS' EQUITY             
Current liabilities:                                             
     Accounts payable                         $10,301,202         $10,980,097
     Accrued salaries                           2,956,443           1,828,462
     Accrued income taxes                       5,800,876           1,060,795
     Accrued taxes other than
         income taxes                             304,861             252,548
     Warranty liability                         1,519,945           1,519,945
     Compensated absences                       1,523,974           1,384,802
                                             --------------------------------
          Total current liabilities            22,407,301          17,026,649
Long term liabilities:                                          
     Bonds payable                             50,000,000          50,000,000
     Deferred income taxes                      3,295,140           3,295,140
                                              -------------------------------
          Total liabilities                    75,702,441          70,321,789
                                              -------------------------------                       
Stockholders' equity:                                                
      Common stock, par value $.01                            
          per share 200,000,000 shares                                                   
          authorized: 39,430,279 and      
          39,423,479 shares issued in
          1999 and 1998, respectively             394,303              394,235
     Additional paid-in capital                90,649,817           90,640,451
     Retained earnings                        172,680,799          163,570,297
        Less treasury stock at cost:                             
        1,120,081 and 1,100,081 shares                                   
        in 1999 and 1998, respectively        (23,534,797)         (23,216,047)
                                             ----------------------------------
     Total stockholders' equity               240,190,122          231,388,936
                                             ---------------------------------
                                             $315,892,563         $301,710,725
                                             =================================
</TABLE>
        See notes to condensed financial statements                            
<PAGE>
                                               
                                        
                                                
<TABLE>
                               
                                                     
                                ADTRAN, INC.
                      CONDENSED STATEMENTS OF INCOME
                                Audited

                                                          Three Months    
                                                             Ended
                                                           March 31,       
                                                      1999             1998
<S>                                              <C>              <C>                                                    
Sales                                             $77,162,648     $65,327,234                                  
Cost of sales                                      37,668,543      29,408,537
                                                  ---------------------------                                                      
          Gross profit                             39,494,105      35,918,697
                                             
                                                             
Selling, general and administrative expenses       16,594,352      13,257,590
Research and development expenses                   9,673,687       8,378,356
                                                  ---------------------------            
          Income from operations                   13,226,066      14,282,751
                                                                                                          
Interest expense                                     (570,000)       (534,428)
Other income, net                                   1,043,938       1,354,961
                                                 ----------------------------            
Income before income taxes                         13,700,004      15,103,284
Provision for income taxes                         (4,589,501)     (5,210,633) 
                                                 ----------------------------
          Net income                              $ 9,110,503     $ 9,892,651
                                                 ============================                                                
Weighted  average shares outstanding                 
assuming dilution (1)                              38,447,082      39,538,761
                                                 ============================            
Earnings  per common share  assuming           
dilution (1)........                              $       .24     $       .25
                                                 ============================   
Earnings per common  share - basic                $       .24     $       .25
                                                 ============================
</TABLE>
                                                             
                                                   
                                                   

(1) Assumes exercise of dilutive stock options calculated under the
treasury stock method.













            See notes to condensed financial statements

<PAGE>

<TABLE>

                           ADTRAN, INC.
                CONDENSED STATEMENTS OF CASH FLOWS
                             Unaudited
                                                    Three Months Ended    
                                                        March 31,
                                                     1999          1998
<S>                                              <C>           <C>   
Cash flows from operating activities:               
     Net income                                  $9,110,503     $9,892,651
     Adjustments to reconcile net income to                         
      net cash provided by operating 
      activities:
        Depreciation                              2,624,898      1,963,469
        Gain on sale of property, plant       
          and equipment                                   0           (667)
        Loss on short-term investments               37,050              0
        Change in operating assets:                           
             Accounts receivable                 (2,055,016)     3,357,074
             Inventory                           10,551,140        365,725
             Other receivables                     (215,709)      (441,851)
             Prepaid expenses                      (472,382)      (890,830)      
        Change in operating lieabilities:              
             Accounts payable                      (678,894)       473,478
             Accrued salaries                     1,127,980       (174,691)
             Accrued income taxes                 4,740,081      2,697,849
             Accrued taxes other than           
               income taxes                          52,313         70,133
             Compensated absences                   139,172        180,746
                                                 -------------------------            
      Net cash provided by operating activities  24,961,136     17,493,086                                  
                                                --------------------------            
Cash flows from investing activities:                         
      Expenditures for property, plant      
         and equipment                           (9,603,494)    (3,832,319)
      Proceeds from the disposition of                       
         property, plant and                              0         10,000
        equipment
      Redemption (Purchase) of short-term            
        investments                              12,210,468    (25,590,483) 
      Purchase of long-term investments            (693,963)    (5,035,000)
                                                ---------------------------
      Net cash provided by (used in)         
        investing activitie                       1,913,011    (34,447,802)
                                                ----------------------------             
Cash flows from financing activities:                         
      Proceeds from issuance of common stock          9,434         22,091
      Purchase of treasury stock                   (318,750)             0
                                                --------------------------             
      Net cash (used in) provided by               
        financing activities                       (309,316)        22,091
                                                --------------------------         
                                                             
