FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * STANTON THOMAS R   2. Issuer Name and Ticker or Trading Symbol ADTRAN INC [ADTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 901 EXPLORER BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 11/07/2012 (Street) HUNTSVILLE, AL 35806 4. If Amendment, Date Original Filed(Month/Day/Year) 11/28/2012 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock (1)	(2)	11/07/2012		A		4,700		(3)	(3)	Common Stock	4,700	(4)	26,000	D
Phantom Stock	(2)	02/16/2012		A		50.729		(3)	(3)	Common Stock	50.729	$ 38.37	26,050.729	D
Phantom Stock	(2)	05/10/2012		A		63.28		(3)	(3)	Common Stock	63.28	$ 30.32	26,114.009	D
Phantom Stock	(2)	08/09/2012		A		84.892		(3)	(3)	Common Stock	84.892	$ 22.56	26,198.901	D
Phantom Stock	(3)	11/08/2012		A		104.992		(3)	(3)	Common Stock	104.992	$ 17.72	26,303.893	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STANTON THOMAS R 901 EXPLORER BLVD. HUNTSVILLE, AL 35806	X		CEO

Signatures

Gayle S Ellis by Power of Attorney		02/04/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The first line in Table I of the Form 4 filed by the reporting person on November 28, 2012 incorrectly reported the acquisition of 4700 shares of common stock upon vesting of performance shares awarded pursuant to a grant of November 7, 2009 under the ADTRAN, Inc. 2006 Employee Stock Incentive Plan. Upon vesting of the performance shares, the reporting person deferred the receipt of 4700 shares of the Company's common stock and received instead 4700 shares of phantom stock pursuant to the Company's deferred compensation plan. As a result, this Amendment amends the previously filed Form 4 by (i) deleting the first line in Table I and (ii) adding a line in Table II reporting the acquisition of 4700 shares of phantom stock upon vesting of the performance shares on November 7, 2012. The reporting person is also reporting the acquisition of additional phantom shares on each of February 16, 2012, May 10, 2012, August 9, 2012 and November 8, 2012, which were not previously reported.
(2)	Each share of phantom stock represents a right to receive one share of common stock or the cash value thereof.
(3)	The phantom stock becomes payable 6 months after the reporting person's separation of service with the Company. The reporting person may transfer his phantom stock account into an alternative investment at any time.
(4)	Upon vesting of performance shares awarded to the reporting person pursuant to grant of November 7, 2009 under the ADTRAN, Inc. 2006 Employee Stock Incentive Plan, the reporting person deferred the receipt of 4700 shares of the Company's common stock and received instead 4700 shares of phanton stock pursuant to the Company's deferred compensation plan.

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