S-8 POS

As filed with the Securities and Exchange Commission on December 8, 2004.

Registration No. 333-116794      

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 ON
FORM S-8 TO FORM S-4
REGISTRATION STATEMENT
Under the Securities Act of 1933

TELLABS, INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3831568
(State or other jurisdiction	(I.R.S. employer identification number)
of incorporation or organization)
One Tellabs Center
1415 W. Diehl Rd.	60563
Naperville, Illinois
(Address of principal executive offices)	(Zip code)

Advanced Fibre Communications, Inc. 1993 Stock Option/Stock Issuance Plan
Advanced Fibre Communications, Inc. 1996 Stock Incentive Plan
AccessLan Communications, Inc. 1997 Stock Option Plan
(Full title of the Plans)

James M. Sheehan, Esq.
Executive Vice President,
General Counsel and Secretary
Tellabs, Inc.
One Tellabs Center
1415 W. Diehl Rd.
Naperville, Illinois 60563
(630) 798-8800
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies To:
Imad I. Qasim
Sidley Austin Brown & Wood LLP
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000

     This Post-Effective Amendment No. 1 covers shares of the Registrant’s Common Stock, par value $.01 per share, originally registered on the Registration Statement on Form S-4 (No. 333-116794) to which this is an amendment. The registration fees in respect of such Common Stock were paid at the time of the original filing of the Registration Statement on Form S-4 relating to such Common Stock.

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
INDEX
Stock Option Plan
Consent of Ernst & Young LLP

PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

              The following documents heretofore filed with the Securities and Exchange Commission by Tellabs, Inc. (the “Registrant”) are incorporated herein by reference:

               (a) the Registrant’s Annual Report on Form 10-K for the year ended January 2, 2004, filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

               (b) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above; and

               (c) the description of the Registrant’s common stock contained in the Registration Statement on Form S-4 (No. 333-95135) under the caption “Description of Tellabs’ Capital Stock” including all amendments and reports filed for the purpose of updating such description.

              All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

              Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

              Not applicable.

Item 5. Interests of Named Experts and Counsel

              The validity of the Registrant’s common stock has been passed upon by James M. Sheehan, Esq., the Registrant’s Executive Vice President, General Counsel and Secretary. As of the date of this filing, Mr. Sheehan beneficially owned less than one percent (1.0%) of the outstanding shares of the Registrant’s common stock.

Item 6. Indemnification of Directors and Officers

              Section 145 of the Delaware General Corporation Law (“DGCL”) empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened,

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pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, and, for criminal proceedings, had no reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.

In accordance with the DGCL, the registrant’s restated certificate of incorporation contains a provision limiting the personal liability of its directors for violations of their fiduciary duty. This provision eliminates each director’s liability to the registrant or its stockholders for monetary damages except to the extent (i) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions, or any amendment thereto or successor provision thereto or (iv) for any transaction from which a director derived an improper benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence.

The registrant’s restated certificate of incorporation provides for indemnification of its officers and directors to the fullest extent permitted by applicable law. The registrant’s by-laws provide that it will indemnify an officer or director of the registrant or any person serving as a director, officer, employee or agent of another entity at the registrant’s request for expenses, liabilities and losses incurred in connection with any action, suit or proceeding to which such person is a party or threatened to be made a party by reason of such service, except that the registrant will not indemnify any person in connection with a proceeding initiated by such person unless such proceeding was authorized by the registrant’s board of directors.

The registrant has purchased insurance which purports to insure the registrant against certain costs of indemnification which may be incurred by it pursuant to the By-Laws and the restated certificate and to insure the officers and directors of the registrant, and of its subsidiary companies, against certain liabilities incurred by them in the discharge of their functions as such officers and directors, except for liabilities resulting from their own malfeasance as described in the By-Laws and Restated Certificate.

Item 7. Exemption from Registration Claimed

               Not applicable.

