INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR                           DEPARTMENT OF THE TREASURY
P. O. BOX 1055
ATLANTA, GA 30370


JUNE 8, 1995                                    Employer Identification Number:
                                                     63-0918200
                                                File Folder Number
                                                     630008205
                                                Person to Contact:
ADTRAN, INC.                                         KSHAMA KAKADE
901 EXPLORER BLVD.                              Contact Telephone Number:
HUNTSVILLE, AL 35806                                 (404-331-0909)
                                                Plan Name:
                                                  ADTRAN, INC. 401 (K) EMPLOYEE
                                                SAVINGS PLAN
                                                Plan Number: 001

Dear Applicant:

     We have made a  favorable  determination  on your plan,  identified  above,
based on the  information  supplied.  Please keep this letter in your  permanent
records.

     Continued  qualification  of the plan under its present form will depend on
its  effect  in  operation.  (See  section  1.401-1(b)  (3)  of the  Income  Tax
Regulations.) We will review the status of the plan in operation periodically.

     The  enclosed   document   explains  the  significance  of  this  favorable
determination  letter,  points out some  features  that may affect the qualified
status  of your  employee  retirement  plan,  and  provides  information  on the
reporting  requirements  for your  plan.  It also  describes  some  events  that
automatically nullify it. It is very important that you read the publication.

     This  letter  relates  only to the status of your plan  under the  Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
     This  determination  letter is applicable for the  amendment(s)  adopted on
June 16, 1994.

     This  plan has been  mandatorily  disaggregated,  permissively  aggregated,
or restructured to satisfy the nondiscrimination requirements.

     This plan satisfies the  nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)  (2) of the  regulations  on the basis of a  design-based  safe
harbor described in the regulations.

     This letter is issued under  Rev.Proc.93-39  and considers  the  amendments
required by the Tax Reform Act of 1986  except as  otherwise  specified  in this
letter.

     This plan satisfies the nondiscriminatory current availability requirements
of section 1.401 (a) (4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group.  For this purpose, the plan's, coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.

     This  letter  may not be  relied  upon with  respect  to  whether  the plan
satisfies  the  qualification  requirements  as  amended  by the  Uruguay  Round
Agreements Act, Pub. L. 103-465.


     We have sent a copy of this letter to your  representative  as indicated in
the power of attorney.

     If you have  questions  concerning  this matter,  please contact the person
whose name and telephone number are shown above.

                                Sincerely yours,


                                /s/ Nelson A. Brooke
                                    Nelson A. Brooke
                                    District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
     for Employee Benefit Plans