                                                               
      Net increase (decrease) in cash             26,564,831   (16,932,625)
        and cash equivalents                          
                                                            
Cash and cash equivalents, beginning              10,009,320    45,340,961
   of period                                     -------------------------
Cash and cash equivalents, end of period         $36,574,151   $28,408,336
                                                 =========================
</TABLE>









                See notes to condensed financial statements.               
                                                                               
<PAGE>
                                                        
                                                      
                                                               
                                                              
                  
                          ADTRAN, INC.
            NOTES TO CONDENSED FINANCIAL STATEMENTS
                          (Unaudited)



1. BASIS OF PRESENTATION

     The interim  condensed  balance sheet of ADTRAN,  Inc.  (the  "Company") at
December 31, 1998 has been derived from audited financial  statements,  but does
not  include  all  disclosures   required  by  generally   accepted   accounting
principles.  The accompanying  unaudited condensed  financial  statements of the
Company have been prepared  pursuant to the rules and  regulations for reporting
on Form 10-Q.  Accordingly,  certain information and notes required by generally
accepted  accounting  principles  for  complete  financial  statements  are  not
included herein. In the opinion of management,  all adjustments  necessary for a
fair  presentation  of these interim  statements have been included and are of a
normal and recurring nature.  Operating results for the three months ended March
31, 1999 are not  necessarily  indicative of the results that may be expected to
occur for the year ending  December 31, 1999. The interim  statements  should be
read in conjunction with the financial  statements and notes thereto included in
the Company's latest Annual Report on Form 1


2. INVENTORY

     At March  31,  1999 and  December  31,  1998,  inventory  consisted  of the
following:
                                        March 31,            December 31,
                                          1999                  1998
                                                     
Raw materials                         $30,201,434            $39,787,631
Work in progress                       10,391,538              7,935,771    
Finished goods                         14,556,464             17,977,174
                                      -----------            -----------
                                      $55,149,436            $65,700,576
                                               



3.   RECENT ACCOUNTING DEVELOPMENTS

     In June 1998,  the FASB  issued  SFAS No. 133,  Accounting  for  Derivative
Instruments and Hedging Activities.  SFAS No. 133 requires all derivatives to be
measured at fair value and  recognized  as either assets or  liabilities  on the
balance  sheet.  Changes  in such  fair  value  are  required  to be  recognized
immediately  in net income to the extent the  derivatives  are not  effective as
hedges. SFAS No. 133 is effective for fiscal years beginning after June 15, 1999
and is  effective  for interim  periods in the  initial  year of  adoption.  The
Company does not currently hold any derivative financial instruments.


<PAGE>



4.    EARNINGS PER SHARE

     A summary of the  calculation  of basic and diluted  earnings per share for
the three months ended March 31, 1999 and 1998 is as follows:
<TABLE>

                                          For the Three Months Ended     
                                                March 31, 1999
<S>                                    <C>           <C>            <C>    
                                               
                                           Income       Shares       Per-Share
                                        (Numerator)  (Denominator)     Amount
                                        
                                                       
BASIC EPS                                                        
Income available to common                   
stockholders                             $9,110,503    38,326,332      $0.24
                                                           
EFFECT OF DILUTIVE SECURITIES
Stock Options                                             120,750       
                                                           
DILUTED EPS
Income available to common                                 
conversions + assumed
conversions                               $9,110,503   38,447,082      $0.24



                                         For the Three Months Ended     
                                                March 31, 1998
                                               
                                         Income       Shares       Per-Share
                                       (Numerator)  (Denominator)     Amount
                                                       
