SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __________)

Filed by the Registrant [X]

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Under Rule 14a-12

ADTRAN, INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

[LOGO APPEARS HERE]

NOTICE OF ANNUAL MEETING

AND

PROXY STATEMENT

[LOGO APPEARS HERE][Letter Head of Adtran]

March 11, 2002

Dear Stockholder:

You are cordially invited to attend the 2002 Annual Meeting of
Stockholders of ADTRAN, Inc. to be held at the Company's headquarters at 901
Explorer Boulevard, Huntsville, Alabama, on Tuesday, April 16, 2002, at
10:30 a.m., local time. The meeting will be held in the East Tower on the
second floor.

The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the meeting. During the meeting, we also
will report on the operations of the Company during the past year and our plans
for the future. Directors and officers of the Company, as well as
representatives from the Company's independent accountants,
PricewaterhouseCoopers LLP, will be present to respond to appropriate questions
from stockholders.

Please mark, date, sign and return your proxy card in the enclosed
envelope at your earliest convenience. This will assure that your shares will
be represented and voted at the meeting, even if you do not attend.

Sincerely,

/s/ MARK C. SMITH

MARK C. SMITH
Chairman of the Board
and Chief Executive Officer

ADTRAN, Inc.
901 Explorer Boulevard
Huntsville, Alabama 35806

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 16, 2002

NOTICE HEREBY IS GIVEN that the 2002 Annual Meeting of Stockholders of
ADTRAN, Inc. (the "Company") will be held at the Company's headquarters at 901
Explorer Boulevard, Huntsville, Alabama, on the second floor of the East Tower,
on Tuesday, April 16, 2002, at 10:30 a.m., local time, for the purposes of
considering and voting upon:

1. A proposal to elect eight directors to serve until the 2003 Annual
Meeting of Stockholders;

2. A proposal to ratify the appointment of PricewaterhouseCoopers LLP as
independent accountants of the Company for the fiscal year
ending December 31, 2002; and

3. Such other business as properly may come before the Annual Meeting
or any adjournments thereof. The Board of Directors is not aware of
any other business to be presented to a vote of the stockholders at
the Annual Meeting.

Information relating to the above matters is set forth in the attached
Proxy Statement. Stockholders of record at the close of business on March 1,
2002 are entitled to receive notice of and to vote at the Annual Meeting and
any adjournments thereof.

By Order of the Board of Directors.

/s/ MARK C. SMITH

MARK C. SMITH
Chairman of the Board
and Chief Executive Officer

Huntsville, Alabama
March 11, 2002

PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN PROMPTLY COMPLETE, EXECUTE
AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.
IF YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE THE PROXY CARD AND VOTE IN
PERSON IF YOU SO DESIRE.

ADTRAN, Inc.
901 Explorer Boulevard
Huntsville, Alabama 35806

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 16, 2002

This Proxy Statement is furnished to the stockholders of ADTRAN, Inc. (the
"Company") in connection with the solicitation of proxies by the Board of
Directors of the Company to be voted at the 2002 Annual Meeting of Stockholders
and at any adjournments thereof (the "Annual Meeting"). The Annual Meeting will
be held at the headquarters of the Company, 901 Explorer Boulevard, Huntsville,
Alabama, on Tuesday, April 16, 2002, at 10:30 a.m., local time. The meeting
will be held in the East Tower on the second floor.

The approximate date on which this Proxy Statement and form of proxy card
are first being sent or given to stockholders is March 11, 2002.

VOTING

General

The securities that can be voted at the Annual Meeting consist of common
stock of the Company, $.01 par value per share (the "Common Stock"), with each
share entitling its owner to one vote on each matter submitted to the
stockholders. The record date for determining the holders of Common Stock who
are entitled to receive notice of and to vote at the Annual Meeting is March 1,
2002. On the record date, 39,197,322 shares of Common Stock were outstanding
and eligible to be voted at the Annual Meeting.

Quorum and Vote Required

The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock of the Company is necessary to constitute a quorum at
the Annual Meeting. In counting the votes to determine whether a quorum exists
at the Annual Meeting, the proposal receiving the greatest number of all votes
"for" or "against" and abstentions (including instructions to withhold
authority to vote) will be used.

In voting with regard to the proposal to elect directors (Proposal 1),
stockholders may vote in favor of all nominees, withhold their votes as to all
nominees or withhold their votes as to specific nominees. The vote required to
approve Proposal 1 is governed by Delaware law and is a plurality of the votes
cast by the holders of shares represented and entitled to vote at the Annual
Meeting, provided a quorum is present. As a result, in accordance with Delaware
law, votes that are withheld will be counted in determining whether a quorum is
present but will have no other effect on the election of directors.

In voting with regard to the proposal to ratify the directors' appointment
of independent accountants (Proposal 2), stockholders may vote in favor of the
proposal or against the proposal or may abstain from voting. The vote required
to approve Proposal 2 is governed by Delaware law and is the affirmative vote
of the holders of a majority of the shares represented and entitled to vote at
the Annual Meeting, provided a quorum is present. As a result, abstentions will
be considered in determining

whether a quorum is present and the number of votes required to obtain the
necessary majority vote and therefore, will have the same legal effect as
voting against the proposal.

Under the rules of the New York and American Stock Exchanges (the
"Exchanges") that govern most domestic stock brokerage firms, member firms that
hold shares in street name for beneficial owners may, to the extent that such
beneficial owners do not furnish voting instructions with respect to any or all
proposals submitted for stockholder action, vote in their discretion upon
proposals which are considered "discretionary" proposals under the rules of the
Exchanges. Member brokerage firms that have received no instructions from their
clients as to "non-discretionary" proposals do not have discretion to vote on
these proposals. Although "broker non-votes" will be considered in determining
whether a quorum exists at the Annual Meeting, "broker non-votes" will not be
considered as votes cast in determining the outcome of any proposal. The
Company believes that Proposal 1 and Proposal 2 are discretionary.