Item 8. Exhibits

Exhibit
Number	Description of Exhibit

4.1 Advanced Fibre Communications, Inc. 1993 Stock Option/Stock Issuance Plan, as

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	amended (“1993 Plan”), is incorporated by reference to Exhibit 10.21 to the Quarterly Report on Form 10-Q of Advanced Fibre Communications, Inc. (“AFC”) for the quarterly period ended September 30, 1997.
4.2	Form of Stock Option Agreement pertaining to 1993 Plan is incorporated by reference to Exhibit 10.22 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.3	Form of Notice of Grant of Stock Option pertaining to 1993 Plan is incorporated by reference to Exhibit 10.23 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.4	Form of Stock Purchase Agreement pertaining to 1993 Plan is incorporated by reference to Exhibit 10.24 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.5	Advanced Fibre Communications, Inc. 1996 Stock Incentive Plan (“1996 Plan”) is incorporated by reference to Exhibit 10.25 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.6	Form of Stock Option Agreement pertaining to 1996 Plan is incorporated by reference to Exhibit 10.26 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.7	Form of Automatic Stock Option Agreement pertaining to 1996 Plan is incorporated by reference to Exhibit 10.26.1 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.8	Form of Notice of Grant of Stock Option pertaining to 1996 Plan is incorporated by reference to Exhibit 10.27 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.9	Form of Notice of Grant of Non-Employee Director Automatic Stock Option pertaining to 1996 Plan is incorporated by reference to Exhibit 10.27.1 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.10	Form of Stock Issuance Agreement pertaining to 1996 Plan is incorporated by reference to Exhibit 10.28 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.11	AccessLan Communications, Inc. 1997 Stock Option Plan.
5	Opinion and Consent of James M. Sheehan, Esq. is incorporated herein by reference to Exhibit 5 to the Registrant’s the registration statement on Form S-4 (Registration No. 333-116794) filed on June 23, 2004.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of James M. Sheehan, Esq. (included in Exhibit 5 hereto).

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24.1 Power of Attorney (included on the signature page to the Registrant’s registration statement on Form S-4 (Registration No. 333-116794) filed on June 23, 2004).

Item 9. Undertakings

              The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

                    (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (1) (i) and (1) (ii) above do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

              (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

              (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

               The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefits plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

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               Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Naperville, State of Illinois, on December 8, 2004.

TELLABS, INC.
By:	/s/ Krish A. Prabhu
	Krish A. Prabhu
	Chief Executive Officer and President

              Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Krish A. Prabhu Krish A. Prabhu	President, Chief Executive Officer and Director	December 8, 2004
* Timothy J. Wiggins	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	December 8, 2004
* James A. Dite	Vice President (Principal Accounting Officer)	December 8, 2004
* Michael J. Birck	Chairman of the Board	December 8, 2004
* Bo Hedfors	Director	December 8, 2004
* Mellody L. Hobson	Director	December 8, 2004
Frank Ianna	Director	December 8, 2004
* Fredrick A. Krehbiel	Director	December 8, 2004
* Michael E. Lavin	Director	December 8, 2004
* Stephanie Pace Marshall	Director	December 8, 2004
* William F. Souders	Director	December 8, 2004
* Jan H. Suwinski	Director	December 8, 2004

* Krish A. Prabhu hereby signs this Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 on behalf of each of the indicated persons for whom he is attorney-in-fact on December 8, 2004 pursuant to a power of attorney.

