Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
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)
SVP Technology & Strategy
(Last)
(First)
(Middle)
901 EXPLORER BLVD.
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2018
(Street)

HUNTSVILLE, AL 35806
4. If Amendment, Date Original Filed(Month/Day/Year)
11/16/2018
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock (1) 11/09/2018   A   9,179 (2) A $ 0 15,119 D  
Common Stock 11/11/2018   F   431 (3) D $ 14.12 14,688 D  
Common Stock 11/12/2018   F   475 (3) D $ 13.45 14,213 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wilson James Denson Jr
901 EXPLORER BLVD.
HUNTSVILLE, AL 35806
      SVP Technology & Strategy  

Signatures

 /s/ Roger Shannon, by power of attorney   11/21/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents a grant of restricted stock units that vest in four equal and annual installments beginning on the first anniversary date of the grant.
(2) The reporting person is filing this amendment to correct the number of shares of common stock acquired on November 9, 2018. The reporting person previously reported the acquisition on November 9, 2018 of 9,407 shares of common stock as reported on a Form 4 filed on November 16, 2018. The actual number of shares of common stock acquired on November 9, 2018 was 9,179.
(3) On November 16, 2018, the reporting person mistakenly filed a Form 4 reporting a sale of 1,468 shares of common stock on November 11, 2018 and a sale of 1,615 on November 12, 2018, which sales did not in fact occur. Instead, on November 11, 2018, the issuer withheld 431 shares of common stock in connection with the vesting of a previously reported award, and on November 12, 2018, the issuer withheld 475 shares of common stock in connection with the vesting of a previously reported award.

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