As of March 1, 2002 (the record date for the Annual Meeting), the
directors and executive officers of the Company beneficially owned or
controlled approximately 18,510,281 shares of Common Stock of the Company,
constituting approximately 47.2% of the outstanding Common Stock. The Company
believes that these holders will vote all of their shares of Common Stock in
favor of each of the proposals and, therefore, that the presence of a quorum
and the approval of the proposals is reasonably assured.

Proxies

Stockholders should specify their choices with regard to each of the
proposals on the enclosed proxy card. All properly executed proxy cards
delivered by stockholders to the Company in time to be voted at the Annual
Meeting and not revoked will be voted at the Annual Meeting in accordance with
the directions noted on the proxy card. In the absence of such instructions,
the shares represented by a signed and dated proxy card will be voted "FOR" the
election of all director nominees and "FOR" the ratification of the appointment
of independent accountants. If any other matters properly come before the
Annual Meeting, the persons named as proxies will vote upon such matters
according to their judgment.

Any stockholder delivering a proxy has the power to revoke it at any time
before it is voted (i) by giving written notice to Charlene Little, Assistant
Secretary of the Company, at 901 Explorer Boulevard, Huntsville, Alabama 35806
(for overnight delivery) or at P.O. Box 140000, Huntsville, Alabama 35814-4000
(for mail delivery), (ii) by executing and delivering to Ms. Little a proxy
card bearing a later date or (iii) by voting in person at the Annual Meeting;
provided, however, that under the rules of the Exchanges and the Nasdaq
National Market, any beneficial owner of the Company's Common Stock whose
shares are held in street name by a member brokerage firm may revoke his proxy
and vote his shares in person at the Annual Meeting only in accordance with
applicable rules and procedures of the Exchanges or the Nasdaq National Market,
as employed by the beneficial owner's brokerage firm.

In addition to soliciting proxies through the mail, the Company may
solicit proxies through its directors, officers and employees in person and by
telephone or facsimile. Brokerage firms, nominees, custodians and fiduciaries
also may be requested to forward proxy materials to the beneficial owners of
shares held of record by them. All expenses incurred in connection with the
solicitation of proxies will be borne by the Company.

Share Ownership of Principal Stockholders and Management

The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of February 15, 2002, by (i) each
person known to the Company to be the beneficial owner of more than 5% of the
Company's Common Stock, (ii) each director of the Company, (iii) each of

the executive officers of the Company named in the Summary Compensation Table
herein and (iv) all directors and executive officers of the Company as a group,
based in each case on information furnished to the Company by such persons.
The Company believes that each of the named individuals and each director and
executive officer included in the group has sole voting and investment power
with regard to the shares shown except as otherwise noted.

Common Stock
Beneficially Owned (1)
-----------------------------------
Name and Number Percent
Relationship to Company of Shares of Class
----------------------- --------- --------

Mark C. Smith (2)
Chairman of the Board, Chief Executive
Officer.......................................... 12,498,800 (3) 31.9%
Lonnie S. McMillian (2)
Secretary and Director........................... 5,306,472 (3) 13.5%
Howard A. Thrailkill
President, Chief Operating Officer
and Director..................................... 173,750 (1) *
James L. North
Director......................................... 148,000 (1) *
Thomas R. Stanton
Senior Vice President and General
Manager, Carrier Networks........................ 86,072 (1) *
Steven L. Harvey
Vice President - Competitive Service
Provider and Enterprise Networks Sales........... 77,500 (1) *
Robert A. Fredrickson
Vice President - Carrier Networks Sales.......... 74,274 (1)(3) *
Roy J. Nichols
Director......................................... 49,000 (1)(3) *
William L. Marks
Director......................................... 24,364 (1) *
W. Frank Blount
Director......................................... 20,000 (1) *
Richard A. Anderson
Director......................................... - (4) *
All directors and executive officers as a group
(17 persons)..................................... 18,627,531 (1)(3) 47.5%

- -------------------
* Represents less than one percent of the outstanding shares of Common Stock
of the Company.

(1) Beneficial ownership as reported in the table has been determined in
accordance with Securities and Exchange Commission ("SEC") regulations and
includes shares of Common Stock of the Company that may be issued upon
the exercise of stock options that are exercisable within 60 days of
December 31, 2001 as follows: Mr. Thrailkill - 153,750 shares; Mr. North
- 21,000 shares; Mr. Stanton - 83,172 shares; Mr. Harvey - 77,500
shares; Mr. Fredrickson - 63,374 shares; Mr. Nichols - 21,000 shares;
Mr. Marks - 21,000 shares; Mr. Blount - 20,000 shares; and all directors
and executive officers as a group - 601,996 shares. Pursuant to SEC
regulations, all shares not currently outstanding which are subject to
options exercisable within 60 days are deemed to be outstanding for the
purpose of computing "Percent of Class" held by the holder thereof but
are not deemed to be outstanding for the purpose of computing the
"Percent of Class" held by any other stockholder of the Company.

(2) The address of Messrs. Smith and McMillian is 901 Explorer Boulevard,
Huntsville, Alabama 35806.