BASIC EPS                                                        
Income available to common    
stockholders                            $9,892,651    39,301,337      $.25
                                                           
EFFECT OF DILUTIVE SECURITIES                                        
Stock Options                                            237,424       
                                                           
DILUTED EPS                                                
Income available to common                                 
stockholders + assumed               
conversions                             $9,892,651    39,538,761      $.25
</TABLE>

<PAGE>


5.   SEGMENT INFORMATION

     The Company  operates  two  reportable  segments - (1) the Carrier  Network
Division  (formerly  Telco) and (2) the Enterprise  Network  Division  (formerly
CPE).  The Company  evaluates  the  performance  of its segments  based on gross
profit;  therefore,  selling,  general  and  administrative  costs,  as  well as
research and development,  interest income/expense,  and the provision for taxes
are reported on an entity wide basis only. There are no intersegment revenues.

     The table below  presents  information  about the reported  sales and gross
profit of the Company for the three months ended March 31, 1999 and 1998.  Asset
information  by reportable  segment is not reported,  since the Company does not
produce such information internally.
                                    
                                     First Quarter              First Quarter  
                                          1999                      1998
                                      
                                    Sales    Gross             Sales    Gross 
                                             Profit                     Profit
     (in thousands)                                                     
     Carrier Network                $47,652  $24,407         $40,696   $22,378 
     Enterprise Network              29,511   15,087          24,631    13,541
                                   -------------------------------------------
    Total                           $77,163  $39,494         $65,327   $35,919



     The following  table presents sales  information by geographic area for the
quarters ended March 31:

 Sales (in thousands)                      First            First        
                                          Quarter          Quarter
                                           1999              1998
                                           
                                                                    
 United States                           $74,656          $60,954           
 Foreign                                   2,507            4,373              
                                         -------------------------
                                         $77,163          $65,327             
<PAGE>

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

Overview

     ADTRAN, Inc. (the "Company") designs, develops,  manufactures,  markets and
services a broad range of high speed digital  transmission  products utilized by
telephone  companies  ("Telcos") and corporate  end-users to implement  advanced
digital data services over existing  telephone  networks.  The Company currently
sells its  products to Telcos  (including  all of the  Regional  Bell  Operating
Companies),  what is now  referred  to by the  Company  as the  Carrier  Network
Division, and to private  end-users in the Enterprise Network Division (formerly
known as the Customer Premises Equipment or CPE market).

     The Company's  sales have increased each year due primarily to increases in
the number of units sold to both new and existing customers.  These annual sales
increases  reflect the Company's  strategy of increasing  unit volume and market
share through the  introduction  of succeeding  generations  of products  having
lower  selling  prices and  increased  functionality  as  compared  to the prior
generation of a product and to the products of competitors. An important part of
the Company's  strategy is to engineer the reduction of the product cost of each
succeeding product generation and then to lower the product's price based on the
cost savings  achieved.  As a part of this  strategy,  the Company seeks in most
instances  to be a low-cost,  high-quality  provider of products in its markets.
The Company's success to date is attributable in large measure to its ability to
initially  design  its  products  with a view  to  their  subsequent  re-design,
allowing  efficient  enhancements  of the  product  in each  succeeding  product
generation. This strategy has enabled the Company to sell succeeding generations
of products to existing  customers  as well as to increase  its market  share by
selling these enhanced products to new customers.

     The Company  intends to retain all earnings for use in the  development  of
its  business  and  does  not  anticipate  paying  any  cash  dividends  in  the
foreseeable future.

     When used in this Form 10-Q, the words  "believe,"  "anticipate,"  "think,"
"intend,"   "will  be,"  and  similar   expressions   identify   forward-looking
statements. Such statements are subject to certain risks and uncertainties which
could cause actual results to differ  materially from those  projected.  Readers
are cautioned not to place undue  reliance on these  forward-looking  statements
which  speak only as of the date  hereof.  Readers  are also urged to  carefully
review and consider the various disclosures made by the Company which attempt to
advise  interested  parties of the factors which affect the Company's  business,
including the disclosures made in other periodic reports on Forms 10-K, 10-Q and
8-K filed with the Securities and Exchange Commission.


