8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549


FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  July 14, 2008


ADTRAN, Inc.
(Exact name of registrant as specified in its charter)

Delaware	0-24612	63-0918200
(State of Incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

901 Explorer Boulevard, Huntsville, Alabama 35806-2807(Address of principal executive offices, including zip code)


(256) 963-8000
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.     Results of Operations and Financial Condition.

On July 14, 2008, ADTRAN, Inc. announced its financial results for the fiscal quarter ended June 30, 2008 and certain other information.

ADTRAN also announced that its Board of Directors declared a quarterly cash dividend. The quarterly cash dividend is $0.09 per common share to be paid to holders of record at the close of business on July 31, 2008.  The ex-dividend date is July 29, 2008 and the payment date is August 14, 2008.

A copy of ADTRAN's press release announcing such financial results and other information is attached as Exhibit 99.1 hereto and incorporated by reference herein.

In addition, ADTRAN has posted supplemental information regarding revenues by product category, subcategory and segment for the fiscal quarter ended June 30, 2008 on the Investor Relations page of its website, www.adtran.com.  A copy of the supplemental information is attached as Exhibit 99.2 hereto and incorporated by reference herein.

Item 9.01.     Financial Statements and Exhibits.

(c)	Exhibits.
The following exhibits are furnished as part of this Current Report on Form 8-K.

Exhibit Number		Description
	99.1	Press Release dated July 14, 2008.
	99.2	Revenues by product and segment classification

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 14, 2008.

ADTRAN, Inc.

(Registrant)

By: /s/ James E. Matthews

James E. Matthews

Senior Vice President – Finance,

Chief Financial Officer, Treasurer,

Secretary and Director

EXHIBIT INDEX

Exhibit Number		Description
	99.1	Press Release dated July 14, 2008.
	99.2	Revenues by product and segment classification

EX-99.1

EXHIBIT 99.1

ADTRAN, Inc. Reports Second Quarter 2008 Results and Declares Quarterly Cash Dividend

HUNTSVILLE, Ala.--(BUSINESS WIRE)--ADTRAN, Inc. (NASDAQ:ADTN) reported results for the second quarter of 2008. Sales increased to $131,183,000 compared to $123,674,000 for the second quarter of 2007. Operating income increased 20% for the quarter to $33,470,000 compared to $27,858,000 for the second quarter of 2007. Net income was $22,414,000 for the quarter compared to $19,843,000 for the second quarter of 2007. Earnings per share, assuming dilution, were $0.34 for the quarter compared to $0.28 for the second quarter of 2007.

ADTRAN Chief Executive Officer Tom Stanton stated, “For the quarter, our growth businesses - Broadband Access, Optical Access and Internetworking - again achieved record revenues, growing 39% year-over-year. Broadband Access achieved its third consecutive record level with 55% year-over-year revenue growth. Optical Access saw 36% year-over-year revenue growth for the quarter and Internetworking achieved its seventh record revenue level within the last eight quarters. Despite a slow enterprise environment and constrained spending by some carrier customers, the Company continued to perform well in executing on existing business and securing new opportunities for future growth.”

The Company also reported that the provision for income taxes in the second quarter of 2008 continued to be unusually high due to delays in federal legislation required to extend research tax credits for the 2008 year.

The Company also announced that its Board of Directors declared a cash dividend for the second quarter of 2008. The quarterly cash dividend is $0.09 per common share to be paid to holders of record at the close of business on July 31, 2008. The ex-dividend date is July 29, 2008 and the payment date is August 14, 2008.

The Company also confirmed that its second quarter conference call will be held Tuesday, July 15, 2008 at 9:30 a.m. Central Time. This conference call will be web cast live through StreetEvents.com. To listen, simply visit the Investor Relations site at http://www.adtran.com or http://streetevents.com approximately 10 minutes prior to the start of the call and click on the conference call link provided.

An online replay of the conference call will be available for seven days at http://streetevents.com. In addition, an online replay of the conference call, as well as the text of the Company's earnings release, will be available on the Investor Relations site at http://www.adtran.com for at least 12 months following the call.

