<PAGE>
As filed with the Securities and Exchange Commission on May 24, 1996
                                            Registration No. 333_______

===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                       
                                  ----------
                                       
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                                  ----------

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

                 Minnesota                          41-0743912
        (State or other jurisdiction             (I.R.S. Employer
     of incorporation or organization)         Identification No.)

           12501 Whitewater Drive
           Minnetonka, Minnesota                      55343
  (Address of Principal Executive Offices)          (Zip Code)

                         ADC TELECOMMUNICATIONS, INC.
                          NON-INCENTIVE STOCK OPTION
                         AND INDEMNIFICATION AGREEMENT
                           (Full title of the plan)

               David F. Fisher, Esq.            Copy to:
               Vice President, General          Robert A. Rosenbaum, Esq.
               Counsel and Corporate Secretary  Dorsey & Whitney LLP
               ADC Telecommunications, Inc.     Pillsbury Center South
               12501 Whitewater Drive           220 South Sixth Street
               Minnetonka, Minnesota  55343     Minneapolis, Minnesota 55402
               (Name and address of agent for service)
                                (612) 938-8080
         (Telephone number, including area code, of agent for service)
                                  ----------
    Approximate date of commencement of proposed sale to the public:  from
     time to time after the effective date of this Registration Statement.
                                       
                        CALCULATION OF REGISTRATION FEE
                                       
===============================================================================
                                Proposed maximum  Proposed maximum  Amount of
Title of securities  Amount to  offering price  aggregate offering registration
 to be registered  be registered  per share(1)         price          fee (2)

===============================================================================
Common Stock, 
$.20 par value         69,456        $2.914           $202,394         $100
===============================================================================

(1)  Pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
     "Act"), based on the per share prices at which the options granted under
     the Plan may be exercised.
(2)  Pursuant to Section 6(b) of the Act.

<PAGE>
                                    PART II
                                       
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents of ADC Telecommunications, Inc. ("ADC" or the
"Company") which have been filed with the Securities and Exchange Commission
are hereby incorporated by reference in this Registration Statement:

     (a)  the Company's Annual Report on Form 10-K for the year ended October
          31, 1995;
     
     (b)  the Company's Quarterly Report on Form 10-Q for the quarter ended
          January 31, 1996; and
     
     (c)  the description of ADC's Common Stock and Common Stock Purchase
          Rights contained in any Registration Statement of the Company filed
          under the Exchange Act and any amendment or report filed for the
          purpose of updating any such description.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents.  Any statement contained herein or in a document all
or part of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION  OF SECURITIES

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best
interests of the corporation in the case of acts or omissions in such person's
official capacity for the corporation or reasonably believed that the conduct
was not opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated
organizations. Article IX of the Bylaws of ADC provides that ADC shall
indemnify officers and directors to the extent permitted by Section 302A.521 as
now enacted or hereafter amended.

                                      -2-
<PAGE>

     ADC also maintains an insurance policy or policies to assist in funding
indemnification of directors and officers for certain liabilities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.   EXHIBITS

Exhibit Number     Description
- --------------     -----------

    4.1            Restated Articles of Incorporation of ADC Telecommunications,
                   Inc., as amended to date.

    4.2            Composite Restated Bylaws of ADC Telecommunications, Inc., as
                   amended to date.  (Incorporated by reference to Exhibit 3-b
                   to ADC's Annual Report on Form 10-K for the fiscal year
                   ended October 31, 1989, File No. 0-1424.)

    5.1            Opinion of Dorsey & Whitney LLP.

    23.1           Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

    23.2           Consent of Arthur Andersen LLP, independent public
                   accountants.

    24.1           Powers of Attorney.

ITEM 9.   UNDERTAKINGS

A. Post-Effective Amendments
   -------------------------

     The Company hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;
          
          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in
               volume of securities offered (if the total dollar value of
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of
               prospectus filed with the Commission pursuant to Rule 424(b)
               under the Securities Act if, in the aggregate, the changes in
               volume and price represent no more than a 20% change in the
               maximum aggregate offering price set forth in the "Calculation
               of Registration Fee" table in the effective Registration
               Statement; and
          
         (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the
               Registration Statement or any material change in the information
               set forth in the Registration Statement;

PROVIDED, HOWEVER, that subparagraphs (i) and (ii) above do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.

                                      -3-
<PAGE>

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.   Claims for Indemnification
     --------------------------

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication
of such issue.

                                      -4-

<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 Minnetonka, State of Minnesota, on May 24, 1996.

                              ADC TELECOMMUNICATIONS, INC.


