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^*

OWEN LAURA N

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADC TELECOMMUNICATIONS INC [ ADCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP HUMAN RESOURCES

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2003

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)

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)
Incentive Stock Option (right to buy)	6.125	06/28/2003		D			48,972	10/31/1999⁽¹⁾	11/02/2008	Common Stock	48,972	$0⁽¹⁾	0	D
Incentive Stock Option (right to buy)	11.9688	06/28/2003		D			8,352	10/31/2002⁽²⁾	11/01/2009	Common Stock	8,352	$0⁽²⁾	0	D
Incentive Stock Option (right to buy)	22.1875	06/28/2003		D			4,508	10/31/2002⁽³⁾	11/01/2010	Common Stock	4,508	$0⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	6.125	06/28/2003		D			23,028	10/31/1999⁽⁴⁾	11/02/2008	Common Stock	23,028	$0⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	7.68	06/28/2003		D			37,500	05/31/2002⁽⁵⁾	05/31/2011	Common Stock	37,500	$0⁽⁵⁾	0	D
Non-Qualified Stock Option (right to buy)	9.172	06/28/2003		D			140,400	10/31/1998⁽⁶⁾	12/01/2007	Common Stock	140,400	$0⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	11.7	06/28/2003		D			133,332	09/21/2003⁽⁷⁾	09/21/2006	Common Stock	133,332	$0⁽⁷⁾	0	D
Non-Qualified Stock Option (right to buy)	11.9225	06/28/2003		D			87,336	10/29/2000⁽⁸⁾	10/29/2009	Common Stock	87,336	$0⁽⁸⁾	0	D
Non-Qualified Stock Option (right to buy)	11.9688	06/28/2003		D			63,648	10/31/2000⁽⁹⁾	11/01/2009	Common Stock	63,648	$0⁽⁹⁾	0	D
Non-Qualified Stock Option (right to buy)	13.1625	06/28/2003		D			133,332	09/21/2003⁽⁷⁾	09/21/2006	Common Stock	133,332	$0⁽⁷⁾	0	D
Non-Qualified Stock Option (right to buy)	14.1375	06/28/2003		D			133,336	09/21/2003⁽¹⁰⁾	09/21/2006	Common Stock	133,336	$0⁽¹⁰⁾	0	D
Non-Qualified Stock Option (right to buy)	21.375	06/28/2003		D			88,690	10/31/2001⁽¹¹⁾	10/31/2010	Common Stock	88,690	$0⁽¹¹⁾	0	D
Non-Qualified Stock Option (right to buy)	22.1875	06/28/2003		D			34,492	10/31/2001⁽¹²⁾	11/01/2010	Common Stock	34,492	$0⁽¹²⁾	0	D

Explanation of Responses:

1. On 6/28/03, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on 11/2/98. The cancelled option was 100% exercisable. In exchange for the option, subject to the terms and conditions of the issuer's option exchange program, the reporting person will receive a replacement option on or about 12/29/03, to acquire 24,486 shares of issuer common stock, having an exercise price equal to the average of the high and low trading price of the underlying stock on the grant date.

2. On 6/28/03, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on 11/1/99. The cancelled option was 100% exercisable. In exchange for the option, subject to the terms and conditions of the issuer's option exchange program, the reporting person will receive a replacement option on or about 12/29/03, to acquire 3,037 shares of issuer common stock, having an exercise price equal to the average of the high and low trading price of the underlying stock on the grant date.

3. On 6/28/03, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on 11/1/00. The cancelled option was to be 100% exercisable on 10/31/03. In exchange for the option, subject to the terms and conditions of the issuer's option exchange program, the reporting person will receive a replacement option on or about 12/29/03, to acquire 949 shares of issuer common stock, having an exercise price equal to the average of the high and low trading price of the underlying stock on the grant date.

4. On 6/28/03, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on 11/2/98. The cancelled option was 100% exercisable. In exchange for the option, subject to the terms and conditions of the issuer's option exchange program, the reporting person will receive a replacement option on or about 12/29/03, to acquire 11,514 shares of issuer common stock, having an exercise price equal to the average of the high and low trading price of the underlying stock on the grant date.

5. On 6/28/03, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on 5/31/01. The cancelled option was exercisable as to 25,000 shares at the time of cancellation and exercisable as to 12,500 shares on 5/31/04. In exchange for the option, subject to the terms and conditions of the issuer's option exchange program, the reporting person will receive a replacement option on or about 12/29/03, to acquire 18,750 shares of issuer common stock, having an exercise price equal to the average of the high and low trading price of the underlying stock on the grant date.

6. On 6/28/03, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on 12/1/97. The cancelled option was 100% exercisable. In exchange for the option, subject to the terms and conditions of the issuer's option exchange program, the reporting person will receive a replacement option on or about 12/29/03, to acquire 51,055 shares of issuer common stock, having an exercise price equal to the average of the high and low trading price of the underlying stock on the grant date.

7. On 6/28/03, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on 9/21/99. The cancelled option was to be 100% exercisable on 9/21/03. In exchange for the option, subject to the terms and conditions of the issuer's option exchange program, the reporting person will receive a replacement option on or about 12/29/03, to acquire 48,484 shares of issuer common stock, having an exercise price equal to the average of the high and low trading price of the underlying stock on the grant date.

8. On 6/28/03, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on 10/29/99. The cancelled option was 100% exercisable. In exchange for the option, subject to the terms and conditions of the issuer's option exchange program, the reporting person will receive a replacement option on or about 12/29/03, to acquire 31,759 shares of issuer common stock, having an exercise price equal to the average of the high and low trading price of the underlying stock on the grant date.

9. On 6/28/03, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on 11/1/99. The cancelled option was 100% exercisable. In exchange for the option, subject to the terms and conditions of the issuer's option exchange program, the reporting person will receive a replacement option on or about 12/29/03, to acquire 23,145 shares of issuer common stock, having an exercise price equal to the average of the high and low trading price of the underlying stock on the grant date.

10. On 6/28/03, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on 9/21/99. The cancelled option was to be 100% exercisable on 9/21/03. In exchange for the option, subject to the terms and conditions of the issuer's option exchange program, the reporting person will receive a replacement option on or about 12/29/03, to acquire 48,486 shares of issuer common stock, having an exercise price equal to the average of the high and low trading price of the underlying stock on the grant date.

11. On 6/28/03, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on 10/31/00. The cancelled option was to be 100% exercisable on 10/31/03. In exchange for the option, subject to the terms and conditions of the issuer's option exchange program, the reporting person will receive a replacement option on or about 12/29/03, to acquire 18,672 shares of issuer common stock, having an exercise price equal to the average of the high and low trading price of the underlying stock on the grant date.

12. On 6/28/03, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on 11/1/00. The cancelled option was to be 100% exercisable on 10/31/03. In exchange for the option, subject to the terms and conditions of the issuer's option exchange program, the reporting person will receive a replacement option on or about 12/29/03, to acquire 7,261 shares of issuer common stock, having an exercise price equal to the average of the high and low trading price of the underlying stock on the grant date.

	Laura N. Owen	06/28/2003
	** Signature of Reporting Person	Date
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