<PAGE>


RESULTS  OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1999 COMPARED
TO THREE MONTHS ENDED MARCH 31, 1998


SALES

     The Company's sales  increased  18.1% from  $65,327,234 in the three months
ended March 31, 1998 to  $77,162,648  in the three  months ended March 31, 1999.
The  increased  sales  resulted  from an  increase  in sales  volume to existing
customers and from increased market penetration. Carrier Network (formerly known
as Telco) sales  increased from  $40,696,014 in the three months ended March 31,
1998 to  $47,651,669  in the three months ended March 31, 1999.  The increase in
Carrier Network sales in the 1999 period resulted primarily from increased sales
of High  bit-rate  Digital  Subscriber  Line  ("HDSL")  products and  Integrated
Services  Digital  Network  ("ISDN")  products.   Carrier  Network  sales  as  a
percentage of total sales  decreased  from 62.3% in the three months ended March
31, 1998 to 61.8% in the three months ended March 31, 1999.  Sales of Enterprise
Network (formerly known as CPE) products increased 19.8% from $24,631,220 in the
three months ended March 31, 1998 to $29,510,979 in the three months ended March
31,  1999,  as a  result  of  increased  sales  of "T-1"  products,  (a  digital
transmission   link  with  a  capacity  of  1.544   megabits   per  second  used
predominantly  in North  America).  As a percentage  of total sales,  Enterprise
Network sales  increased  from 37.7% in the three months ended March 31, 1998 to
38.2% in the three  months  ended March 31, 1999.  The  financial  effect of the
increase in overall unit volume was offset somewhat by lower unit selling prices
for many of the Company's products.


COST OF SALES

     Cost of sales  increased  28.1% from  $29,408,537 in the three months ended
March 31, 1998 to  $37,668,543  in the three months  ended March 31,  1999,  due
primarily  to the  increased  sales mix and  volume of the more  expensive  HDSL
products.  As a percentage of sales,  cost of sales  increased  from 45.0%in the
three  months  ended March 31, 1998 to 48.8% in the three months ended March 31,
1999.  Carrier  Network cost of sales  increased  26.9% from  $18,318,666 in the
three months ended March 31, 1998 to $23,244,312 in the three months ended March
31, 1999. Carrier Network cost of sales as a percentage of Carrier Network sales
increased  from 45.0% in the three  months  ended March 31, 1998 to 48.8% in the
three months ended March 31, 1999.  Enterprise  Network cost of sales  increased
slightly  from  $11,089,871  in  the  three  months  ended  March  31,  1998  to
$14,424,231 in the three months ended March 31, 1999. Enterprise Network cost of
sales as a percentage of Enterprise  Network sales increased  from 45.0% in the
three  months  ended March 31, 1998 to 48.9% in the three months ended March 31,
1999. An important part of the Company's  strategy is to reduce the product cost
of each  succeeding  product  generation  and then to lower the product's  price
based  on  the  cost  savings  achieved.  This  strategy  sometimes  results  in
variations  in the  Company's  gross  profit  margin  due to timing  differences
between the  recognition of cost  reductions and the lowering of product selling
prices.  In view of the rapid pace of new product  introductions by the Company,
this  strategy may result in variations  in gross profit  margins that,  for any
particular financial period, can be difficult to predict.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling,   general  and   administrative   expenses  increased  25.2%  from
$13,257,590 in the three months ended March 31, 1998 to $16,594,352 in the three
months  ended March 31,  1999.  The  increase  was due to  additional  sales and
support expenditures necessary as a result of the Company's expanded sales base.
Selling,  general and administrative expenses as a percentage of sales increased
from 20.3% in the three months ended March 31, 1998 to 21.5% in the three months
ended March 31, 1999.


RESEARCH AND DEVELOPMENT EXPENSES

     Research and  development  expenses  increased 15.5% from $8,378,356 in the
three months ended March 31, 1998 to  $9,673,687 in the three months ended March
31, 1999.  The increase was due to increased  investment in product  development
and cost reduction through engineering.  As a percentage of sales,  research and
development  expenses  decreased  from 12.8% in the three months ended March 31,
1998 to 12.5% in the  three  months  ended  March 31,  1999.  The  Company  will
continue to invest in these  product  development  activities  because  they are
necessary to position the Company to accumulate market share and maintain growth
over the longer term.


INTEREST EXPENSE

     Interest  expense  increased  6.7% from  $534,428 in the three months ended
March 31,  1998 to  $570,000  in the three  months  ended  March 31,  1999.  See
"Liquidity and Capital Resources" below.