(3) The shares shown include: as to Mr. Smith, 12,498,800 shares held jointly
with his wife; as to Mr. McMillian, 1,604,638 shares held by trusts for
which Mr. McMillian is the trustee, 2,398,600 shares held jointly with
his wife, 189,285 shares owned by his wife and 962,500 shares owned by a
private foundation (as to which beneficial ownership is disclaimed); as
to Mr. Nichols, 28,000 shares held in two trusts; as to Mr. Fredrickson,
6,000 shares owned by his daughters; and as to all directors and
executive officers as a group, 14,911,799 shares held jointly with
spouses, 195,295 shares owned by spouses and other immediate family
members and 1,632,638 shares held by trusts for which an executive
officer or director is a beneficiary or trustee.

(4) Mr. Anderson was elected as a director by the Board of Directors on
February 14, 2002.

PROPOSAL 1 - ELECTION OF DIRECTORS

Nominees

In February 2002, the Board of Directors increased the authorized number
of directors of the Company to nine and elected Richard A. Anderson as a
director, in accordance with the bylaws of the Company. The Board has nominated
Mark C. Smith, Lonnie S. McMillian, Howard A. Thrailkill, Richard A. Anderson,
W. Frank Blount, William L. Marks, Roy J. Nichols and James L. North for
re-election as directors at the 2002 Annual Meeting. Each of the nominees is
currently a director of the Company. If re-elected as a director at the Annual
Meeting, each of the nominees would serve a one year term expiring at the 2003
Annual Meeting of Stockholders and until his successor has been duly elected
and qualified. There are no family relationships among the directors or the
executive officers.

Each of the nominees has consented to serve another term as a director if
re-elected. If any of the nominees should be unavailable to serve for any
reason (which is not anticipated), the Board of Directors may designate a
substitute nominee or nominees (in which event the persons named on the
enclosed proxy card will vote the shares represented by all valid proxy cards
for the election of such substitute nominee or nominees), allow the vacancies
to remain open until a suitable candidate or candidates are located, or by
resolution provide for a lesser number of directors.

Due to the increase in the number of directors, one vacancy on the Board
will remain following the Annual Meeting while the Board seeks an appropriate
candidate to fill the vacant seat. Stockholders may only vote their shares at
the Annual Meeting to elect eight individuals as directors.

The Board of Directors unanimously recommends that the stockholders vote
"FOR" the proposal to re-elect Mark C. Smith, Lonnie S. McMillian, Howard A.
Thrailkill, Richard A. Anderson, W. Frank Blount, William L. Marks, Roy J.
Nichols and James L. North as directors for a one year term expiring at the
2003 Annual Meeting of Stockholders and until their successors have been duly
elected and qualified.

Information Regarding Nominees for Director

Set forth below is certain information as of February 15, 2002, regarding
the eight nominees for director, including their ages and principal occupations
(which have continued for at least the past five years unless otherwise noted).

MARK C. SMITH is one of the co-founders of the Company and has served as
Chairman of the Board and Chief Executive Officer of the Company since it
commenced operations in January 1986. He also served as President of the
Company from 1986 until November 1995. Mr. Smith is 61.

LONNIE S. MCMILLIAN is one of the co-founders of the Company and currently
serves as director and Secretary of the Company. Mr. McMillian has served as
Secretary and director of the Company since 1986. Mr. McMillian served as
Senior Vice President of the Company from January 1996 until his retirement
from ADTRAN in June 2001. Mr. McMillian served as Vice President - Engineering
of the Company from January 1986 until August 1996 and as Treasurer of the
Company from January 1986 to January 1997. Mr. McMillian is 73.

HOWARD A. THRAILKILL joined the Company in 1992 as Executive Vice
President and Chief Operating Officer. In November 1995, Mr. Thrailkill was
elected President of the Company. Mr. Thrailkill has served as a director of
the Company since October 1995. Mr. Thrailkill is 63.

RICHARD A. ANDERSON has served as President-Customer Markets of BellSouth
Corporation, with responsibility for all domestic local and long distance
wireline retail operations, since 1999. From 1993 to 1999, Mr. Anderson held a
number of positions with BellSouth, including President-Interconnection
Services, President-BellSouth Business Systems, Vice President-Marketing, and
Group President-BellSouth Business. In 1988, following BellSouth's acquisition
of Universal Communication Systems, he was appointed Vice President-Product
Management for Universal Communication Systems and then promoted to Executive
Vice President and Chief Operating Officer in 1989, in which position he led
the transition to an integrated equipment services entity for BellSouth. He
originally joined South Central Bell in Nashville, Tennessee as an Account
Executive in 1981, where he held sales management positions of increasing
responsibility with BellSouth and AT&T in the cities of Memphis, Birmingham,
Louisville and Nashville. Mr. Anderson serves on the boards of The Atlanta
Ballet, SciTrek, Camp Twin Lakes, and the Dean's Advisory Council for Murray
State University College of Business and Public Affairs. Mr. Anderson was
elected to the Board of Directors of the Company in February 2002. Mr. Anderson
is 43.

W. FRANK BLOUNT has served as Chairman and Chief Executive Officer of JI
Ventures, a high tech venture capital fund, since May 2000. He also served as
Chairman and Chief Executive Officer of Cypress Communications, Inc., a leading
building-centric communications provider, from June 2000 to February 2002. Mr.
Blount served as Chief Executive Officer and as a director of Telstra
Corporation, LTD, Australia's principal telecommunications company, from
January 1992 until March 1999. Prior to joining Telstra, he served in various
executive positions for AT&T Corp., including Group President from 1988 to
1991. He currently serves as a director of Caterpillar, Inc., Entergy
Corporation, Hanson plc, Global Light Communications, Inc. and Alcatel, Inc.
Mr. Blount has served as a director of the Company since April 1999. Mr. Blount
is 63.

