As filed with the Securities and Exchange Commission on June 24, 1997
                                                           Registration No. 33-


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                             ---------------

                                 FORM S-8
                           REGISTRATION STATEMENT
                                  UNDER
                         THE SECURITIES ACT OF 1933
                             ---------------

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

             Delaware                                            63-0918200
   (State or other jurisdiction                               (I.R.S. Employer
 of incorporation or organization)                           Identification No.)

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



             ADTRAN, Inc. 1996 Employees Incentive Stock Option Plan
                           (Full title of the plan)

                               ---------------




                  Mark C. Smith                           Copy to:
Chairman of the Board and Chief Executive Officer
                  ADTRAN, Inc.                        Thomas Wardell, Esq.
             901 Explorer Boulevard                 Long Aldridge Norman LLP
         Huntsville, Alabama  35806-2807        One Peachtree Center, Suite 5300
     (Name and address of agent for service)          303 Peachtree Street
                 (205) 971-8000                     Atlanta, Georgia  30308
     (Telephone number, including area code,             (404) 527-4000
              of agent for service)

                                                              


<PAGE>

                      CALCULATION OF REGISTRATION FEE


Title of                         Proposed           Proposed
securities      Amount           maximum            maximum        Amount of
to be           to be            offering price     aggregate      registration
registered      registered (1)   per share (2)      offering       fee(2)
                                                    price (2)                 
Common Stock,
$.01 par value
per share       2,000,000        $24.125            $48,250,000    $14,621.21





(1)      The shares of Common Stock being registered  represent 2,000,000 shares
         of Common Stock which may be acquired pursuant to options available for
         grant in the future under the ADTRAN,  Inc.  1996  Employees  Incentive
         Stock Option Plan (the "Plan").  An  undetermined  number of additional
         shares  may  be  issued,  or the  shares  registered  hereunder  may be
         combined  into  an  undetermined   lesser  number  of  shares,  if  the
         antidilution provisions of the Plan become operative.

(2)      The  offering  price of the  2,000,000  shares  which  may be  acquired
         pursuant to options available for grant in the future under the Plan is
         not  presently  determinable.  The  offering  price for such  shares is
         estimated  pursuant  to Rule  457(c) and (h) solely for the  purpose of
         calculating the  registration  fee and is based upon the average of the
         high and low prices of the  Registrant's  Common Stock on June 17, 1997
         as quoted on The Nasdaq National Market.


<PAGE>


 
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The following documents heretofore filed by ADTRAN, Inc. (the "Company"
or  the  "Registrant")   with  the  Securities  and  Exchange   Commission  (the
"Commission") hereby are incorporated herein by reference as of their respective
dates:
    (1)  The Company's Annual Report on Form 10-K for the year ended on December
31 1996;

    (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended on
March 31, 1997;  and

    (3)    The  description of the Company's  Common Stock as contained in the 
Company's  Registration  Statement on Form 8-A (Registration No. 0-24612) as
declared effective by the Commission on August 9, 1994.

         In  addition,  all  reports  and  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 or 15(d)  of the  Securities
Exchange Act of 1934, as amended (the "1934 Act")  subsequent to the date hereof
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and made a part hereof from the date of the filing of such documents.

Item 6.  Indemnification of Directors and Officers

         Article Eleventh of the Company's Certificate of Incorporation provides
for the elimination of personal monetary liabilities of directors of the Company
for breaches of their fiduciary duties as directors, except that, as provided by
Section 102(b)(7) of the General  Corporation Law of Delaware (the "GCL"),  such
personal  monetary  liability of a director may not be eliminated with regard to
any breach of the duty of  loyalty,  failing to act in good  faith,  intentional
misconduct  or  knowing  violation  of law,  payment  of an  unlawful  dividend,
approval of an illegal stock  repurchase,  or obtainment of an improper personal
benefit.  Such a  provision  has no  effect  on the  availability  of  equitable
remedies, such as an injunction or rescission, for breach of fiduciary duty.
        Article Twelfth of the Company's Certificate of Incorporation  provides
for  indemnification  of  directors  and  officers  of the Company to the extent
permitted by the GCL.  Section 145 of the GCL provides  for  indemnification  of
directors and officers from and against expenses  (including  attorney's  fees),
judgments,  fines and amounts paid in settlement  reasonably incurred by them in
connection with any civil,  criminal,  administrative or investigative  claim or
proceeding  (including civil actions brought as derivative  actions by or in the
right of the corporation but only to the extent of expenses  reasonably incurred
in  defending  or  settling  such  action) in which they may become  involved by
reason of being a director  or officer of the  corporation  if the  director  or
officer acted in good faith and in a manner which he  reasonably  believed to be
in or not opposed to the best interest of the corporation  and, in addition,  in
criminal  actions,  if he had no  reasonable  cause to believe his conduct to be
unlawful.  If, in an action brought by or in the right of the  corporation,  the
director or officer is adjudged to be liable for negligence or misconduct in the
performance of his duty, he will only be entitled to such indemnity as the court
finds to be proper.  Persons who are  successful in defense of any claim against
them are entitled to  indemnification  as of right against expenses actually and
reasonably incurred in connection therewith. In all other cases, indemnification
shall  be made  (unless  otherwise  ordered  by a  court)  only if the  board of
directors,  acting by a majority  vote of a quorum of  disinterested  directors,
independent  legal  counsel or holders of a majority  of the shares  entitled to
vote  determines that the applicable  standard of conduct has been met.  Section
145 also  provides  such  indemnity  for directors and officers of a corporation
who, at the request of the corporation, act as directors, officers, employees or
agents of other corporations, partnerships or other enterprises.