*By: /s/ Krish A. Prabhu	December 8, 2004
Krish A. Prabhu, Attorney-in-fact

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INDEX

Exhibit
Number	Description of Exhibit

4.1	Advanced Fibre Communications, Inc. 1993 Stock Option/Stock Issuance Plan, as amended (“1993 Plan”), is incorporated by reference to Exhibit 10.21 to the Quarterly Report on Form 10-Q of Advanced Fibre Communications, Inc. (“AFC”) for the quarterly period ended September 30, 1997.
4.2	Form of Stock Option Agreement pertaining to 1993 Plan is incorporated by reference to Exhibit 10.22 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.3	Form of Notice of Grant of Stock Option pertaining to 1993 Plan is incorporated by reference to Exhibit 10.23 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.4	Form of Stock Purchase Agreement pertaining to 1993 Plan is incorporated by reference to Exhibit 10.24 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.5	Advanced Fibre Communications, Inc. 1996 Stock Incentive Plan (“1996 Plan”) is incorporated by reference to Exhibit 10.25 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.6	Form of Stock Option Agreement pertaining to 1996 Plan is incorporated by reference to Exhibit 10.26 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.7	Form of Automatic Stock Option Agreement pertaining to 1996 Plan is incorporated by reference to Exhibit 10.26.1 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.8	Form of Notice of Grant of Stock Option pertaining to 1996 Plan is incorporated by reference to Exhibit 10.27 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.9	Form of Notice of Grant of Non-Employee Director Automatic Stock Option pertaining to 1996 Plan is incorporated by reference to Exhibit 10.27.1 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.10	Form of Stock Issuance Agreement pertaining to 1996 Plan is incorporated by reference to Exhibit 10.28 to the Quarterly Report on Form 10-Q of AFC for the quarterly period ended September 30, 1997.
4.11	AccessLan Communications, Inc. 1997 Stock Option Plan.
5	Opinion and Consent of James M. Sheehan, Esq. is incorporated herein by reference to Exhibit 5 to the Registrant’s the registration statement on Form S-4 (Registration No. 333-116794) filed on June 23, 2004.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of James M. Sheehan, Esq. (included in Exhibit 5 hereto).
24.1	Power of Attorney (included on the signature page to the Registrant’s registration statement on Form S-4 (Registration No. 333-116794) filed on June 23, 2004).

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EX-4.11

ACCESSLAN COMMUNICATIONS, INC.

1997 STOCK PLAN

ADOPTED ON APRIL 28, 1997
(AMENDED AND RESTATED MAY 12, 1998, JUNE 15, 1999, DECEMBER 7, 1999,
JUNE 13, 2000, AUGUST 22, 2000, OCTOBER 12, 2000, AUGUST 15, 2001, AND
SEPTEMBER 13, 2001)

TABLE OF CONTENTS

	Page No.
SECTION 1. ESTABLISHMENT AND PURPOSE		1
SECTION 2. ADMINISTRATION		1
(a) Committees of the Board of Directors		1
(b) Authority of the Board of Directors		1
SECTION 3. ELIGIBILITY		2
(a) General Rule		2
(b) Ten-Percent Shareholders		2
SECTION 4. STOCK SUBJECT TO PLAN		2
(a) Basic Limitation		2
(b) Additional Shares		2
SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES		3
(a) Stock Purchase Agreement		3
(b) Duration of Offers and Nontransferability of Rights		3
(c) Purchase Price		3
(d) Withholding Taxes		3
(e) Restrictions on Transfer of Shares		3
SECTION 6. TERMS AND CONDITIONS OF OPTIONS		3
(a) Stock Option Agreement		3
(b) Number of Shares		4
(c) Exercise Price		4
(d) Withholding Taxes		4
(e) Exercisability		4
(f) Term		4
(g) Nontransferability		4
(h) Termination of Service (Except by Death)		4
(i) Leaves of Absence		5
(j) Death of Optionee		5
(k) Extension if Optionee Subject to Section 16(b)		6
(1) No Rights as a Shareholder		6
(m) Modification, Extension and Assumption of Options		6
(n) Restrictions on Transfer of Shares and Minimum Vesting		6

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	Page No.
SECTION 7. PAYMENT FOR SHARES		6
(a) General Rule		6
(b) Surrender of Stock		6
(c) Services Rendered		7
(d) Promissory Note		7
(e) Exercise/Sale		7
(f) Exercise/Pledge		7
SECTION 8. ADJUSTMENT OF SHARES		7
(a) General		7
(b) Mergers and Consolidations		8
(c) Reservation of Rights		8
SECTION 9. SECURITIES LAWS REQUIREMENTS		8
(a) General		8
(b) Financial Reports		8
SECTION 10. NO RETENTION RIGHTS		8
SECTION 11. DURATION AND AMENDMENTS		9
(a) Term of the Plan		9
(b) Right to Amend or Terminate the Plan		9
(c) Effect of Amendment or Termination		9
SECTION 12. DEFINITIONS		9
SECTION 13. EXECUTION		12

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ACCESSLAN COMMUNICATIONS, INC. 1997 STOCK PLAN

SECTION 1. ESTABLISHMENT AND PURPOSE.

     The purpose of the Plan is to offer selected individuals an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, by purchasing Shares of the Company’s Stock. The Plan provides both for the direct award or sale of Shares and for the grant of Options to purchase Shares. Options granted under the Plan may include Nonstatutory Options as well as ISOs intended to qualify under Section 422 of the Code.