WILLIAM L. MARKS has served as Chairman of the Board and Chief Executive
Officer of Whitney Holding Corp., the holding company for Whitney National Bank
of New Orleans, since 1990, and served in various executive and management
capacities with AmSouth Bank, N.A. from 1984 to 1990. Mr. Marks currently
serves as a director of CLECO Corp. and CLECO Power, LLC. Mr. Marks has served
as a director of the Company since 1993. Mr. Marks is 58.

ROY J. NICHOLS has served as Vice Chairman of the Board of Torch Concepts,
Inc., formerly known as InnoVerity, Inc., since January 2000, and as its Chief
Executive Officer since August 2000. He served as Vice Chairman of the Board,
President, Chief Executive Officer and Chief Technical Officer of Nichols
Research Corporation (a defense and information systems company), where he
worked from 1976 until its merger with Computer Sciences Corporation in
November 1999. Mr. Nichols also serves as a director of Sparta Corporation and
Applied Genomics, Inc. Mr. Nichols has served as a director of the Company
since 1994. Mr. Nichols is 63.

JAMES L. NORTH is an attorney with James L. North & Associates in
Birmingham, Alabama and has been counsel to the Company since the incorporation
of the Company in November 1985. Mr.

North has been a practicing attorney since 1965. Mr. North has served as a
director of the Company since 1993. Mr. North is 65.

Meetings and Committees of the Board of Directors

The Board of Directors conducts its business through meetings of the full
Board and through committees of the Board, consisting of an Audit Committee, a
Compensation Committee and a Stock Option Plan Committee. During the fiscal
year ended December 31, 2001, the Board of Directors held eight meetings and
the Audit Committee held five meetings. The Stock Option Plan Committee took
action at five of the meetings held by the Board of Directors, and the
Compensation Committee took action at three Board meetings. No director
attended less than 75% of the aggregate of meetings of the Board of Directors
and meetings of the committees of which he is a member.

The Audit Committee makes recommendations to the Board concerning the
appointment of the Company's independent accountants; reviews with such
accountants their audit plan, the scope and results of their audit engagement
and the accompanying management letter, if any; reviews the financial reports
and other financial information provided by the Company to the public or any
governmental body; consults with the independent accountants and the Company's
management with regard to the Company's accounting methods and the adequacy of
its internal accounting controls; approves professional services provided by
the independent accountants; reviews the independence of the independent
accountants; and reviews the range of the independent accountants' audit and
non-audit fees. The Audit Committee is composed of W. Frank Blount, William L.
Marks and Roy J. Nichols, each of whom is independent as defined by Rule
4200(a)(14) of the National Association of Securities Dealers' listing
standards.

The Compensation Committee is responsible for setting the compensation of
the Chairman of the Board and Chief Executive Officer and reviewing his
recommendations regarding the compensation of the Company's other executive
officers. The Compensation Committee is composed of William L. Marks, Roy J.
Nichols and James L. North.

The Stock Option Plan Committee is responsible for administering the
Company's 1996 Employees Incentive Stock Option Plan. The Stock Option Plan
Committee is composed of William L. Marks and Roy J. Nichols.

The Board of Directors as a whole functions as the nominating committee to
select management's nominees for election as directors of the Company. The
Board of Directors will consider stockholders' nominees for election as
directors at the Company's 2003 Annual Meeting of Stockholders if submitted to
the Company on or before November 11, 2002. See "Stockholder Proposals for 2003
Annual Meeting" below.

Audit Committee Report

The primary function of the Audit Committee is to assist the Board of
Directors in its oversight and monitoring of the Company's financial reporting
process. The Board of Directors of the Company adopted an Audit Committee
Charter in July 2000, which sets forth the responsibilities of the Audit
Committee. A copy of the Audit Committee Charter was filed with the Securities
and Exchange Commission (the "SEC") as an appendix to the Company's proxy
statement for its 2001 Annual Meeting of Stockholders.

The Audit Committee held five meetings during the fiscal year ended
December 31, 2001. Representatives of PricewaterhouseCoopers LLP, the Company's
independent accountants, attended each meeting. The Audit Committee reviewed
and discussed with management and PricewaterhouseCoopers LLP the Company's
audited financial statements for the fiscal year ended December 31, 2001 and
the

Company's unaudited quarterly financial statements for the quarters ended
March 31, June 30 and September 30, 2001. The Audit Committee also discussed
with PricewaterhouseCoopers LLP the matters required to be discussed by
Statement on Auditing Standards No. 61 (Codification of Statements on Auditing
Standards, AU [double section] 380).

The Audit Committee also received the written disclosures and the letter
from PricewaterhouseCoopers LLP that are required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees) and has
discussed with PricewaterhouseCoopers LLP its independence. The Audit Committee
reviewed the services provided by PricewaterhouseCoopers LLP for the fiscal
year ended December 31, 2001 and recommended to the Board of Directors that
PricewaterhouseCoopers LLP be engaged as the independent accountants of the
Company for the fiscal year ending December 31, 2002.

Based upon its review of the audited financial statements and the
discussions noted above, the Audit Committee recommended that the Board of
Directors include the audited financial statements in the Company's Annual
Report on Form 10-K for the year ended December 31, 2001 for filing with the
SEC.

Audit Committee:

W. Frank Blount
William L. Marks
Roy J. Nichols

Director Compensation

Non-employee directors of the Company are paid an annual fee of $10,000,
plus $1,000 for each Board meeting attended in person and $500 for attendance
at each Board meeting conducted by telephone. Non-employee directors are also
paid $500 for each committee meeting attended, whether in person or by
telephone. Directors who are employees of the Company receive no directors'
fees. All directors are reimbursed for their reasonable expenses in connection
with the performance of their duties.