         Article VI of the Company's Bylaws provides as follows:

                  Section  6.1. Indemnification. The Corporation shall indemnify
         and advance  expenses to any officer,  director,  employee or agent to
         the full extent  permitted by its Certificate of  Incorporation, these
         bylaws or by law.

         The Company maintains  directors and officers liability insurance which
will insure  against  liabilities  that directors or officers of the Company may
incur in such capacities.

Item 8.  Exhibits

Exhibit
Number                          Description

   5                            Opinion of Long Aldridge Norman LLP

  23(a)                         Consent of Coopers & Lybrand L.L.P.

  23(b)                         Consent of Long Aldridge Norman LLP
                                (included in Exhibit 5).

  24                            Powers of Attorney.


Item 9.  Undertakings

         A.       Rule 415 Offering.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities  Act of 1933, as amended (the "1933 Act"),  each such  post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.


         B.       Subsequent Documents Incorporated by Reference.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.      Indemnification of Officers, Directors and Controlling Persons.

         Insofar as indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant  to  the  provisions  described  under  Item  6  above,  or
otherwise, the Registrant has been advised that in the opinion of the Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.


<PAGE>

                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Huntsville, State of Alabama, on June 24, 1997.

                                  ADTRAN, INC.


                             By: /s/ Mark C. Smith*
                                 Mark C. Smith
                                 Chairman of the Board and
                                 Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of June 24, 1997.



Signatures                        Title

 Mark C. Smith*                   Chairman of the Board, Chief Executive Officer
Mark C. Smith                     and Director (Principal Executive Officer)

/s/ Howard A. Thrailkill          President, Chief Operating Officer
Howard A. Thrailkill              and Director

Lonnie S. McMillian*              Senior Vice President, Secretary and Director
Lonnie S. McMillian


O. Gene Gabbard*                  Director
O. Gene Gabbard

William L. Marks*                 Director
William L. Marks


Roy J. Nichols*                   Director
Roy J. Nichols

James L. North*                   Director
James L. North

/s/ John R. Cooper                Vice President-Finance and 
John R. Cooper                    Chief Financial Officer





*By: /s/ Howard A. Thrailkill
       Howard A. Thrailkill,
       as Attorney-in-Fact

<PAGE>


         Pursuant  to the  requirements  of the  Securities  Act  of  1933, the
Committee which administers the Plan has duly caused this registration statement
to be  signed  on  its  behalf,  thereunto  duly  authorized,  in the  City  of
Huntsville, State of Alabama, on June 24, 1997.

                  ADTRAN, INC. 1996 EMPLOYEES INCENTIVE STOCK OPTION PLAN


                        O. Gene Gabbard*
                        O. Gene Gabbard, Director

                        William L. Marks*
                        William L. Marks, Director

                        Roy J. Nichols*
                        Roy J. Nichols, Director


                        By: /s/ Howard A. Thrailkill
                            Howard A. Thrailkill,
                            as Attorney-in-Fact



<PAGE>
                              EXHIBIT INDEX

Exhibit                                                               Page No.
   5                Opinion of Long Aldridge Norman LLP

  23(a)             Consent of Coopers & Lybrand L.L.P.         

  23(b)             Consent of Long Aldridge Norman LLP               
                    inluded in Exhibit 5).