                              By   /s/  William J. Cadogan
                                 ------------------------------------
                                 William J. Cadogan
                                 Chairman of the Board, President,
                                 Chief Executive Officer and
                                 Chief Operating Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


By   /s/  William J. Cadogan                      Dated:  May 24, 1996
   ---------------------------------------
   William J. Cadogan
   Chairman of the Board, President,
   Chief Executive Officer and
   Chief Operating Officer
   (principal executive officer)


By   /s/  Robert E. Switz                         Dated:  May 24, 1996
   ---------------------------------------
   Robert E. Switz
   Vice President, Chief Financial Officer
   (principal financial officer)


By   /s/ Charles T. Roehrick                      Dated:  May 24, 1996
   ---------------------------------------
   Charles T. Roehrick
   Vice President and Controller
   (principal accounting officer)


By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   James C. Castle, Ph.D.
   Director


By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   Thomas E. Holloran
   Director


By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   B. Kristine Johnson
   Director


By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   Charles W. Oswald
   Director


<PAGE>

By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   Alan E. Ross
   Director


By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   Jean-Pierre Rosso
   Director


By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   Donald M. Sullivan
   Director


By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   Warde F. Wheaton
   Director


By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   John D. Wunsch
   Director


*By       /s/ Robert E. Switz
   ---------------------------------------
   Robert E. Switz
   As Attorney-In-Fact


<PAGE>

                                 EXHIBIT INDEX


Exhibit
Number    Description                                               Page
- -------   -----------                                               ----

   4.1    Restated Articles of Incorporation of ADC
          Telecommunications, Inc., as amended to date .............

   4.2    Composite Restated Bylaws of ADC Telecommunications,
          Inc., as amended to date.  (Incorporated by reference
          to Exhibit 3-b to ADC's Annual Report on Form 10-K for
          the fiscal year ended October 31, 1989, File No. 0-1424.)

   5.1    Opinion of Dorsey & Whitney LLP ..........................

  23.1    Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

  23.2    Consent of Arthur Andersen LLP, independent public
          accountants ..............................................

  24.1    Powers of Attorney .......................................
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16852}]
{"company-data": {"conformed-name": "ADC TELECOMMUNICATIONS INC", "cik": "0000061478", "assigned-sic": "3661", "irs-number": "410743912", "state-of-incorporation": "MN", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04481", "film-number": "96572150"}, "business-address": {"street1": "4900 W 78TH ST", "city": "MINNEAPOLIS", "state": "MN", "zip": "55343", "phone": "6129388080"}, "mail-address": {"street1": "4900 W 78TH ST", "city": "MINNEAPOLIS", "state": "MN", "zip": "55435"}, "former-company": {"former-conformed-name": "MAGNETIC CONTROLS CO", "date-changed": "19850605"}}
As filed with the Securities and Exchange Commission on May 24, 1996
                                            Registration No. 333_______

===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                       
                                  ----------
                                       
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                                  ----------

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

                 Minnesota                          41-0743912
        (State or other jurisdiction             (I.R.S. Employer
     of incorporation or organization)         Identification No.)

           12501 Whitewater Drive
           Minnetonka, Minnesota                      55343
  (Address of Principal Executive Offices)          (Zip Code)

                         ADC TELECOMMUNICATIONS, INC.
                          NON-INCENTIVE STOCK OPTION
                         AND INDEMNIFICATION AGREEMENT
                           (Full title of the plan)

               David F. Fisher, Esq.            Copy to:
               Vice President, General          Robert A. Rosenbaum, Esq.
               Counsel and Corporate Secretary  Dorsey & Whitney LLP
               ADC Telecommunications, Inc.     Pillsbury Center South
               12501 Whitewater Drive           220 South Sixth Street
               Minnetonka, Minnesota  55343     Minneapolis, Minnesota 55402
               (Name and address of agent for service)
                                (612) 938-8080
         (Telephone number, including area code, of agent for service)
                                  ----------
    Approximate date of commencement of proposed sale to the public:  from
     time to time after the effective date of this Registration Statement.
                                       
                        CALCULATION OF REGISTRATION FEE
                                       
===============================================================================
                                Proposed maximum  Proposed maximum  Amount of
Title of securities  Amount to  offering price  aggregate offering registration
 to be registered  be registered  per share(1)         price          fee (2)

===============================================================================
Common Stock, 
$.20 par value         69,456        $2.914           $202,394         $100
===============================================================================

(1)  Pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
     "Act"), based on the per share prices at which the options granted under
     the Plan may be exercised.
(2)  Pursuant to Section 6(b) of the Act.
PART II
                                       
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents of ADC Telecommunications, Inc. ("ADC" or the
"Company") which have been filed with the Securities and Exchange Commission
are hereby incorporated by reference in this Registration Statement:

     (a)  the Company's Annual Report on Form 10-K for the year ended October
          31, 1995;
     
     (b)  the Company's Quarterly Report on Form 10-Q for the quarter ended
          January 31, 1996; and
     
     (c)  the description of ADC's Common Stock and Common Stock Purchase
          Rights contained in any Registration Statement of the Company filed
          under the Exchange Act and any amendment or report filed for the
          purpose of updating any such description.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents.  Any statement contained herein or in a document all
or part of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION  OF SECURITIES

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best
interests of the corporation in the case of acts or omissions in such person's
official capacity for the corporation or reasonably believed that the conduct
was not opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated
organizations. Article IX of the Bylaws of ADC provides that ADC shall
indemnify officers and directors to the extent permitted by Section 302A.521 as
now enacted or hereafter amended.

                                      -2-
ADC also maintains an insurance policy or policies to assist in funding
indemnification of directors and officers for certain liabilities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.   EXHIBITS

Exhibit Number     Description
- --------------     -----------

    4.1            Restated Articles of Incorporation of ADC Telecommunications,
                   Inc., as amended to date.

    4.2            Composite Restated Bylaws of ADC Telecommunications, Inc., as
                   amended to date.  (Incorporated by reference to Exhibit 3-b
                   to ADC's Annual Report on Form 10-K for the fiscal year
                   ended October 31, 1989, File No. 0-1424.)

    5.1            Opinion of Dorsey & Whitney LLP.

    23.1           Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

    23.2           Consent of Arthur Andersen LLP, independent public
                   accountants.

    24.1           Powers of Attorney.

ITEM 9.   UNDERTAKINGS

A. Post-Effective Amendments
   -------------------------

     The Company hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;
          
          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in
               volume of securities offered (if the total dollar value of
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of
               prospectus filed with the Commission pursuant to Rule 424(b)
               under the Securities Act if, in the aggregate, the changes in
               volume and price represent no more than a 20% change in the
               maximum aggregate offering price set forth in the "Calculation
               of Registration Fee" table in the effective Registration
               Statement; and
          
         (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the
               Registration Statement or any material change in the information
               set forth in the Registration Statement;

PROVIDED, HOWEVER, that subparagraphs (i) and (ii) above do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.

                                      -3-
(2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.   Claims for Indemnification
     --------------------------

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication
of such issue.

                                      -4-
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 Minnetonka, State of Minnesota, on May 24, 1996.

                              ADC TELECOMMUNICATIONS, INC.

                              By   /s/  William J. Cadogan
                                 ------------------------------------
                                 William J. Cadogan
                                 Chairman of the Board, President,
                                 Chief Executive Officer and
                                 Chief Operating Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

By   /s/  William J. Cadogan                      Dated:  May 24, 1996
   ---------------------------------------
   William J. Cadogan
   Chairman of the Board, President,
   Chief Executive Officer and
   Chief Operating Officer
   (principal executive officer)

By   /s/  Robert E. Switz                         Dated:  May 24, 1996
   ---------------------------------------
   Robert E. Switz
   Vice President, Chief Financial Officer
   (principal financial officer)

By   /s/ Charles T. Roehrick                      Dated:  May 24, 1996
   ---------------------------------------
   Charles T. Roehrick
   Vice President and Controller
   (principal accounting officer)

By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   James C. Castle, Ph.D.
   Director

By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   Thomas E. Holloran
   Director

By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   B. Kristine Johnson
   Director

By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   Charles W. Oswald
   Director
By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   Alan E. Ross
   Director

By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   Jean-Pierre Rosso
   Director

By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   Donald M. Sullivan
   Director

By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   Warde F. Wheaton
   Director

By             *                                  Dated:  May 24, 1996
   ---------------------------------------
   John D. Wunsch
   Director

*By       /s/ Robert E. Switz
   ---------------------------------------
   Robert E. Switz
   As Attorney-In-Fact
EXHIBIT INDEX

Exhibit
Number    Description                                               Page
- -------   -----------                                               ----

   4.1    Restated Articles of Incorporation of ADC
          Telecommunications, Inc., as amended to date .............

   4.2    Composite Restated Bylaws of ADC Telecommunications,
          Inc., as amended to date.  (Incorporated by reference
          to Exhibit 3-b to ADC's Annual Report on Form 10-K for
          the fiscal year ended October 31, 1989, File No. 0-1424.)

   5.1    Opinion of Dorsey & Whitney LLP ..........................

  23.1    Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

  23.2    Consent of Arthur Andersen LLP, independent public
          accountants ..............................................

  24.1    Powers of Attorney .......................................