ADTRAN, Inc. is a leading global provider of networking and communications equipment, with a portfolio of more than 1,700 solutions for use in the last mile of today's telecommunications networks. Widely deployed by carriers and enterprises alike, ADTRAN solutions enable voice, data, video, and Internet communications across copper, fiber, and wireless network infrastructures. ADTRAN solutions are currently in use by every major U.S. service provider and many global ones, as well as by thousands of public, private and governmental organizations worldwide.

For more information, contact the company at 800 9ADTRAN (800 923-8726) or via email at info@adtran.com. On the Web, visit www.adtran.com.

This press release contains forward-looking statements which reflect management’s best judgment based on factors currently known. However, these statements involve risks and uncertainties, including the successful development and market acceptance of new products, the degree of competition in the market for such products, the product and channel mix, component costs, manufacturing efficiencies, and other risks detailed in our annual report on Form 10-K for the year ended December 31, 2007. These risks and uncertainties could cause actual results to differ materially from those in the forward-looking statements included in this press release.

Condensed Balance Sheet
Unaudited
(In thousands)
		June 30,		December 31,
		2008		2007
Assets
Cash and cash equivalents	$	57,854	$	13,941
Short-term investments		120,915		148,416
Accounts receivable, net		62,688		70,667
Other receivables		2,854		3,085
Inventory, net		49,825		48,546
Prepaid expenses		1,704		2,023
Deferred tax assets, net		8,126		7,659
Total current assets		303,966		294,337
Property, plant and equipment, net		75,776		75,969
Deferred tax assets, net		3,196		1,113
Other assets		110		505
Long-term investments		123,120		107,296
Total assets	$	506,168	$	479,220
Liabilities and Stockholders’ Equity
Accounts payable	$	24,545	$	22,200
Unearned revenue		6,265		5,361
Accrued expenses		4,186		3,801
Accrued wages and benefits		10,623		10,497
Income tax payable, net		5,739		1,217
Total current liabilities		51,358		43,076
Other non-current liabilities		10,028		9,213
Bonds payable		48,500		48,500
Total liabilities		109,886		100,789
Stockholders’ equity		396,282		378,431
Total liabilities and stockholders’ equity	$	506,168	$	479,220

Consolidated Statements of Income
(In thousands, except per share data)
Unaudited
		Three Months			Three Months			Six Months			Six Months
		Ended			Ended			Ended			Ended
		June 30, 2008			June 30, 2007			June 30, 2008			June 30, 2007
Sales	$	131,183		$	123,674		$	251,068		$	233,986
Cost of sales		51,789			50,115			101,434			94,637
Gross profit		79,394			73,559			149,634			139,349
Selling, general and administrative expenses		25,709			26,155			51,256			52,631
Research and development expenses		20,215			19,546			39,768			37,904
Operating income		33,470			27,858			58,610			48,814
Interest and dividend income		2,219			3,006			4,502			5,914
Interest expense		(660	)		(626	)		(1,279	)		(1,245	)
Net realized investment gain (loss)		(15	)		185			(104	)		268
Other income, net		339			199			466			497
Life insurance proceeds		-			-			-			1,000
Income before provision for income taxes		35,353			30,622			62,195			55,248
Provision for income taxes		(12,939	)		(10,779	)		(22,734	)		(18,477	)
Net income	$	22,414		$	19,843		$	39,461		$	36,771
Weighted average shares outstanding
Basic		64,239			68,797			64,419			69,073
Diluted (1)		65,340			70,267			65,400			70,583
Earnings per common share
Basic	$	0.35		$	0.29		$	0.61		$	0.53
Diluted (1)	$	0.34		$	0.28		$	0.60		$	0.52
(1) Assumes exercise of dilutive stock options calculated under the treasury stock method.

