SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WINDHAM DANNY J

(Last)

(First)

(Middle)

ADTRAN

901 EXPLORER BLVD.

(Street)

HUNTSVILLE

35806

(City)

(State)

(Zip)

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)
	Vice President & Gen. Mgr.

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/27/2004		M		10,618	A	$10.657	25,618	D
Common Stock	01/27/2004		S		10,618	D	$36.507	15,000	D
Common Stock	01/27/2004		M		29,592	A	$12.75	44,592	D
Common Stock	01/27/2004		S		29,592	D	$36.507	15,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$10.66	01/27/2004		M			10,618	09/17/1999	09/17/2008	Common Stock	10,618	$0	0	D
Non-Qualified Stock Option (right to buy)	$12.75	01/27/2004		M			29,592	07/23/2002⁽¹⁾	07/23/2011	Common Stock	29,592	$0	52,156	D
Incentive Stock Option (right to buy)	$8.7							07/12/2001⁽²⁾	07/12/2010	Common Stock	11,498		11,498	D
Incentive Stock Option (right to buy)	$10.5							10/16/2003⁽¹⁾	10/16/2012	Common Stock	9,522		9,522	D
Incentive Stock Option (right to buy)	$10.66							09/17/1999	09/17/2008	Common Stock	9,390		9,390	D
Incentive Stock Option (right to buy)	$12.69							07/16/1998	07/16/2007	Common Stock	12,800		12,800	D
Incentive Stock Option (right to buy)	$12.75							07/23/2002⁽¹⁾	07/23/2011	Common Stock	7,844		7,844	D
Incentive Stock Option (right to buy)	$32.27							11/25/2004⁽¹⁾	11/25/2013	Common Stock	3,098		3,098	D
Non-Qualified Stock Option (right to buy)	$8.7							07/12/2001⁽³⁾	07/12/2010	Common Stock	33,502		33,502	D
Non-Qualified Stock Option (right to buy)	$10.5							10/16/2003⁽¹⁾	10/16/2012	Common Stock	98,478		98,478	D
Non-Qualified Stock Option (right to buy)	$18.03							07/15/2000⁽⁴⁾	07/15/2009	Common Stock	20,000		20,000	D
Non-Qualified Stock Option (right to buy)	$32.27							11/25/2004⁽¹⁾	11/25/2013	Common Stock	31,902		31,902	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.

2. The option vests as follows: One (1) share vests on 7/12/2003; 5,748 shares vest on 7/12/2004.

3. The option vests as follows: 22,500 shares on 08/30/02; 11,249 shares on 07/12/03; 5,502 shares on 07/12/04.

4. The option vests in five (5) equal annual installments beginning on July 15, 2000.

	By: Charlene Little For: Danny J. Windham	01/27/2004
	** 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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