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)       June 28, 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 June 28, 1996, the Registrant signed an agreement to acquire the SONET
product line from TRANSYS Networks Inc., a privately held company.  Further
details of this action are contained in the press release of the Registrant
dated July 1, 1996 attached hereto as Exhibit 20.2 and incorporated herein
by reference.

 


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: July 3, 1996                  By: s\ Carol Coghlan Gavin 
                                           Carol Coghlan Gavin 
                                           General Counsel and Secretary       
                                           
  

























                             






Item 7.  Financial Statements and Exhibits

(c)  Exhibits 
  
 Exhibit 20.2       Press Release of Tellabs, Inc. dated July 1, 1996

EX-20.2

                                                           Exhibit 20.2 

                        News Release

    FOR IMMEDIATE RELEASE              CONTACT: Thomas P. Scottino  
    07/01/96                           (708) 378-7504 
                                       Brian J. Jackman  
                                       (708) 512-7801

    TELLABS ACQUIRES SONET PRODUCT LINE FROM TRANSYS NETWORKS INC.

    Broadened Tellabs' TITAN (a registered trademark of Tellabs Operations, 
    Inc.) Transport and Access Portfolio Will Speed SONET Deployment

    Lisle, Ill. -- Telecommunications equipment manufacturer Tellabs
    announced today that it has reached an agreement with TRANSYS Networks
    Inc., a privately held developer based in Montreal, Canada, to acquire
    SONET technology that complements Tellabs' TITAN line of SONET-based
    digital cross-connect systems.

    Under the terms of the agreement, Tellabs acquired TRANSYS Networks'
    SONET product line for a purchase price of approximately $17 million.

    "The TRANSYS SONET product line complements the capabilities of our
    TITAN 5300 and SONET-based TITAN 5500 digital cross-connect systems,"
    said Richard T. Taylor, vice president and general manager of the
    Tellabs Digital Systems Division.  "This family of products will become
    an integral part of our interoperable ring architecture."

    "These new TITAN network elements address the needs of a broadened
    SONET market that requires TITAN capabilities in a smaller, more
    affordable configuration," Taylor added.  "That's an enhancement to our
    portfolio that many customers are asking us to provide, and it positions
    us to more fully participate in the fast growing, multi-billion dollar
    market for SONET transport equipment."

    Tellabs expects to begin commercial trials and initial release of
    products based on the TRANSYS technology in the first half of 1997 with
    many feature enhancements to follow.

    "This acquisition is consistent with our strategy," said Tellabs
    Operations, Inc., President Brian J. Jackman.  "We are very impressed
    with the next-generation technology developed by this innovative
    Canadian company."

    TRANSYS President Elie Karam and his SONET development team will join
    Tellabs.  "We believe the synergy between the TRANSYS technology and
    Tellabs' industry-leading TITAN systems will result in a powerful
    broadband networking solution," Karam said.

    TRANSYS was founded in 1994, with the mission to design and develop
    innovative telecommunications infrastructure products.  The company's
    efforts have been directed toward the development of SONET networking
    equipment.

    Tellabs designs, manufactures, markets and services voice, data, and
    video 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).