Ownership Submission
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 *
Smith Mark Clay
  2. Issuer Name and Ticker or Trading Symbol
ADTRAN INC [ADTN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
200 CLINTON AVENUE, SUITE 805
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2009
(Street)

HUNTSVILLE, AL 35801
4. If Amendment, Date Original Filed(Month/Day/Year)
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
Common Stock, $.01 par value 03/02/2009   J(1)   1,596,372 D $ 13.84 0 (2) I by LJS GRAT 2007-1 UAD 02/01/07 Mark Clay Smith Trustee
Common Stock, $.01 par value 03/02/2009   J(1)   71,841 D $ 13.84 0 (2) I by LJS GRAT 2007-2 UAD 07/27/07 Mark Clay Smith Trustee
Common Stock, $.01 par value 03/02/2009   J(1)   71,284 D $ 13.84 0 (2) I by LJS GRAT 2007-3 UAD 07/27/07 Mark Clay Smith Trustee
Common Stock, $.01 par value 03/02/2009   J(1)   346,221 D $ 13.84 0 (2) I by LJS GRAT 2007-4 UAD 09/26/07 Mark Clay Smith Trustee
Common Stock, $.01 par value               95,155 D  
Common Stock, $.01 par value               1,100,000 (2) I by LJS GRAT October 2008 UAD 10/07/08 Mark Clay Smith Trustee
Common stock, $.01 par value               3,736,936 (2) I by LJS GRAT October 2008-2 UAD 10/23/08 Mark Clay Smith Trustee

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Smith Mark Clay
200 CLINTON AVENUE, SUITE 805
HUNTSVILLE, AL 35801
    X    

Signatures

 Mark Clay Smith   03/04/2009
**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) Distribution of shares to the annuitant of the GRAT holding these securities, pursuant to the terms of the trust.
(2) The reporting person serves as trustee of the trust holding these securities. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

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