NET INCOME

     As a result  of the above  factors,  net  income  decreased  slightly  from
$9,892,651  in the three months ended March 31, 1998 to  $9,110,503 in the three
months ended March 31, 1999. As a percentage of sales, net income decreased from
15.1% in the three  months  ended  March 31,  1998 to 11.8% in the three  months
ended March 31, 1999.



LIQUIDITY AND CAPITAL RESOURCES

     The Company is continuing a project to expand its  facilities in Huntsville
in  several  phases  over  the  next  two  years  at  a  cost  of  approximately
$150,000,000,  of which  $57,428,780 had been incurred as of March 31, 1999. The
debt associated with $50,000,000 of this project was approved for  participation
in an incentive  program  offered by the Alabama  State  Industrial  Development
Authority (the "Authority")  under which the Authority issued $50,000,000 of its
taxable  revenue  bonds (the  "Amended  and  Restated  Bond"),  pursuant to such
program and loaned the proceeds  from the sale of the Amended and Restated  Bond
to the  Company.  The Company  will make  payments to the  Authority  in amounts
necessary to pay the principal of and interest on the Amended and Restated Bond,
which matures on January 1, 2020.

     The Company's working capital position increased slightly from $150,534,759
as of  December  31,  1998 to  $151,663,386  as of  March  31,  1999 due to cash
generated from operations. The Company has used, and expects to continue to use,
the cash  generated  from  operations  for  working  capital  and other  general
corporate purposes,  including (i) product development activities to enhance its
existing  products  and develop new  products  and (ii)  expansion  of sales and
marketing  activities.  Inventory  decreased 16% from December 31, 1998 to March
31, 1999. This decrease was attributable to the increased  shipments of existing
stock, planned for and built up in 1998.

     On March 31,  1997,  the  Board of  Directors  authorized  the  Company  to
re-purchase up to 1,000,000 shares of the Company's outstanding common stock. In
October 1998,  the Board  approved the  re-purchase  of an additional  2,000,000
shares.  As of March 31, 1999, the Company had re-purchased  1,120,081 shares of
its common stock at a total cost of $23,534,797.

     Capital  expenditures  totaling $23,095,854 for the year ended December 31,
1998 and  $9,603,494  in the first three  months of 1999 were used to expand the
Company's headquarters and to purchase equipment.

     At March 31, 1999, the Company's cash on hand of  $36,574,151,  short- term
investments of $28,547,550 and $10,000,000 available under a bank line of credit
placed the Company's  potential cash  availability  at  $75,121,701,  of which a
portion is being used to expand the  Company's  facilities  under the  incentive
program  described  above.  The Company's  $10,000,000 bank line of credit bears
interest  at the rate of 87.5 basis  points  over the 30 day  London  inter-bank
offered rate. The Company intends to renew its  $10,000,000  bank line of credit
upon expiration in May 2000.

     The Company  intends to finance its operations in the future with cash flow
from  operations,  amounts  available  under the bank line of  credit,  borrowed
taxable revenue bond proceeds, and possible additional public financings.  These
available  sources of funds are  expected to be  adequate to meet the  Company's
operating and capital needs for the foreseeable future.


YEAR 2000 READINESS DISCLOSURE

     The Company conducted a year 2000 program to assess and mitigate the impact
of the year 2000  issue.  The Company  believes  that all  critical  information
technology and non-information technology hardware and software systems are year
2000  compliant,  including,  but not  limited  to,  business  systems,  network
infrastructure,  manufacturing  equipment,  engineering tools, customer products
and plant facilities.

     The Company has completed the inventory and  assessment  phases of its year
2000 program.  The  Company's  operations  are not  dependent  upon older legacy
source  code or  mainframe  computers  as is often  the case with  systems  with
significant year 2000 issues. Therefore, there is little or no date-related code
remediation or conversion necessary to maintain normal business activities.  The
primary  remaining effort in the year 2000 program is to review and validate the
conclusions reached by the Company's year 2000 assessment.  The Company does not
believe that costs associated with bringing the Company's  computer systems into
full  compliance  with the year 2000 issue will result in a material  expense to
the Company.

