8-K

                  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)       March 11, 1996



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


           Delaware              0-9692         36-3831568 
(State or other jurisdiction  (Commission     (IRS employer  
  of incorporation)           file number)    identification no.)


      4951 Indiana Avenue, Lisle, Illinois           60532 
      (Address of principal executive office)      (Zip Code)


Registrant's telephone number, including area code     (708) 969-8800


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



























Item 5.   Other Events

On March 11, 1996, Tellabs, Inc.  (the "Company") accounced its
intention to acquire Steinbrecher Corporation ("Steinbrecher"), a
privately held company, subject to regulatory and Steinbrecher
stockholder approval.  Further details of this action are contained in
the press release of Tellabs, Inc. dated March 11, 1996 attached
hereto as Exhibit 20.1 and incorporated herein by reference.  The
Company expects that approximately $55 million, after tax, of the $76
million purchase price will be treated as acquired in-process research
and development costs and as such will be a one-time charge to the
earnings of the Company in the second quarter of 1996.  The Company
currently contemplates that this transaction will close on or about
April 17, 1996. 








SIGNATURES


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

                                      TELLABS, INC.




Date: March 15, 1996                By: s/ J.  Peter Johnson 
                                           J. Peter Johnson 
                                           Vice President, Controller 
                                           and Chief Accounting Officer



















                             
Item 7.  Financial Statements, Pro Forma Financial Informtion and
Exhibits

(c)  Exhibits 
  
 Exhibit 20.1       Press Release of Tellabs, Inc. dated March 11, 1996

EX-20

                                        Exhibit 20.1 

                         News Release 

FOR IMMEDIATE RELEASE              CONTACT:  Thomas P. Scottino 
March 11, 1996                     (708)512-7504 
                                   tom_scottino@pcmail.tellabs.com 
                                   http://www.tellabs.com 

TELLABS TO ACQUIRE STEINBRECHER 
Wireless Local Access Solutions to Augment Tellabs' Global Access
Portfolio 

Lisle, Ill.  -- Telecommunications equipment manufacturer Tellabs, Inc.,
announced today that it intends to acquire Steinbrecher Corporation a
privately held provider of wideband wireless communications systems
based in Burlington, Mass.  Under the terms of the agreement, which is
subject to regulatory approval and approval by Steinbrecher's
stockholders, Tellabs will acquire 100 percent of the outstanding share
capital of Steinbrecher for a purchase price of approximately $76
million. 

Founded in 1973, Steinbrecher supplies wideband station products for
digital cellular and wireless data applications.  The company's base
station products are ideally suited to fast-growing wireless access
applications such as indoor cellular and wireless local loop.  Sales for
the company's calendar year ended December 31, 1995, were approximately
$10.1 million. 

Steinbrecher is currently completing development of its MiniCell family
of cellular base station products, which is expected to go into field
trial next winter.  Targeted applications for this product group include
indoor wireless and wireless local loop in both developed and newly
industrialized nations worldwide.  Other Steinbrecher radio base station
products address cellular digital packet data (CDPD) applications. 

"This acquisition will significantly expand our ability to provide 'last
mile' access solutions in wireline, coax or wireless applications around
the world," said Tellabs International President Peter A. Guglielmi.
"The MiniCell family is a logical addition to our existing access
portfolio." 

The MiniCell products allow radio base stations to be easily adapted to
the different frequency bands and modulation formats used in public and
private wireless services.  "Our strategy has been to leverage our
expertise in wideband radio systems to provide innovative radio
solutions for cellular operators," said Steinbrecher President and CEO
R. Douglas Shute.  "Our technology, combined with Tellabs' global reach
and array of transmission products, will create a potent industry
force." 

"Synergy between the MiniCell base station and Tellabs's flagship TITAN
(a registered trademark of Tellabs, Inc.) and Martis DXX (a trademark of
Martis Oy) systems will expand Tellabs' ability to address the worldwide






market for communications infrastructure equipment," said Tellabs
President and CEO Michael J. Birck.  "And, we believe we have found a
core of highly talented, compatible individuals who will make an
outstanding contribution as part of the Tellabs team." 

Steinbrecher currently employs more than 130 people at its Burlington
headquarters, which will become the home of the Tellabs Wireless System
Division. 

Tellabs designs, manufactures, markets and services voice and data
transport and network access systems.  The Company's products are used
worldwide by the providers of communications services.  Tellabs, Inc.,
stock is listed on the Nasdaq Stock Market (TLAB).