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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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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