FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

Wilson James Denson Jr	2. Issuer Name and Ticker or Trading Symbol

ADTRAN INC [ ADTN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr VP and GM Carrier Networks	
(Last)          (First)          (Middle)

901 EXPLORER BLVD.	3. Date of Earliest Transaction (MM/DD/YYYY)

11/6/2010		
(Street)

HUNTSVILLE, AL 35806
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code
(Instr. 8)	4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)	
			Code	V	Amount	(A) or (D)	Price				

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code
(Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)	8. Price of Derivative Security
(Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					
Incentive Stock Option (right to buy)  	$33.70  	11/6/2010  	 	A  	  	2967   	  	11/6/2011   (1)	11/6/2020  	Common Stock  	2967  	$0.00  	2967  	D  	 	
Non-Qualified Stock Option (right to buy)  	$33.70  	11/6/2010  	 	A  	  	15966   	  	11/6/2011   (1)	11/6/2020  	Common Stock  	15966  	$0.00  	15966  	D  	 	

Explanation of Responses:	
(1) 	The option vests in four equal and annual installments beginning on the first anniversary date of the grant as shown in column 6.	

Remarks:
Exhibit Index: Exhibit 24.1 Power of Attorney	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Wilson James Denson Jr
901 EXPLORER BLVD.
HUNTSVILLE, AL 35806			Sr VP and GM Carrier Networks		

Signatures		
Gayle S. Ellis by Power of Attorney		11/9/2010	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).	
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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POWER OF AITORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
James E. Matthews, Cathy
Bartels, and Gayle Ellis, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of
substitution, for him and in his name place and stead, in any and all
capacities, to:
1. Execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of
ADTRAN, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a)
of the Securities Exchange Act of
1934, as amended, and the rules thereunder;
2. do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to
complete and execute any such Form 3, 4 or 5 and timely file such form with the
United States Securities and
Exchange Commission and any stock exchange or similar authority; and
3. take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and
every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in fact,
or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this
power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934. This Power of
Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in
assigned writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 5th day of
May, 2010.

//James D. Wilson Jr.

James D. Wilson Jr.
May 5, 2010