Mail Stop 3561

      December 13, 2005

VIA U.S. MAIL AND FAX 630-798-3333
Mr. James Dite
Vice President and Controller
Tellabs, Inc.
One  Tellabs Center
1415 W. Diehl Road
Naperville, Illinois  60563

	Re:	Tellabs, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 15, 2005
		Form 10-Q for the Quarter Ended September 30, 2005
		Filed November 9, 2005
		File No. 0-9692

Dear Mr. Dite:

      We have reviewed your supplemental response letter dated
November 30, 2005 as well as your filings and have the following
comments.  As noted in our comment letter dated October 19, 2005,
we
have limited our review to your financial statements and related
disclosures and do not intend to expand our review to other
portions
of your documents.

Form 10-K for Fiscal Year Ended December 31, 2004
Exhibit 13:  Tellabs` 2004 Annual Report

Critical Accounting Policies

	Goodwill, page 23

1. We note your response to our prior comment 1.  In order that we
may better understand the CODM`s management approach over Access
Products, Broadband Networking, and Core Products, please provide
us
samples of reports prepared by, or on behalf of, their respective
EVPs, for the CODM`s review, as contained in the following:

a. Reports submitted to the CODM at the regular three-hour
biweekly
meeting
b. Ad hoc reports prepared to aid the CODM in select decision-
making
between the biweekly meetings
c. CFO`s presentation package to the BOD
d. Mid-quarter forecasts provided to the Board and the related
update
from each EVP
e. Earnings call preparation package
f. CFO`s Quarterly Operating Review which includes "functional
information" as they relate to the subject EVPs.

Since our comment letter relates to your 2004 fiscal year, please
provide us copies of reports during that period. If the report
content currently required of the EVPs of Global Sales and
Service,
Transport Products, and Broadband Products has changed since 2004,
please describe the nature of the changes, and the reports added/
deleted for the CODM`s review.  We may have additional comments
following our review of the requested reports.

Form 10-Qs of September 30, 2005

Results of Operations

Income taxes, page 14

2. Please tell us if you have completed your evaluation of the tax
effects of the repatriation provision. Refer to paragraphs 9-10 of
FSP 109-2.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days via EDGAR or tell us when you will provide us with a
response.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.













      You may contact Kathryn Jacobson, Staff Accountant, at (202)
551-3365 or Kyle Moffatt, Accountant Branch Chief, at (202) 551-
3836
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3810 with any
other questions.

								Sincerely,



								Larry Spirgel
								Assistant Director



c.c. James M. Sheehan, General Counsel and Chief Administrative
Officer



















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Mr. James Dite
Tellabs, Inc.
December 13, 2005
Page 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE