May 21, 2014
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Mr. Larry M. Spirgel
| Re: | ADTRAN, Inc. |
| Form 10-K for the Fiscal Year Ended December 31, 2013 |
| Filed February 27, 2014 |
| SEC Comment Letter Dated April 24, 2014 |
| File No. 000-24612 |
Ladies and Gentlemen:
This correspondence is in response to the letter to ADTRAN, Inc. (the “Company”), dated April 24, 2014 (the “Comment Letter”) from Larry M. Spirgel, Assistant Director, Division of Corporation Finance of the Securities and Exchange Commission.
In connection with the letter from McKenna, Long & Aldridge LLP, as counsel to the Company, filed on the date hereof in response to the Comment Letter, and as required by the Comment Letter, the Company hereby acknowledges that:
| • | the Company is responsible for the adequacy and accuracy of the disclosure in the filings reviewed by the Staff; |
| • | Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing; and |
| • | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, |
| /s/ James E. Matthews |
| James E. Matthews, Chief Financial Officer |
cc: Thomas R. Stanton
Thomas Wardell