     Capitalized terms are defined in Section 12.

SECTION 2. ADMINISTRATION.

     (a) Committees of the Board of Directors. The Plan may be administered by one or more Committees. Each Committee shall consist of two or more members of the Board of Directors who have been appointed by the Board of Directors. Each Committee shall have such authority and be responsible for such functions as the Board of Directors has assigned to it. If no Committee has been appointed, the entire Board of Directors shall administer the Plan. Any reference to the Board of Directors in the Plan shall be construed as a reference to the Committee (if any) to whom the Board of Directors has assigned a particular function.

     (b) Authority of the Board of Directors. Subject to the provisions of the Plan, the Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Purchasers, all Optionees and all persons deriving their rights from a Purchaser or Optionee.

     (c) Indemnification. In addition to such other rights of indemnification as they may have as members of the Board of Directors or officers or employees of the Company or its parent or subsidiary, members of the Board of Directors and any officers or employees of the Company or its parent or subsidiary to whom authority to act for the Board of Directors is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

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SECTION 3. ELIGIBILITY.

     (a) General Rule. Only Employees, Outside Directors and Consultants shall be eligible for the grant of Options or the direct award or sale of Shares. Only Employees shall be eligible for the grant of ISOs.

     (b) Ten-Percent Shareholders. An individual who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries shall not be eligible for designation as an Optionee or Purchaser unless (i) the Exercise Price is at least 110% of the Fair Market Value of a Share on the date of grant, (ii) the Purchase Price (if any) is at least 100% of the Fair Market Value of a Share and (iii) in the case of an ISO, such ISO by its terms is not exercisable after the expiration of five years from the date of grant. For purposes of this Subsection (b), in determining stock ownership, the attribution rules of Section 424(d) of the Code shall be applied.

SECTION 4. STOCK SUBJECT TO PLAN.

     (a) Basic Limitation. The aggregate number of Shares that may be issued under the Plan (upon exercise of Options or other rights to acquire Shares) shall not exceed 66,019,130¹ Shares, subject to adjustment pursuant to Section 8. The number of Shares that are subject to Options or other rights outstanding at any time under the Plan shall not exceed the number of Shares that then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.

     (b) Additional Shares. In the event that any outstanding Option or other right for any reason expires or is canceled or otherwise terminated, the Shares allocable to the unexercised portion of such Option or other right shall again be available for the purposes of the Plan. In the event that Shares issued under the Plan are reacquired by the Company pursuant to any forfeiture provision, right of repurchase or right of first refusal, such Shares shall again be available for the purposes of the Plan, except that the aggregate number of Shares which may be issued upon the exercise of ISOs shall in no event exceed 66,019,130 Shares (subject to adjustment pursuant to Section 8).

¹ Plan adopted on 4/28/97 with 2,335,800 shares. Plan increase of 558,256 shares approved by Board of Directors on 5/12/98. Plan increase of 1,011,667 shares approved by Board of Directors on 6/15/99. Plan increase of 3,500,000 shares approved by Board of Directors on 12/7/99. Plan increase of 316,667 shares approved by Board of Directors on 6/13/00. Plan increase of 1,000,000 shares approved by Board of Directors on August 22, 2000. Plan increase of 4,361,195 shares due to 1.5 to 1 split approved by Board of Directors on August 22, 2000. Plan increase of 1,000,000 shares approved by Board of Directors on October 12, 2000. Plan increase of 750,000 shares approved by Board of Directors on January 9, 2001. Plan increase of 47,164,903 shares approved by Board of Directors on August 15, 2001. Plan increase of 4,020,642 shares approved by Board of Directors on September 13, 2001.

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SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES.

     (a) Stock Purchase Agreement. Each award or sale of Shares under the Plan (other than upon exercise of an Option) shall be evidenced by a Stock Purchase Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Purchase Agreement. The provisions of the various Stock Purchase Agreements entered into under the Plan need not be identical.

     (b) Duration of Offers and Nontransferability of Rights. Any right to acquire Shares under the Plan (other than an Option) shall automatically expire if not exercised by the Purchaser within 30 days after the grant of such right was communicated to the Purchaser by the Company. Such right shall not be transferable and shall be exercisable only by the Purchaser to whom such right was granted.

