8-K/A

                  SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C.  20549



                               FORM 8-K/A

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


Date of Report (Date of earliest event reported)       August 15, 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     (630) 378-8800


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


















                                   1  







ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     As previously reported in Tellabs' (the Company's) Current Report
on Form 8-K, filed on or about August 21, 1996 (File Number 0-9692),
the Company engaged Ernst & Young LLP as its new independent
accountants effective after the completion of the December 27, 1996
year end audit. 

     The Company is filing this amendment in conjunction with the
contemporaneous filing of the Company's Form 10-K for the fiscal year
ended December 27, 1996.  As of the filing of this document, Grant
Thornton LLP has been dismissed and is no longer serving as the
Company's independent accountants and has no disagreements with the
Company on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure. 

     The Company has requested that Grant Thornton LLP furnish it with a
letter addressed to the Commission stating whether or not it agrees with
the above statements.  A copy of such letter, dated March 24, 1997 is
filed as Exhibit 16 to this Form 8-K/A.

     For further details regarding this change in certifying
accountants, refer to the aforementioned Current Report on Form 8-K.


Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
         EXHIBITS

Exhibit 16     Letter re change in certifying accountants




                              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 hereunto duly authorized.



                              TELLABS, INC.



March 24, 1997                     s\ J. Peter Johnson

                                      J. Peter Johnson 
                                   Vice President, Controller 
                                   and Chief Accounting Officer


                                   2 

EX-16

                                                          Exhibit 16




    [on letterhead]
    Grant Thornton LLP
    700 One Prudential Plaza
    130 E. Randolph Drive
    Chicago, IL 60601-6203
    312 856-0200


    March 24, 1997


    Office of the Chief Accountant
    Security and Exchange Commission
    Mail Stop 9-5
    450 Fifth Street N.W.
    Washington, D.C. 20549

             Re:  Tellabs, Inc.
                  File No. 0-9692

    Dear Sir or Madam:

    We have read Item 4 of the Form 8-K/A of Tellabs, Inc. dated
    March 24, 1996, and agree with the statements contained
    therein.

    Very truly yours,


    \s\ Grant Thornton LLP