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

FORM 10-K/A
(Amendment No. 1)

(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

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

For the transition period from                to               

Commission file number: 0-9692

TELLABS, INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3831568
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

One Tellabs Center, 1415 West Diehl Road, Naperville, Illinois	60563
(Address of principal executive offices)	(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Common stock, $0.01 par value
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [X] No [ ]

The approximate aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant computed as of July 2, 2004 was $3,234,000,000. (Solely for the purpose of calculating the preceding amount, all directors and executive officers of the Registrant are deemed to be affiliates.)

As of March 4, 2005, there were 447,668,511 shares of the Registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Registrant’s Annual Report to Stockholders for the fiscal year ended December 31, 2004, are incorporated by reference into Parts I and II, and portions of the Registrant’s Proxy Statement dated March 17, 2005, are incorporated by reference into Part III.

EXPLANATORY NOTE

We are filing this Amendment No. 1 to our Annual Report on Form 10-K, originally filed with the Securities and Exchange Commission on March 15, 2005, solely for the purpose of amending Item 5 of Part II of our Annual Report on Form 10-K. This Amendment only modifies our Annual Report on Form 10-K by amending Item 5 to provide disclosure relating to an unregistered issuance of our securities during the fourth quarter of 2004. Although such issuance was previously disclosed in a Form 8-K filed by us on December 30, 2004, we are amending Item 5 of our Annual Report on Form 10-K to provide additional detail related to such issuance. This Amendment is not intended to amend any other information presented in our Annual Report on Form 10-K as originally filed.

This Amendment does not reflect events occurring after the filing of our Annual Report on Form 10-K on March 15, 2005 and does not modify or update the disclosure therein in any way other than as required to reflect the amendments discussed above.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES

Tellabs’ common stock is listed on the Nasdaq National Market under the symbol “TLAB”. As of March 4, 2005, there were approximately 8,000 stockholders of record and 447,668,511 outstanding shares.

The section entitled “Common Stock Market Data” in our 2004 Annual Report included as Exhibit 13 to our Annual Report on Form 10-K, originally filed with the Securities and Exchange Commission on March 15, 2005, is incorporated herein by reference. We have never paid cash dividends and do not anticipate paying a cash dividend in the foreseeable future.

We did not purchase or reacquire shares of our common stock during our fourth quarter of 2004. However, we have purchased approximately 16,500,000 shares of our common stock through March 4, 2005. See further discussion in Note 17 to our Annual Report included as Exhibit 13 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 15, 2005, which is incorporated herein by reference.

Unregistered Securities Sold

On December 30, 2004, we acquired all of the outstanding securities of Vinci Systems, Inc. in consideration for up to $52.5 million consisting of a combination of restricted shares of our common stock and cash. In connection with the Vinci acquisition, we issued 1,443,418 unregistered shares of our common stock to the stock and option holders of Vinci. The restricted stock issued by us is being held in an escrow account and may be forfeited or reduced under the circumstances described in the Stock Purchase Agreement filed as Exhibit 2.6 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2005; otherwise such restricted stock will be released from the escrow account in accordance with the terms of the Stock Purchase Agreement. The restricted stock was issued in reliance on Rule 506 of Regulation D of the Securities Act of 1933, as amended.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this Amendment No. 1 to the Annual Report on Form 10-K:

Exhibit Number		Description
31	.1	CEO Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31	.2	CFO Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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
	By /s/ Krish A. Prabhu
May 26, 2005	Krish A. Prabhu
	President, Chief Executive Officer
	and Director
	(Principal Executive Officer)

EXHIBIT INDEX

Exhibit Number		Description
31	.1	CEO Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31	.2	CFO Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002