  24                Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "ADTRAN 1996 EMPLOYEES INCENTIVE STOCK OPTION PLAN", "secsgml_size_bytes": 14645}]
{"company-data": {"conformed-name": "ADTRAN INC", "cik": "0000926282", "assigned-sic": "3661", "irs-number": "630918200", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29899", "film-number": "97628821"}, "business-address": {"street1": "901 EXPLORER BLVD", "city": "HUNTSVILLE", "state": "AL", "zip": "35806", "phone": "2059718000"}, "mail-address": {"street1": "901 EXPLORER BLVD", "city": "HUNTSVILLE", "state": "AL", "zip": "35806"}}
As filed with the Securities and Exchange Commission on June 24, 1997
                                                           Registration No. 33-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                             ---------------

                                 FORM S-8
                           REGISTRATION STATEMENT
                                  UNDER
                         THE SECURITIES ACT OF 1933
                             ---------------

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

             Delaware                                            63-0918200
   (State or other jurisdiction                               (I.R.S. Employer
 of incorporation or organization)                           Identification No.)

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

             ADTRAN, Inc. 1996 Employees Incentive Stock Option Plan
                           (Full title of the plan)

                               ---------------

                  Mark C. Smith                           Copy to:
Chairman of the Board and Chief Executive Officer
                  ADTRAN, Inc.                        Thomas Wardell, Esq.
             901 Explorer Boulevard                 Long Aldridge Norman LLP
         Huntsville, Alabama  35806-2807        One Peachtree Center, Suite 5300
     (Name and address of agent for service)          303 Peachtree Street
                 (205) 971-8000                     Atlanta, Georgia  30308
     (Telephone number, including area code,             (404) 527-4000
              of agent for service)
CALCULATION OF REGISTRATION FEE

Title of                         Proposed           Proposed
securities      Amount           maximum            maximum        Amount of
to be           to be            offering price     aggregate      registration
registered      registered (1)   per share (2)      offering       fee(2)
                                                    price (2)                 
Common Stock,
$.01 par value
per share       2,000,000        $24.125            $48,250,000    $14,621.21

(1)      The shares of Common Stock being registered  represent 2,000,000 shares
         of Common Stock which may be acquired pursuant to options available for
         grant in the future under the ADTRAN,  Inc.  1996  Employees  Incentive
         Stock Option Plan (the "Plan").  An  undetermined  number of additional
         shares  may  be  issued,  or the  shares  registered  hereunder  may be
         combined  into  an  undetermined   lesser  number  of  shares,  if  the
         antidilution provisions of the Plan become operative.

(2)      The  offering  price of the  2,000,000  shares  which  may be  acquired
         pursuant to options available for grant in the future under the Plan is
         not  presently  determinable.  The  offering  price for such  shares is
         estimated  pursuant  to Rule  457(c) and (h) solely for the  purpose of
         calculating the  registration  fee and is based upon the average of the
         high and low prices of the  Registrant's  Common Stock on June 17, 1997
         as quoted on The Nasdaq National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents heretofore filed by ADTRAN, Inc. (the "Company"
or  the  "Registrant")   with  the  Securities  and  Exchange   Commission  (the
"Commission") hereby are incorporated herein by reference as of their respective
dates:
    (1)  The Company's Annual Report on Form 10-K for the year ended on December
31 1996;

    (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended on
March 31, 1997;  and

    (3)    The  description of the Company's  Common Stock as contained in the 
Company's  Registration  Statement on Form 8-A (Registration No. 0-24612) as
declared effective by the Commission on August 9, 1994.

         In  addition,  all  reports  and  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 or 15(d)  of the  Securities
Exchange Act of 1934, as amended (the "1934 Act")  subsequent to the date hereof
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and made a part hereof from the date of the filing of such documents.