Directors of the Company who are not employees of the Company are entitled
to participate in the Company's 1995 Directors Stock Option Plan (the
"Directors Plan"). As of February 15, 2002, there were a total of 200,000
shares reserved for issuance under the Directors Plan, of which 93,000 shares
were subject to outstanding options. The Directors Plan provides for the grant
of nonqualified stock options to directors who are not otherwise employees of
the Company. As of February 15, 2002, there were five directors eligible to
participate in the Directors Plan. The Directors Plan is administered by the
Board of Directors. Subject to the terms of the Directors Plan, the Board has
the authority to determine the terms and provisions of the option agreements,
to interpret the provisions of the Directors Plan, to prescribe, amend and
rescind any rules and regulations relating to the Directors Plan, and to make
all determinations necessary or advisable for the administration of the
Directors Plan.

Under the terms of the Directors Plan, an eligible director is granted a
nonqualified stock option to purchase 10,000 shares of Common Stock upon such
director's initial election to the Board, and receives an additional
nonqualified stock option to purchase 5,000 shares of Common Stock as of
December 31 of each subsequent calendar year in which the director is still
serving as an eligible director. The options have a term of ten years, and the
exercise price of the options is the fair market value of the Common Stock on
the date of grant. The exercise price may be paid in cash, shares of Common
Stock, or both. The options generally vest as of the first anniversary of the
grant date; however, all non-vested options previously granted to an eligible
director immediately vest upon such director becoming "Disabled" (as defined in
the Directors Plan), upon his death or upon a "Change in Control" of the
Company (as defined in the Directors Plan). Generally, unexercised options
terminate three months after

an optionee ceases serving as a director. However, the post-service exercise
period is extended to a year after termination due to "Disability," and
unexercised options terminate immediately if the Director is terminated for
"Cause" (as defined in the Directors Plan) prior to a "Change in Control." In
addition, if a director dies during service, or during a period following
termination of service when his options have not yet terminated as provided
above, the director's beneficiary can exercise the options for up to one year
after the date of the director's death. The options will not be exercisable
past their expiration date, however, regardless of the reason for termination
of the director's service. No options may be granted under the Directors Plan
more than ten years after its date of adoption. The Directors Plan will
terminate on the later of (a) the complete exercise or lapse of the last
outstanding option granted under the Directors Plan or (b) the last date upon
which options may be granted under the Directors Plan, subject to its earlier
termination by the Board at any time.

Effective December 20, 2001, the Board of Directors amended the Directors
Plan to permit the non-employee directors to participate in a stock option
exchange program effected by the Company. The stock option exchange program,
which is described in more detail in a Tender Offer Statement on Schedule TO
filed by the Company with the SEC on January 28, 2002, permitted option holders
who held options granted before September 30, 2000 with an exercise price of at
least $40.00 per share and who had not received options after July 23, 2001 to
tender these options in exchange for new options (the "New Options") to be
granted at least six months and two days after the cancellation of the tendered
options. To receive the New Options, the option holder must remain an employee
or director of the Company at the end of that six month and two day period.
Each New Option will be exercisable for a number of shares of Common Stock
equal to three shares for every four shares subject to the tendered option,
plus the remaining shares, if any, to the extent the tendered option is not
divisible by four. Pursuant to the amendment to the Directors Plan, the grant
of stock options scheduled to occur on December 31, 2001 was eliminated. Each
non-employee director as of December 31, 2001 participated in the stock option
exchange program and, pursuant to the amendment to the Director Plan, will be
granted an option exercisable for 5,000 shares of Common Stock following the
six month and two day period after the cancellation of all tendered options.
The Directors Plan was also amended to provide for the grant of New Options to
the non-employee directors who participated in the stock option exchange
program. Each New Option granted to a participating non-employee director will
be fully vested upon grant and will expire on the expiration date of the option
that was tendered in exchange for such New Option.

As a result of the amendment to the Directors Plan, for the fiscal year
ended December 31, 2001, no options were granted under the Directors Plan to
Messrs. Blount, Marks, Nichols and North, the four directors eligible to
participate in the plan at that date. Mr. Anderson, who was elected to the
Board on February 14, 2002, was granted an option to purchase 10,000 shares of
Common Stock under the Directors Plan.

EXECUTIVE COMPENSATION

Compensation Summary

The following table sets forth, for the fiscal years ended December 31,
2001, 2000 and 1999, the total compensation earned by the Company's Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Company who were serving as executive officers as of December
31, 2001 (collectively referred to as the "named executive officers"). For
information regarding the various factors considered by the Board of Directors
in determining the compensation of the Chief Executive Officer and, generally,
the other executive officers of the Company, see "Board of Directors' Report on
Executive Compensation" below.