     (c) Purchase Price. The Purchase Price of Shares to be offered under the Plan shall not be less than 85% of the Fair Market Value of such Shares, and a higher percentage may be required by Section 3(b). Subject to the preceding sentence, the Purchase Price shall be determined by the Board of Directors at its sole discretion. The Purchase Price shall be payable in a form described in Section 7.

     (d) Withholding Taxes. As a condition to the purchase of Shares, the Purchaser shall make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such purchase.

     (e) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares awarded or sold under the Plan shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of Directors may determine. Such restrictions shall be set forth in the applicable Stock Purchase Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally. In the case of a Purchaser who is not an officer of the Company, an Outside Director or a Consultant, any right to repurchase the Purchaser’s Shares at the original Purchase Price (if any) upon termination of the Purchaser’s Service shall lapse at least as rapidly as 20% per year over the five-year period commencing on the date of the award or sale of the Shares. Any such repurchase right may be exercised only within 90 days after the termination of the Purchaser’s Service for cash or for cancellation of indebtedness incurred in purchasing the Shares.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

     (a) Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors

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deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

     (b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 8. The Stock Option Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option.

     (c) Exercise Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than 100% of the Fair Market Value of a Share on the date of grant, and a higher percentage may be required by Section 3(b). The Exercise Price of a Nonstatutory Option shall not be less than 85% of the Fair Market Value of a Share on the date of grant, and a higher percentage may be required by Section 3(b). Subject to the preceding two sentences, the Exercise Price under any Option shall be determined by the Board of Directors at its sole discretion. The Exercise Price shall be payable in a form described in Section 7.

     (d) Withholding Taxes. As a condition to the exercise of an Option, the Optionee shall make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise. The Optionee shall also make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the disposition of Shares acquired by exercising an Option.

     (e) Exercisability. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. In the case of an Optionee who is not an officer of the Company, an Outside Director or a Consultant, an Option shall become exercisable at least as rapidly as 20% per year over the five-year period commencing on the date of the grant. Subject to the preceding sentence, the exercisability provisions of any Stock Option Agreement shall be determined by the Board of Directors at its sole discretion.

     (f) Basic Term. The Stock Option Agreement shall specify the term of the Option. The term shall not exceed 10 years from the date of grant, and a shorter term may be required by Section 3(b). Subject to the preceding sentence, the Board of Directors at its sole discretion shall determine when an Option is to expire.

     (g) Nontransferability. No Option shall be transferable by the Optionee other than by beneficiary designation, will or the laws of descent and distribution. An Option may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative. No Option or interest therein may be transferred, assigned, pledged or hypothecated by the Optionee during the Optionee’s lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process.

     (h) Termination of Service (Except by Death). If an Optionee’s Service terminates for any reason other than the Optionee’s death, then the Optionee’s Options shall expire on the earliest of the following occasions:

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     (i) The expiration date determined pursuant to Subsection (f) above;

     (ii) The date three months after the termination of the Optionee’s Service for any reason other than Disability, or such later date as the Board of Directors may determine; or

     (iii) The date twelve months after the termination of the Optionee’s Service by reason of Disability, or such later date as the Board of Directors may determine.

     The Optionee may exercise all or part of the Optionee’s Options at any time before the expiration of such Options under the preceding sentence, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination). The balance of such Options shall lapse when the Optionee’s Service terminates. In the event that the Optionee dies after the termination of the Optionee’s Service but before the expiration of the Optionee’s Options, all or part of such Options may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination).

     (i) Leaves of Absence. For purposes of Subsection (h) above, Service shall be deemed to continue while the Optionee is on a bona fide leave of absence, if such leave was approved by the Company in writing and if continued crediting of Service for this purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company).

     (j) Death of Optionee. If an Optionee dies while the Optionee is in Service, then the Optionee’s Options shall expire on the earlier of the following dates:

     (i) The expiration date determined pursuant to Subsection (f) above; or

     (ii) The date 12 months after the Optionee’s death, or such later date as the Board of Directors may determine.

     All or part of the Optionee’s Options may be exercised at any time before the expiration of such Options under the preceding sentence by the executors or administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee’s death or became exercisable as a result of the death. The balance of such Options shall lapse when the Optionee dies.