     In July of 1998, the Company  completed the  implementation of new business
software and hardware  which the Company  believes is year 2000  compliant.  The
Company  upgraded some secondary  systems which were  identified with minor year
2000 issues.  Likewise,  testing and year 2000 simulations were performed on all
Company systems to verify date processing capabilities. As of March 31, 1999 all
critical systems have been tested and are believed to be year 2000 compliant.

     The  Company  has  also   contacted   and   assessed  its   suppliers   and
subcontractors  regarding the year 2000 issue and concluded that those suppliers
and subcontractors, which have a material relationship with the Company, are not
expected to cause significant business interruptions to occur as a result of the
year 2000 issue. The Company's assessment of suppliers has identified those most
critical to the Company's  operations and a contingency plan has been drafted to
handle issues in the future.  The Company's primary external  subcontractors are
conducting  their own  independent  internal  year 2000  programs  and are being
assisted by the Company with their year 2000 preparations where appropriate.

     The Company  believes  that its products are year 2000  compliant.  Company
engineers have confirmed product design specifications and have verified product
date processing  functionality.  Customers are provided individual  responses to
product  inquiries and the Company has posted detailed year 2000  information on
its web site.  The  Company  does not  believe  that it will  have any  material
exposure  to  contingencies  related to the year 2000 issue for  products it has
sold.

     Based on information  presently available,  the Company does not anticipate
any material impact on its financial condition or results of operations from the
effect of the year 2000 issue on its internal systems or on those systems of its
major  suppliers  and  customers.  However,  there can be no guarantee  that the
systems of other companies on which the Company relies will be timely converted,
or that a failure  to  convert  by  another  company  would not have a  material
adverse impact on the Company.  Furthermore,  despite the Company's assessments,
there can be no  guarantee  that there will not be a year 2000  problem  arising
from the  Company's  own system that may have a material  adverse  impact on the
Company.

     As of March 31, 1999 the Company had spent approximately  $140,000 for year
2000 compliance.  The Company anticipates  spending an additional $40,000 during
1999.  The Company does not  separately  track these internal costs incurred for
the Y2K project.  However,  this cost consisted primarily of the related payroll
costs of its information systems group.

<PAGE>

PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

      (a)  The following exhibits are being filed with this report.
           None
      
      (b)  Reports on Form 8-K.  None



<PAGE>


                              SIGNATURE
                                 
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.


                                         ADTRAN, INC.
                                        --------------
                                         (Registrant)



Date:  May 14,  1999         /s/ John R. Cooper
                                 ---------------------------
                                 John R. Cooper
                                 Vice President - Finance and
                                 Chief Financial Officer
<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND THE 
CONDENSED BALANCE SHEET AS OF MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                                        0000926282           
<NAME>                                       ADTRAN, INC.                     
<MULTIPLIER>                                 1
<CURRENCY>                                   U.S. DOLLAR
       
<S>                             <C>
<PERIOD-TYPE>                                3-MOS
<FISCAL-YEAR-END>                            DEC-31-1999
<PERIOD-START>                               JAN-01-1999
<PERIOD-END>                                 MAR-31-1999
<EXCHANGE-RATE>                              1
<CASH>                                       36,574,151
<SECURITIES>                                 28,547,550  
<RECEIVABLES>                                48,643,334
<ALLOWANCES>                                    862,002
<INVENTORY>                                  55,149,436
<CURRENT-ASSETS>                            174,070,687
<PP&E>                                      118,400,752   
<DEPRECIATION>                               32,527,839
<TOTAL-ASSETS>                              315,892,563   
<CURRENT-LIABILITIES>                        22,407,301
<BONDS>                                      50,000,000
                                 0 
                                           0
<COMMON>                                        394,303
<OTHER-SE>                                  240,190,122
<TOTAL-LIABILITY-AND-EQUITY>                315,892,563
<SALES>                                      77,162,648
<TOTAL-REVENUES>                             77,162,648
<CGS>                                        37,668,543
<TOTAL-COSTS>                                37,668,543
<OTHER-EXPENSES>                             16,594,352
<LOSS-PROVISION>                                      0
<INTEREST-EXPENSE>                              570,000
<INCOME-PRETAX>                              13,700,004
<INCOME-TAX>                                  4,589,501
<INCOME-CONTINUING>                           9,110,503
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
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<NET-INCOME>                                  9,110,503
<EPS-PRIMARY>                                       .24
<EPS-DILUTED>                                       .24
        

</TABLE>


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