Table 1: Summary Compensation Table
Long Term
---------
Annual Compensation Compensation
----------------------------------------------- ---------------
All Other Securities Under-
Name and Principal Position Year Salary (1) Bonus (2) Compensation (3) Lying Options (#)
- --------------------------- ------ ---------- --------- ---------------- -----------------

Mark C. Smith 2001 $ 308,288 $ - 0 - $ 5,100 - 0 -
Chairman of the Board and 2000 300,000 97,500 4,000 - 0 -
Chief Executive Officer 1999 278,252 287,819 4,000 - 0 -

Howard A. Thrailkill 2001 303,519 - 0 - 5,100 75,000
President and Chief Operating 2000 295,000 95,875 4,000 75,000
Officer 1999 273,000 284,275 4,000 75,000

Robert A. Fredrickson 2001 180,683 140,339 5,100 40,000
Vice President - Carrier 2000 175,000 284,620 4,000 40,000
Networks Sales 1999 159,588 279,015 4,000 45,000

Steven L. Harvey 2001 180,272 309,224 5,100 40,000
Vice President - Competitive 2000 175,000 316,172 4,000 40,000
Service Provider and 1999 159,588 221,244 4,000 45,000
Enterprise Networks Sales

Thomas R. Stanton 2001 265,365 - 0 - 5,100 60,000
Senior Vice President and 2000 250,000 125,000 4,000 60,000
General Manager, Carrier 1999 210,002 126,000 4,000 50,000
Networks

- ------------------------------

(1) Includes amounts deferred at the election of the executive officers
pursuant to the Company's Section 401(k) retirement plan.
(2) Includes amounts paid pursuant to the officer bonus plan and earned as
commissions on sales. No bonuses were awarded in fiscal 2001;
consequently, amounts indicated for 2001 consist solely of commissions on
sales.
(3) Consists of Company contributions to the executive officers' Section
401(k) retirement plan accounts.

Option Grants

The following table sets forth information regarding the number and terms
of stock options granted to the named executive officers during the fiscal year
ended December 31, 2001. Included in such information, in accordance with the
rules and regulations of the SEC, is the potential realizable value of each
option granted, calculated using the 5% and 10% option pricing model.

Table 2: Option Grants in Last
Fiscal Year

Individual Grants Potential Realization
- -------------------------------------------------------------------------------------- Value at Assumed
Annual Rates of Stock
Number of % of Total Price Appreciation for
Securities Options Option Term (4)
Underlying Granted to Exercise or --------------------------
Options Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) (2) Date (3) 5% ($) 10% ($)
- ---- ----------- ------------ ---------- -------- ------ -------

Mark C. Smith - 0 - - - - - -

Howard A. Thrailkill 75,000 (1) 5.2% $ 25.50 07/23/2011 $1,202,761 $3,048,032

Robert A. Fredrickson 40,000 (1) 2.8 25.50 07/23/2011 641,473 1,625,617

Steven L. Harvey 40,000 (1) 2.8 25.50 07/23/2011 641,473 1,625,617

Thomas R. Stanton 60,000 (1) 4.2 25.50 07/23/2011 962,209 2,438,426

- ---------------------

(1) The indicated number of options were granted to the named executive
officers on July 23, 2001 pursuant to the 1996 Employees Incentive Stock
Option Plan. Options for 25% of the shares vest on each anniversary of
the date of grant until fully vested.
(2) The exercise price of an option may be paid in cash, by delivery of
already owned shares of Common Stock of the Company, by instructing the
Company to retain shares of Common Stock upon exercise or by a
combination of the above, subject to certain conditions.
(3) The options were granted for a term of 10 years, subject to earlier
termination upon occurrence of certain events related to termination of
employment or change of control of the Company.
(4) Amounts represent hypothetical gains assuming exercise at the end of the
option term and assuming rates of stock price appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date. The 5% and 10% assumed rates of appreciation are
mandated by the rules of the SEC. These assumptions are not intended to
forecast future appreciation of the Company's stock price. The potential
realizable value computation does not take into account federal or state
income tax consequences of option exercises or sales of appreciated
stock. The actual gains, if any, on the stock option exercises will
depend on the future performance of the Company's Common Stock, the
optionee's continued employment through applicable vesting periods and
the date on which the options are exercised and the underlying shares are
sold. The closing price of the Company's Common Stock on March 1, 2002,
the record date, was $25.40 per share.

Option Exercises

The following table sets forth option exercises by the named executive
officers during the fiscal year ended December 31, 2001, including the
aggregate value of gains on the date of exercise. The table also sets forth (i)
the number of shares covered by options (both exercisable and unexercisable) as
of December 31, 2001 and (ii) the respective value for "in-the-money" options,
which represents the positive spread between the exercise price of existing
options and the fair market value of the Company's Common Stock at December 31,
2001.

Table 3: Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

Number of Securities
Underlying Unexercised Value of the Unexercised
Options at Fiscal In-the-Money Options at
Shares Year-End (#) Fiscal Year-End ($)
Acquired on Value ---------------------------- -----------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ----------- -------------

Mark C. Smith - 0 - $ - 0 - - 0 - - 0 - $ - 0 - $ - 0 -

Howard A. Thrailkill 10,000 213,500 153,750 221,250 198,015 129,885

Robert A. Fredrickson - 0 - - 0 - 61,374 123,252 75,623 87,700

Steven L. Harvey - 0 - - 0 - 76,500 121,000 82,739 87,518

Thomas R. Stanton - 0 - - 0 - 83,172 162,828 87,500 86,475

Board of Directors' Report on Executive Compensation

This Report on Executive Compensation of the Board of Directors of the
Company discusses the methods that were used to establish executive
compensation for the fiscal year ended December 31, 2001. The report
specifically reviews the methods employed in setting the compensation of the
Company's Chairman of the Board and Chief Executive Officer (the "Chief
Executive Officer") and generally with respect to all executive officers.

For 2001, the compensation of the Chief Executive Officer was established
by the Board of Directors without any reference to quantitative measures of
individual or Company performance but based instead solely on the Board's
subjective evaluation of the performance of the Chief Executive Officer and the
Company.