Supplemental Information
Stock Based Compensation Expense
(In thousands)
		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2008			2007			2008			2007
Stock-based compensation expense included in cost of sales	$	79		$	94		$	158		$	187
Selling, general and administrative expense		889			1,120			1,843			2,199
Research and development expense		992			1,082			1,998			2,149
Stock-based compensation expense included in operating expenses		1,881			2,202			3,841			4,348
Total stock-based compensation expense		1,960			2,296			3,999			4,535
Tax benefit for expense associated with non-qualified options		(196	)		(230	)		(404	)		(416	)
Total stock-based compensation expense, net of tax	$	1,764		$	2,066		$	3,595		$	4,119

Consolidated Statements of Cash Flow
For the Six Months Ended June 30,
Unaudited
(In thousands)
		2008			2007
Cash flows from operating activities:
Net income	$	39,461		$	36,771
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,823			5,336
Amortization of net premium on available-for-sale investments		873			1,153
Net realized loss (gain) on long-term investments		104			(268	)
Loss (gain) on disposal of property, plant and equipment		(15	)		70
Stock-based compensation expense		3,999			4,535
Deferred income taxes		(1,411	)		(2,159	)
Tax benefits from stock option exercises		456			3,787
Excess tax benefits from stock-based compensation arrangements		(247	)		(2,842	)
Change in operating assets and liabilities:
Accounts receivable, net		7,979			(9,653	)
Other receivables		231			3,130
Income tax receivable, net		-			1,446
Inventory, net		(1,279	)		10,327
Prepaid expenses		714			929
Accounts payable		2,345			(3,095	)
Accrued expenses and other liabilities		2,230			2,082
Income tax payable, net		4,522			439
Net cash provided by operating activities		64,785			51,988
Cash flows from investing activities:
Purchases of property, plant and equipment		(4,615	)		(3,816	)
Proceeds from sales and maturities of available-for-sale investments		120,232			98,980
Purchases of available-for-sale investments		(112,590	)		(116,650	)
Net cash provided by (used in) investing activities		3,027			(21,486	)
Cash flows from financing activities:
Proceeds from stock option exercises		1,724			12,921
Purchases of treasury stock		(14,871	)		(52,289	)
Dividend payments		(11,624	)		(12,465	)
Excess tax benefits from stock-based compensation arrangements		247			2,842
Net cash used in financing activities		(24,524	)		(48,991	)
Net increase (decrease) in cash and cash equivalents		43,288			(18,489	)
Effect of exchange rate changes		625			403
Cash and cash equivalents, beginning of period		13,941			40,147
Cash and cash equivalents, end of period	$	57,854		$	22,061

CONTACT:
ADTRAN, Inc.
Jim Matthews, 256-963-8775
Senior Vice President/CFO
or
INVESTOR SERVICES/ASSISTANCE:
Gayle Ellis, 256-963-8220

EX-99.2

EXHIBIT 99.2

ADTRAN, INC. (In thousands)
	Three Months Ended June 30, 2008			Three Months Ended June 30, 2007			Six Months Ended June 30, 2008			Six Months Ended June 30, 2007
Product Revenues Based on New Categories:
Loop Access	$	51,728		$	55,003		$	99,425		$	106,251
Carrier Systems		57,684			46,491			108,886			86,055
Business Networking		21,771			22,180			42,757			41,680
	$	131,183		$	123,674		$	251,068		$	233,986
Subcategories included in above:
Broadband Access (included in Carrier Systems)	$	31,309		$	20,163		$	59,911		$	38,434
Optical Access (included in Carrier Systems)		13,383			9,833			24,549			18,450
Internetworking (Netvanta & Multi-service Access Gateway) (included in Business Networking)		15,986			13,591			30,899			24,683
Growth Products		60,678			43,587			115,359			81,567
Percentage of Total Revenue		46	%		35	%		46	%		35	%
HDSL (does not include T1) (included in Loop Access)		45,348			46,319			87,298			90,071
Other products		25,157			33,768			48,411			62,348
Traditional Products		70,505			80,087			135,709			152,419
Percentage of Total Revenue		54	%		65	%		54	%		65	%
	$	131,183		$	123,674		$	251,068		$	233,986
Segment Revenues:
Carrier Networks	$	104,591		$	93,288		$	199,063		$	177,734
Enterprise Networks		26,592			30,386			52,005			56,252
	$	131,183		$	123,674		$	251,068		$	233,986
Sales by Geographic Region:
United States	$	123,422		$	115,419		$	236,861		$	217,891
International		7,761			8,255			14,207			16,095
	$	131,183		$	123,674		$	251,068		$	233,986