8-K

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

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

DATE OF REPORT (Date of earliest event reported) December 30, 2004

TELLABS, INC.
(Exact name of registrant as specified in its charter)

Delaware	0-9692	36-3831568
(State of Incorporation)	(Commission file	(I.R.S. Employer
	number)	Identification No.)

One Tellabs Center, 1415 W.
Diehl Road, Naperville, Illinois	60563
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (630) 798-8800

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01     Completion of Acquisition or Disposition of Assets 

On December 30, 2004, we acquired 100% of Vinci Systems, a privately held developer of optical networking terminals (ONTs) for Fiber-to-the-Home (FTTH) access systems. Under the terms of the agreement, we will pay up to $52.5 million in cash and restricted Tellabs stock.

Item 9.01     Financial Statements and Exhibits 

(c) Exhibits.

Exhibit 99.1 - Press Release issued by Tellabs, Inc. on December 30, 2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TELLABS, INC.

(Registrant)

/s/ James A. Dite             

James A. Dite

Vice President and Controller

(Principal Accounting Officer and duly authorized officer)

December 30, 2004
(Date)

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by Tellabs, Inc., on December 30, 2004.

EX-99

EXHIBIT 99.1

NEWS RELEASE

One Tellabs Center	FOR IMMEDIATE RELEASE
1415 West Diehl Road	December 30, 2004
Naperville, Illinois 60563 U.S.A.
Tel: +1.630.798.8800
Fax: +1.630.798.2000	MEDIA CONTACT:
www.tellabs.com	Ariana Nikitas
	+1.630.798.2532
	ariana.nikitas@tellabs.com
	INVESTOR CONTACT:
	Tom Scottino
	+1.630.798.3602
	tom.scottino@tellabs.com

Tellabs acquires Vinci Systems

Naperville, Ill. — Tellabs today acquired Vinci Systems, a privately held developer of optical networking terminals (ONTs) for Fiber-to-the-Home (FTTH) access systems. Under the terms of the agreement, Tellabs will pay up to $52.5 million in cash and restricted Tellabs stock.

The move brings Tellabs a family of third-generation ONTs that complements the Tellabs FiberDirect^SM solution. Vinci Systems, a start-up based in Vienna, Va., was founded in 2002 and has demonstrated interoperability of its ONT products with the industry’s leading Optical Line Terminal (OLT) vendors.

“This acquisition further illustrates our commitment to expanding into the growing FTTx market,” said Carl DeWilde, executive vice president of access products at Tellabs. “Vinci’s ONT technology enables us to deliver a more cost-effective fiber access solution.”

About Tellabs
Tellabs delivers technology that transforms the way the world communicates™. Tellabs experts design, develop, deploy and support wireless and wired network solutions. The company’s comprehensive broadband portfolio enables carriers in more than 100 countries to succeed in the new competitive environment. Tellabs is part of the NASDAQ-100 Index. www.tellabs.com.

Tellabs^® and ^®and Technology that Transforms the Way the World Communicates™ are trademarks or registered trademarks of Tellabs or its affiliates in the United States and/or other countries. Any other company or product names mentioned herein may be trademarks of their respective companies.