SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                       
                                       
                                   FORM 8-K
                                       
                                       
               Current Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934
                                       
                                       
    Date of report (Date of earliest event reported):   November 28, 1995.
                                       
                                       
                                       
                                       
                         ADC TELECOMMUNICATIONS, INC.
            (Exact name of registrant as specified in its charter)
                                       
                                       
                Minnesota                 0-1424               41-0743912
     (State or other jurisdiction of    (Commission        (I.R.S. Employer
     incorporation or organization)     File Number)      Identification No.)
                                       
                                       
     4900 West 78th Street, Minneapolis, Minnesota                 55435
     (Address of principal executive offices)                   (Zip Code)
                                       
                                       
                                       
     Registrant's telephone number, including area code:   (612) 938-8080
                                       
                                       
                                Not Applicable
        (Former name or former address, if changed since last report.)
<PAGE>
ITEM 5.   OTHER EVENTS

          Effective November 28, 1995, ADC Telecommunications, Inc. has amended
the Company's Shareholder Rights Plan originally adopted on September 23, 1986,
and previously amended on August 16, 1989.  The amendments to the Rights Plan
extend the expiration date of the Rights Plan to November 28, 2005, increase
the exercise price of the Rights, reduce the stock ownership level at which the
Rights become exercisable to 15%, and make certain other changes.

          As amended, the Rights Plan provides that if any person or group
acquires 15% or more of the Company's common stock, each Right not owned by
such person or group will entitle its holder to purchase, at the Right's then-
current purchase price, a share of the Company's common stock having a value of
twice the Right's purchase price.  The Rights would not be triggered, however,
if the acquisition of 15% or more of the Company's common stock is pursuant to
a tender or exchange offer for all outstanding shares of the Company's common
stock determined by the Board of Directors to be fair and in the best interests
of the Company and its shareholders.

                                      -2-
<PAGE>
ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

     (C)  EXHIBITS

          4.   Second Amended and Restated Rights Agreement, dated as of
     November 28, 1995, between ADC Telecommunications, Inc. and Norwest Bank
     Minnesota, National Association (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.

                                      -3-
<PAGE>
SIGNATURE


          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


Date:      December 11, 1995


                                   ADC TELECOMMUNICATIONS, INC.



                                 By: /s/ David F. Fisher
                                    ________________________________
                                    David F. Fisher
                                    Vice President, General Counsel
                                    and Corporate Secretary

                                      -4-
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SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                       
                                       
                                   FORM 8-K
                                       
                                       
               Current Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934
                                       
                                       
    Date of report (Date of earliest event reported):   November 28, 1995.
                                       
                                       
                                       
                                       
                         ADC TELECOMMUNICATIONS, INC.
            (Exact name of registrant as specified in its charter)
                                       
                                       
                Minnesota                 0-1424               41-0743912
     (State or other jurisdiction of    (Commission        (I.R.S. Employer
     incorporation or organization)     File Number)      Identification No.)
                                       
                                       
     4900 West 78th Street, Minneapolis, Minnesota                 55435
     (Address of principal executive offices)                   (Zip Code)
                                       
                                       
                                       
     Registrant's telephone number, including area code:   (612) 938-8080
                                       
                                       
                                Not Applicable
        (Former name or former address, if changed since last report.)
ITEM 5.   OTHER EVENTS

          Effective November 28, 1995, ADC Telecommunications, Inc. has amended
the Company's Shareholder Rights Plan originally adopted on September 23, 1986,
and previously amended on August 16, 1989.  The amendments to the Rights Plan
extend the expiration date of the Rights Plan to November 28, 2005, increase
the exercise price of the Rights, reduce the stock ownership level at which the
Rights become exercisable to 15%, and make certain other changes.

          As amended, the Rights Plan provides that if any person or group
acquires 15% or more of the Company's common stock, each Right not owned by
such person or group will entitle its holder to purchase, at the Right's then-
current purchase price, a share of the Company's common stock having a value of
twice the Right's purchase price.  The Rights would not be triggered, however,
if the acquisition of 15% or more of the Company's common stock is pursuant to
a tender or exchange offer for all outstanding shares of the Company's common
stock determined by the Board of Directors to be fair and in the best interests
of the Company and its shareholders.

                                      -2-
ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

     (C)  EXHIBITS

          4.   Second Amended and Restated Rights Agreement, dated as of
     November 28, 1995, between ADC Telecommunications, Inc. and Norwest Bank
     Minnesota, National Association (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.

                                      -3-
SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

Date:      December 11, 1995

                                   ADC TELECOMMUNICATIONS, INC.

                                 By: /s/ David F. Fisher
                                    ________________________________
                                    David F. Fisher
                                    Vice President, General Counsel
                                    and Corporate Secretary

                                      -4-