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     (k) Extension if Optionee Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth above of shares acquired upon the exercise of Options would subject the Optionee to suit under Section 16(b) of the Securities Exchange Act of 1934, as amended, such Options shall remain exercisable until the earliest to occur of (i) the 10th day following the date on which a sale of such shares by the Optionee would no longer be subject to such suit, (ii) the 190th day after the Optionee’s termination of Service, or (iii) the Option expiration date determined pursuant to Subsection (f) above. The Company makes no representation as to the tax consequences of any such delayed exercise. The Optionee should consult with the Optionee’s own tax advisor as to the tax consequences of any such delayed exercise.

     (l) No Rights as a Shareholder. An Optionee, or a transferee of an Optionee, shall have no rights as a shareholder with respect to any Shares covered by the Optionee’s Option until such person becomes entitled to receive such Shares by filing a notice of exercise and paying the Exercise Price pursuant to the terms of such Option.

     (m) Modification, Extension and Assumption of Options. Within the limitations of the Plan, the Board of Directors may modify, extend or assume outstanding Options or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee’s rights or increase the Optionee’s obligations under such Option.

     (n) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares issued upon exercise of an Option shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of Directors may determine. Such restrictions shall be set forth in the applicable Stock Option Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally. In the case of an Optionee who is not an officer of the Company, an Outside Director or a Consultant, any right to repurchase the Optionee’s Shares at the original Exercise Price upon termination of the Optionee’s Service shall lapse at least as rapidly as 20% per year over the five-year period commencing on the date of the option grant. Any such repurchase right may be exercised only within 90 days after the termination of the Optionee’s Service for cash or for cancellation of indebtedness incurred in purchasing the Shares.

SECTION 7. PAYMENT FOR SHARES.

     (a) General Rule. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in cash or cash equivalents at the time when such Shares are purchased, except as otherwise provided in this Section 7.

     (b) Surrender of Stock. To the extent that a Stock Option Agreement so provides, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the

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Company in good form for transfer and shall be valued at their Fair Market Value on the date when the Option is exercised. The Optionee shall not surrender, or attest to the ownership of, Shares in payment of the Exercise Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes.

     (c) Services Rendered. At the discretion of the Board of Directors, Shares may be awarded under the Plan in consideration of services rendered to the Company, a Parent or a Subsidiary prior to the award.

     (d) Promissory Note. To the extent that a Stock Option Agreement or Stock Purchase Agreement so provides, all or a portion of the Exercise Price or Purchase Price (as the case may be) of Shares issued under the Plan may be paid with a full-recourse promissory note. The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon. The interest rate payable under the terms of the promissory note shall not be less than the minimum rate (if any) required to avoid the imputation of additional interest under the Code. Subject to the foregoing, the Board of Directors (at its sole discretion) shall specify the term, interest rate, amortization requirements (if any) and other provisions of such note.

     (e) Exercise/Sale. To the extent that a Stock Option Agreement so provides, and if Stock is publicly traded, payment may be made all or in part by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

     (f) Exercise/Pledge. To the extent that a Stock Option Agreement so provides, and if Stock is publicly traded, payment may be made all or in part by the delivery (on a form prescribed by the Company) of an irrevocable direction to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

SECTION 8. ADJUSTMENT OF SHARES.

     (a) General. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Stock, a combination or consolidation of the outstanding Stock into a lesser number of Shares, a recapitalization, a spin-off, a reclassification or a similar occurrence, the Board of Directors shall make appropriate adjustments in one or more of (i) the number of Shares available for future grants under Section 4, (ii) the number of Shares covered by each outstanding Option or (iii) the Exercise Price under each outstanding Option.

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     (b) Mergers and Consolidations. In the event that the Company is a party to a merger or consolidation, outstanding Options shall be subject to the agreement of merger or consolidation. Such agreement, without the Optionees’ consent, may provide for:

     (i) The continuation of such outstanding Options by the Company (if the Company is the surviving corporation);

     (ii) The assumption of the Plan and such outstanding Options by the surviving corporation or its parent;

     (iii) The substitution by the surviving corporation or its parent of options with substantially the same terms for such outstanding Options; or

     (iv) The cancellation of such outstanding Options without payment of any consideration.

     (c) Reservation of Rights. Except as provided in this Section 8, an Optionee or Purchaser shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of shares of stock of any class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

SECTION 9. SECURITIES LAW REQUIREMENTS.

