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  July 7, 1999
             (Date of earliest event reported)  June 30, 1999

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


     Delaware			                   0-9692           36-3831568
(State of 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)

Item 5.  Other Events

On June 30, 1999, Tellabs, Inc., announced an agreement to
acquire NetCore Systems, Inc., in an all stock transaction valued at
approximately $575 million.

Further details of this action are contained in the press release of Tellabs,
Inc., dated June 30, 1999 attached hereto as Exhibit 99.1 and incorporated
herein by reference.

Item 7.  Financial Statements and Exhibits

	(c) Exhibits
	    Exhibit 99.1 Press Release of Tellabs, Inc., dated June 30, 1999.

                               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.
Date: July 7, 1999	 		          By: /s Robert E. Swininoga
      -------------			              ----------------------
					                               Robert E. Swininoga
					                               Vice President and
					                               Principal Accounting Officer

                         Exhibit Index

Exhibit No.		           Description
- -----------		           -----------
  99.1                  Press Release dated June 30, 1999

EX-99.1

FOR IMMEDIATE RELEASE                 MEDIA CONTACTS: Steve Bauer
06/30/99                                              (630) 512-8264
			                                                   steve.bauer@tellabs.com

                  TELLABS TO ACQUIRE NETCORE SYSTEMS

  Deal Accelerates Tellabs' Strength in Helping Service Providers Build
                 Next-Generation, Multiservice Networks

LISLE, Ill. -- Tellabs and NetCore Systems, Inc. today announced
an agreement for Tellabs to acquire the Wilmington, Mass.-based developer
of innovative carrier-class IP routing and ATM switching solutions for the
new public network.

The all-stock deal is valued at about $575 million. It is anticipated that
the effect on earnings per share will be one to two cents dilutive in 1999,
with a neutral to slightly accretive effect in the year 2000.

The acquisition of privately held NetCore will accelerate Tellabs' ability
to help service providers build the new public network -- a next-generation,
multiservice network that integrates data, voice and video.

NetCore's Everest Integrated Switch combines IP routing and ATM switching
into a single multi-layer device. This unique switch/router reduces network
cost and complexity and will help carriers provide Internet, virtual
private network (VPN) and other business-class services on a single platform.

NetCore's technology will complement Tellabs' line of optical networking,
managed access and transport systems to accelerate delivery of a broad range
of multiservice IP- and ATM-based solutions.

"We're pleased to become part of an industry-leading company in the
development of the new public network," said Ashraf Dahod, president and
CEO of NetCore Systems. "We believe that Tellabs has the ability to take
this technology and lead the evolution of converged networks to deliver a
complete solution for g1obal customers."

Brian J. Jackman, president of Global Systems and Technology at Tellabs,
said, "NetCore's strengths in core IP routing, ATM switching and advanced
IP/ATM integration will complement and expand Tellabs' expertise. This will
help us deliver the right products and technology for major carriers who are
committed to offering a full suite of services over an integrated
multiservice network."

With the addition of NetCore -- and recent announcements of the TITAN (a
registered trademark of Tellabs Operations, Inc.) 6100 optical transport
system, the AN2100 Gateway Exchange (a trademark of Tellabs Operations, Inc.)
and the TITAN 6500 multiservice transport switch -- Tellabs is positioned to
help carriers build next-generation packet and cell-based networks that
provide unmatched reliability and quality of service (QoS) capabilities.

The agreement covers NetCore's 85 employees, including more than 60
engineers, at their Wilmington, Mass. headquarters and Atlanta and Denver
sales offices.

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

NOTE TO INVESTORS:

Replay of Analyst Teleconference Wednesday, June 30, 1999

At approximately 7:30 a.m., Chicago time, Wednesday, 06/30/99, Tellabs will
host a teleconference with financial analysts to discuss the transaction.
Interested investors will be able to listen to a taped replay of the
teleconference beginning at approximately 9:30 a.m., Chicago time, Tuesday.
This replay will be available for 48 hours.

To listen to the pre-recorded teleconference: Call toll-free 1-800-633-8284.

    When prompted, enter the Tellabs reservation number 12673295.

    For more information: Call Tom Scottino at 630-378-7504.


This news release contains forward-looking statements that involve risks and
uncertainties. Actual results, including, the level of earnings and the
success of the acquisition, may differ from the results discussed in the
forward-looking statements. Factors that might cause such a difference
include, but are not limited to, risks associated with acquisitions,
diversion of management's attention, risks of entering new markets,
competitive response, and a downturn in the telecommunications industry.
For a more detailed description of the risk factors, please refer to the
company's SEC filings.