The compensation paid to the Company's other executive officers for 2001
was established by the Chief Executive Officer in his discretion and was
recommended by him to the Board of Directors for approval. Similar to the
establishment of the Chief Executive Officer's compensation by the Board of
Directors, the Chief Executive Officer based the compensation levels of the
other executive officers not on any quantitative measures of individual or
Company performance but upon his subjective evaluation of the performance of
the individual executive officers and the Company. The Board of Directors
approved

the recommendations of the Chief Executive Officer with regard to the 2001
compensation of each of the other executive officers of the Company.

In 1997, the Board of Directors established a bonus incentive compensation
program (the "Bonus Program") for certain executive officers of the Company.
Bonuses granted under the Bonus Program are determined by a formula based on
(i) targeted increases in per share after tax earnings of the Company from the
end of a fiscal year to the end of the following fiscal year and
(ii) achievement of specified operational targets on a divisional level such as
unit volume targets and revenue targets. In addition, from time to time, the
Chief Executive Officer has granted additional bonuses to executive officers
based upon his assessment of their individual performance. For fiscal 2001, the
Company did not award any individual performance bonuses or any bonuses under
the Bonus Program.

Limitations on the Deductibility of Executive Compensation

Pursuant to the Omnibus Budget Reconciliation Act of 1993, certain
non-performance-based compensation in excess of $1,000,000 to executives of
public companies is no longer deductible to these companies. Qualifying
performance-based incentive compensation, however, would be both deductible and
excluded for purposes of calculating the $1,000,000 compensation threshold. In
this regard, the Compensation Committee must determine whether any actions with
respect to this new limit should be taken by the Company. The Company's
executive compensation for 2001 did not exceed the legal limitations. The
Compensation Committee will continue to monitor this situation and will take
appropriate action if it is warranted in the future.

Compensation Committee:

Williams L. Marks
Roy J. Nichols
James L. North

Compensation Committee Interlocks and Insider Participation

James L. North, a partner in the law firm of James L. North & Associates,
is a director of the Company and as of December 31, 2001, beneficially owned
148,000 shares of the Common Stock of the Company. The Company paid James L.
North & Associates fees of $119,350 for legal services rendered to the Company
during 2001. All bills for services rendered by James L. North & Associates are
reviewed and approved by the Company's Chief Financial Officer. Management
believes that the fees for such services are comparable to those charged by
other firms for services rendered to the Company.

None of the Company's executive officers or directors serves as a member
of the board of directors or compensation committee of any entity that has one
or more of its executive officers serving as a member of the Company's board of
directors or compensation committee.

Certain Relationships and Related Transactions

For fiscal 2001, the Company received payments, directly and indirectly,
from BellSouth Corporation in the amount of approximately $26.4 million for
products supplied to BellSouth. Richard A. Anderson, a director of the Company,
is the President - Customer Markets of BellSouth.

STOCK PERFORMANCE GRAPH

The Company's Common Stock began trading on the Nasdaq National Market on
August 9, 1994. The price information reflected for the Company's Common Stock
in the following performance graph and accompanying table represents the
closing sales prices of the Common Stock for the period from December 31, 1996
through December 31, 2001 on an annual basis. The graph and the accompanying
table compare the cumulative total stockholders' return on the Company's Common
Stock with the Nasdaq Telecommunications Index and the Nasdaq US Index. The
calculations in the following graph and table assume that $100 was invested on
December 31, 1996 in each of the Company's Common Stock, the Nasdaq
Telecommunications Index and the Nasdaq US Index and also assume dividend
reinvestment. The closing sale price of the Common Stock on the Nasdaq National
Market was $25.40 per share on March 1, 2002.

Comparison of Cumulative Total Return
Among the Company, Nasdaq Telecommunications Index and Nasdaq US Index

[GRAPHIC APPEARS HERE]

12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01

ADTRAN, Inc. $100.00 $ 66.27 $ 44.13 $123.95 $ 51.20 $ 61.49
NASDAQ Telecommunications Index $100.00 $145.97 $241.58 $431.01 $183.57 $122.90
NASDAQ US Index $100.00 $122.48 $172.68 $320.89 $193.01 $153.15

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and regulations of the SEC thereunder require the Company's
directors, officers and persons who own more than 10% of the Company's Common
Stock, as well as certain affiliates of such persons, to file initial reports
of their ownership of the Company's Common Stock and subsequent reports of
changes in such ownership with the SEC. Directors, officers and persons owning
more than 10% of the Company's Common Stock are required by SEC regulations to
furnish the Company with copies of all Section 16(a) reports they file. Based
solely on its review of the copies of such reports received by it, the Company
believes that during the fiscal year ended December 31, 2001, its directors,
officers and owners of more than 10% of its Common Stock complied with all
applicable filing requirements.

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors of the Company, upon the recommendation of the
Audit Committee, has appointed the firm of PricewaterhouseCoopers LLP to serve
as independent accountants of the Company for the fiscal year ending December
31, 2002, and has directed that such appointment be submitted to the
stockholders of the Company for ratification at the Annual Meeting.
PricewaterhouseCoopers LLP has served as independent accountants of the Company
since 1986 and is considered by management of the Company to be well qualified.
If the stockholders do not ratify the appointment of PricewaterhouseCoopers
LLP, the Board of Directors will reconsider the appointment.

Representatives of PricewaterhouseCoopers LLP will be present at the
Annual Meeting and will have an opportunity to make a statement if they desire
to do so. They also will be available to respond to appropriate questions from
stockholders.

Fees Billed to the Company by PricewaterhouseCoopers LLP in 2001

Audit Fees

Audit fees for the fiscal year ended December 31, 2001 for the audit of
the Company's annual financial statements and the review of the financial
statements included in the Company's Quarterly Reports on Form 10-Q totaled
$156,350, of which $86,100 had been billed to the Company by
PricewaterhouseCoopers LLP as of December 31, 2001.

