SEC Form 3

FORM 3

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

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1. Name and Address of Reporting Person* GRUENWALD JOHN THOMAS (Last) (First) (Middle) C/O TELLABS 1415 WEST DIEHL ROAD (Street) NAPERVILLE IL 60563 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/27/2004	3. Issuer Name and Ticker or Trading Symbol TELLABS INC [ TLAB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,020	D
Common Stock	11,116	I	Tellabs Advantage Program(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	(2)	10/24/2007	Common Stock	20,000	$25.25	D
Stock Options (right to buy)	(2)	10/08/2008	Common Stock	30,000	$17.125	D
Stock Option (right to buy)	(2)	02/24/2010	Common Stock	20,000	$51.6875	D
Stock Option (right to buy)	(2)	06/23/2010	Common Stock	20,000	$61.875	D
Stock Options (right to buy)	(2)	01/02/2011	Common Stock	15,000	$50.3125	D
Stock Options (right to buy)	(2)	07/12/2011	Common Stock	40,000	$16.63	D
Stock Options (right to buy)	(2)	07/12/2011	Common Stock	500	$16.63	D
Stock Options (right to buy)	(2)	05/02/2012	Common Stock	250	$8.65	D
Stock Option (right to buy)	(2)	07/01/2012	Common Stock	100,000	$6.01	D
Stock Options (right to buy)	(3)	07/28/2013	Common Stock	30,000	$6.5	D

Explanation of Responses:

1. These shares are held for the benefit of the reporting person in the Tellabs Advantage Program. The information reported herein is based on a plan statement as of July 27, 2004 and represents shares allocated to the reporting person in the Tellabs Advantage Program on such date.

2. All options become exercisable in cumulative annual installments of 25% on each of the 1st, 2nd, 3rd and 4th anniversaries of the grant date.

3. All options become exercisable in cumulative annual installments of 20%, 20% and 60% respectively on the 1st, 2nd and 3rd anniversaries of the grant date.

Remarks:

	J. Thomas Gruenwald	07/30/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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