     (a) General. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded.

     (b) Financial Reports. The Company each year shall furnish to Optionees, Purchasers and shareholders who have received Stock under the Plan its balance sheet and income statement, unless such Optionees, Purchasers or shareholders are key Employees whose duties with the Company assure them access to equivalent information. Such balance sheet and income statement need not be audited.

SECTION 10. NO RETENTION RIGHTS.

     Nothing in the Plan or in any right or Option granted under the Plan shall confer upon the Purchaser or Optionee any right to continue in Service for any period of specific duration or

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interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Purchaser or Optionee) or of the Purchaser or Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

SECTION 11. DURATION AND AMENDMENTS.

     (a) Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors, subject to the approval of the Company’s shareholders. In the event that the shareholders fail to approve the Plan within 12 months after its adoption by the Board of Directors, any grants of Options or sales or awards of Shares that have already occurred shall be rescinded, and no additional grants, sales or awards shall be made thereafter under the Plan. The Plan shall terminate automatically 10 years after its adoption by the Board of Directors and may be terminated on any earlier date pursuant to Subsection (b) below.

     (b) Right to Amend or Terminate the Plan. The Board of Directors may amend, suspend or terminate the Plan at any time and for any reason; provided, however, that any amendment of the Plan which increases the number of Shares available for issuance under the Plan (except as provided in Section S), or which materially changes the class of persons who are eligible for the grant of ISOs, shall be subject to the approval of the Company’s shareholders. Shareholder approval shall not be required for any other amendment of the Plan.

     (c) Effect of Amendment or Termination. No Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Share previously issued or any Option previously granted under the Plan.

SECTION 12. DEFINITIONS.

     (a) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time.

     (b) “Change in Control” shall mean:

     (i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation or other reorganization; or

     (ii) The sale, transfer or other disposition of all or substantially all of the Company’s assets.

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A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

     (c) “Code” shall mean the Internal Revenue Code of 1986,as amended.

     (d) “Committee” shall mean a committee of the Board of Directors, as described in Section 2(a).

     (e) “Company” shall mean AccessLan Communications, Inc., a California corporation.

     (f) “Consultant” shall mean an individual who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding Employees and Outside Directors.

     (g) “Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.

     (h) “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.

     (i) “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Stock Option Agreement.

     (j) “Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons.

     (k) “ISO” shall mean an employee incentive stock option described in Section 422(b) of the Code.

     (1) “Nonstatutory Option” shall mean a stock option not described in Sections 422(b) or 423(b) of the Code.

     (m) “Option” shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.

     (n) “Optionee” shall mean an individual who holds an Option.

     (o) “Outside Director” shall mean a member of the Board of Directors who is not an Employee.

     (p) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the

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Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

     (q) “Plan” shall mean this AccessLan Communications, Inc. 1997 Stock Plan.

     (r) “Purchase Price” shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Board of Directors.

     (s) “Purchaser” shall mean an individual to whom the Board of Directors has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).

     (t) “Service” shall mean service as an Employee, Outside Director or Consultant.

     (u) “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 (if applicable).

     (v) “Stock” shall mean the Common Stock of the Company.

     (w) “Stock Option Agreement” shall mean the agreement between the Company and an Optionee which contains the terms, conditions and restrictions pertaining to the Optionee’s Option.

     (x) “Stock Purchase Agreement” shall mean the agreement between the Company and a Purchaser who acquires Shares under the Plan which contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

     (y) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

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SECTION 13. EXECUTION.

     To record the adoption of the Plan by the Board of Directors, the Company has caused its authorized officer to execute the same.

ACCESSLAN COMMUNICATIONS, INC.

By:

Title:

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Post-Effective Amendment No. 1 on Form S-8 to Form S-4) of Tellabs, Inc. pertaining to the Advanced Fibre Communications, Inc. 1993 Stock Option/Stock Issuance Plan, Advanced Fibre Communications, Inc. 1996 Stock Incentive Plan and the AccessLan Communications, Inc. 1997 Stock Option Plan, of our reports dated January 21, 2004, with respect to the consolidated financial statements of Tellabs, Inc. included in its Annual Report (Form 10-K) for the year ended January 2, 2004 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP       

Chicago, Illinois
December 7, 2004