Financial Information Systems Design and Implementation Fees

The Company did not engage PricewaterhouseCoopers LLP to provide advice to
the Company regarding financial information systems design and implementation
during the fiscal year ended December 31, 2001.

All Other Fees

Fees billed to the Company by PricewaterhouseCoopers LLP during the fiscal
year ended December 31, 2001 for all other non-audit services rendered to the
Company, including benefit plan audit services, tax return preparation and
compliance services and executive compensation studies, totaled $430,334. The
Audit Committee of the Board of Directors has determined that the provision of
these services is compatible with the maintenance of the independence of
PricewaterhouseCoopers LLP.

The Board of Directors unanimously recommends that the stockholders vote
"FOR" the proposal to ratify the appointment of PricewaterhouseCoopers LLP as
independent accountants of the Company.

STOCKHOLDERS' PROPOSALS FOR 2003 ANNUAL MEETING

Proposals of stockholders, including nominations for the Board of
Directors, intended to be presented at the 2003 Annual Meeting of Stockholders
should be submitted by certified mail, return receipt requested, and must be
received by the Company at its executive offices in Huntsville, Alabama, on or
before November 11, 2002 to be eligible for inclusion in the Company's proxy
statement and form of proxy relating to that meeting and to be introduced for
action at the meeting. Any stockholder proposal must be in writing and must
comply with Rule 14a-8 under the Exchange Act and must set forth (i) a
description of the business desired to be brought before the meeting and the
reasons for conducting the business at the meeting, (ii) the name and address,
as they appear on the Company's books, of the stockholder submitting the
proposal, (iii) the class and number of shares that are beneficially owned by
such stockholder, (iv) the dates on which the stockholder acquired the shares,
(v) documentary support for any claim of beneficial ownership as required by
Rule 14a-8, (vi) any material interest of the stockholder in the proposal,
(vii) a statement in support of the proposal and (viii) any other information
required by the rules and regulations of the SEC.

OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING

The Board of Directors of the Company knows of no matters other than those
referred to in the accompanying Notice of Annual Meeting of Stockholders which
may properly come before the Annual Meeting. However, if any other matter
should be properly presented for consideration and voting at the Annual Meeting
or any adjournments thereof, it is the intention of the persons named as
proxies on the enclosed form of proxy card to vote the shares represented by
all valid proxy cards in accordance with their judgment of what is in the best
interest of the Company.

By Order of the Board of Directors.

/s/ Mark C. Smith

Mark C. Smith
Chairman of the Board and
Chief Executive Officer

Huntsville, Alabama
March 11, 2002
---------------------------------

The Company's 2001 Annual Report, which includes audited financial
statements, has been mailed to stockholders of the Company with these proxy
materials. The Annual Report does not form any part of the material for the
solicitation of proxies.

Revocable Proxy COMMON STOCK
ADTRAN, Inc.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2002 ANNUAL MEETING
OF STOCKHOLDERS

The undersigned hereby appoints Howard A. Thrailkill and James E.
Matthews, and each of them, proxies, with full power of substitution, to act
for and in the name of the undersigned to vote all shares of Common Stock of
ADTRAN, Inc. (the "Company") which the undersigned is entitled to vote at the
2002 Annual Meeting of Stockholders of the Company, to be held at the
headquarters of the Company, 901 Explorer Boulevard, Huntsville, Alabama, on
the second floor of the East Tower, on Tuesday, April 16, 2002, at 10:30 a.m.,
local time, and at any and all adjournments thereof, as indicated below.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE BELOW-LISTED
PROPOSALS

1) Elect as directors the eight nominees listed below to serve until the
2003 Annual Meeting of Stockholders and until their successors are
elected and qualified (except as marked to the contrary below):

[ ] FOR ALL NOMINEES listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees listed
below). below.

INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.

Mark C. Smith, Lonnie S. McMillian, Howard A. Thrailkill, Richard A.
Anderson, W. Frank Blount, William L. Marks, Roy J. Nichols, and James
L. North

2) Ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants of the Company for the fiscal year ending December 31, 2002.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

In their discretion, the proxies are authorized to vote upon such other
business as properly may come before the Annual Meeting and any and all
adjournments thereof.

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE

(Continued, and to be signed and dated, on the reverse side)

(Continued from the other side)

PROXY - SOLICITED BY THE BOARD OF DIRECTORS

This proxy card will be voted as directed. If no instructions are specified,
this proxy card will be voted "FOR" each of the proposals listed on the reverse
side of this proxy card. If any other business is presented at the Annual
Meeting, this proxy card will be voted by the proxies in their best judgment.
At the present time, the Board of Directors knows of no other business to be
presented at the Annual Meeting.

The undersigned may elect to withdraw this proxy card at any time prior to its
use by giving written notice to Charlene Little, Assistant Secretary of the
Company, by executing and delivering to Ms. Little a duly executed proxy card
bearing a later date, or by appearing at the Annual Meeting and voting in
person.

______________________________
Signature

______________________________
Signature, if shares held jointly

Date:___________________, 2002

Please mark, date and sign exactly as your name appears on this proxy card.
When shares are held jointly, both holders should sign. When signing as
attorney, executor, administrator, trustee, guardian or custodian, please give
your full title. If the holder is a corporation or a partnership, the full
corporate or partnership name should be signed by a duly authorized officer.

Do you plan to attend the Annual Meeting? [ ] YES [ ] NO