Item 6.  Indemnification of Directors and Officers

         Article Eleventh of the Company's Certificate of Incorporation provides
for the elimination of personal monetary liabilities of directors of the Company
for breaches of their fiduciary duties as directors, except that, as provided by
Section 102(b)(7) of the General  Corporation Law of Delaware (the "GCL"),  such
personal  monetary  liability of a director may not be eliminated with regard to
any breach of the duty of  loyalty,  failing to act in good  faith,  intentional
misconduct  or  knowing  violation  of law,  payment  of an  unlawful  dividend,
approval of an illegal stock  repurchase,  or obtainment of an improper personal
benefit.  Such a  provision  has no  effect  on the  availability  of  equitable
remedies, such as an injunction or rescission, for breach of fiduciary duty.
        Article Twelfth of the Company's Certificate of Incorporation  provides
for  indemnification  of  directors  and  officers  of the Company to the extent
permitted by the GCL.  Section 145 of the GCL provides  for  indemnification  of
directors and officers from and against expenses  (including  attorney's  fees),
judgments,  fines and amounts paid in settlement  reasonably incurred by them in
connection with any civil,  criminal,  administrative or investigative  claim or
proceeding  (including civil actions brought as derivative  actions by or in the
right of the corporation but only to the extent of expenses  reasonably incurred
in  defending  or  settling  such  action) in which they may become  involved by
reason of being a director  or officer of the  corporation  if the  director  or
officer acted in good faith and in a manner which he  reasonably  believed to be
in or not opposed to the best interest of the corporation  and, in addition,  in
criminal  actions,  if he had no  reasonable  cause to believe his conduct to be
unlawful.  If, in an action brought by or in the right of the  corporation,  the
director or officer is adjudged to be liable for negligence or misconduct in the
performance of his duty, he will only be entitled to such indemnity as the court
finds to be proper.  Persons who are  successful in defense of any claim against
them are entitled to  indemnification  as of right against expenses actually and
reasonably incurred in connection therewith. In all other cases, indemnification
shall  be made  (unless  otherwise  ordered  by a  court)  only if the  board of
directors,  acting by a majority  vote of a quorum of  disinterested  directors,
independent  legal  counsel or holders of a majority  of the shares  entitled to
vote  determines that the applicable  standard of conduct has been met.  Section
145 also  provides  such  indemnity  for directors and officers of a corporation
who, at the request of the corporation, act as directors, officers, employees or
agents of other corporations, partnerships or other enterprises.

         Article VI of the Company's Bylaws provides as follows:

                  Section  6.1. Indemnification. The Corporation shall indemnify
         and advance  expenses to any officer,  director,  employee or agent to
         the full extent  permitted by its Certificate of  Incorporation, these
         bylaws or by law.

         The Company maintains  directors and officers liability insurance which
will insure  against  liabilities  that directors or officers of the Company may
incur in such capacities.

Item 8.  Exhibits

Exhibit
Number                          Description

   5                            Opinion of Long Aldridge Norman LLP

  23(a)                         Consent of Coopers & Lybrand L.L.P.

  23(b)                         Consent of Long Aldridge Norman LLP
                                (included in Exhibit 5).

  24                            Powers of Attorney.

Item 9.  Undertakings

         A.       Rule 415 Offering.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities  Act of 1933, as amended (the "1933 Act"),  each such  post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         B.       Subsequent Documents Incorporated by Reference.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.      Indemnification of Officers, Directors and Controlling Persons.

         Insofar as indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant  to  the  provisions  described  under  Item  6  above,  or
otherwise, the Registrant has been advised that in the opinion of the Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Huntsville, State of Alabama, on June 24, 1997.

                                  ADTRAN, INC.

                             By: /s/ Mark C. Smith*
                                 Mark C. Smith
                                 Chairman of the Board and
                                 Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of June 24, 1997.

Signatures                        Title

 Mark C. Smith*                   Chairman of the Board, Chief Executive Officer
Mark C. Smith                     and Director (Principal Executive Officer)

/s/ Howard A. Thrailkill          President, Chief Operating Officer
Howard A. Thrailkill              and Director

Lonnie S. McMillian*              Senior Vice President, Secretary and Director
Lonnie S. McMillian

O. Gene Gabbard*                  Director
O. Gene Gabbard

William L. Marks*                 Director
William L. Marks

Roy J. Nichols*                   Director
Roy J. Nichols

James L. North*                   Director
James L. North

/s/ John R. Cooper                Vice President-Finance and 
John R. Cooper                    Chief Financial Officer

*By: /s/ Howard A. Thrailkill
       Howard A. Thrailkill,
       as Attorney-in-Fact
Pursuant  to the  requirements  of the  Securities  Act  of  1933, the
Committee which administers the Plan has duly caused this registration statement
to be  signed  on  its  behalf,  thereunto  duly  authorized,  in the  City  of
Huntsville, State of Alabama, on June 24, 1997.

                  ADTRAN, INC. 1996 EMPLOYEES INCENTIVE STOCK OPTION PLAN

                        O. Gene Gabbard*
                        O. Gene Gabbard, Director

                        William L. Marks*
                        William L. Marks, Director

                        Roy J. Nichols*
                        Roy J. Nichols, Director

                        By: /s/ Howard A. Thrailkill
                            Howard A. Thrailkill,
                            as Attorney-in-Fact
EXHIBIT INDEX

Exhibit                                                               Page No.
   5                Opinion of Long Aldridge Norman LLP

  23(a)             Consent of Coopers & Lybrand L.L.P.         

  23(b)             Consent of Long Aldridge Norman LLP               
                    inluded in Exhibit 5).

  24                Powers of Attorney.