Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 9, 2008, our board, following the recommendation of its governance committee, approved amendments to our bylaws. The amendments became effective immediately upon approval. The following description of the principal features of the amendments is only a summary and is qualified in its entirety by reference to the full text of the restated bylaws which are filed as Exhibit 3.1 to this Form 8-K and are incorporated by reference herein.

The amendments, among other things, amend the bylaws to:

- clarify that all director nomination proposals must be made in accordance with the advance notice procedures applicable to all other business brought by shareholders at a regular or special meeting of the shareholders;

- require that each shareholder proposal submitted in connection with a regular or special meeting of the shareholders contain more specific information related to the proposal;

- allow the board and/or the chairperson of a shareholder meeting to adopt rules of conduct for shareholder meetings;

- describe the role our new board position of Independent Lead Director; and

- update descriptions of the roles of certain officer positions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 - Restated Bylaws of ADC Telecommunications, Inc. (Effective as of December 9, 2008)

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