As filed with the Securities and Exchange Commission on February 10, 2005.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT ON

FORM S-8

Under the Securities Act of 1933

TELLABS, INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3831568
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)

One Tellabs Center
1415 W. Diehl Rd.	60563
Naperville, Illinois
(Address of principal executive offices)	(Zip code)

Tellabs, Inc. 2004 Incentive Compensation 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)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities	Amount to Be	Proposed Maximum			Proposed Maximum			Amount of
to Be Registered	Registered (1)	Offering Price Per Share			Aggregate Offering Price			Registration Fee(3)
Common stock, par value $0.01 per share	10,000,000 shares	$	7.20(2	)	$	72,000,000(2	)	$	8,474.40

(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the Tellabs, Inc. 2004 Incentive Compensation Plan as the result of any further stock splits, stock dividends or similar adjustments of the outstanding Common Stock pursuant to Rule 416(a).

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low sale prices of shares of the common stock of the registrant on the Nasdaq National Market on February 8, 2005.

(3) Previously paid. Tellabs, Inc. paid a filing fee of $2,432,523 in connection with Registration Statement No. 333-59511 (filed on July 21, 1998). All of the securities offered under Registration Statement No. 333-59511 remained unsold after the offering’s termination. $458,590.40 of such filing fee has been used in connection with Registration Statement Nos. 333-87637 (filed on September 23, 1999), 333-95135 (filed on January 21, 2000), 333-56546 (filed on March 5, 2001), 333-81360 (filed on January 25, 2002), 333-107457 (filed on July 30, 2003) and 333-116794 (filed on June 23, 2004). Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, Tellabs, Inc.’s current filing fee credit of $1,973,932.60 is being used to offset the registration fee of $8,474.40 for this registration statement.

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TABLE OF CONTENTS

	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
SIGNATURES
INDEX
2004 Incentive Compensation Plan
Opinion of James M. Sheehan, Esp.
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) the Registrant’s Quarterly Reports on Form 10-Q for the quarters ended April 2, 2004, July 2, 2004 and October 1, 2004;

     (c) 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

     (d) 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

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     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, 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

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Exhibit
Number	Description of Exhibit
4.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4 (Registration No. 333-116794) filed on June 23, 2004).
4.2	Amended and Restated By-laws of the Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 30, 2004).
4.3	Tellabs, Inc. 2004 Incentive Compensation Plan
5	Opinion of James M. Sheehan, Esq.
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).

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.

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     (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.

     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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Naperville, State of Illinois, on February 10, 2005.

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

     We, the undersigned officers and directors of Tellabs, Inc., and each of us, do hereby constitute and appoint each and any of Krish A. Prabhu and James M. Sheehan our true and lawful attorney and agent, with full power of substitution and resubstitution, to do any and all acts and things in our name and behalf in any and all capacities and to execute any and all instruments for us in our names in any and all capacities, which attorney and agent may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and we do hereby ratify and confirm all that said attorney and agent, or his substitute, shall do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Krish A. Prabhu	President, Chief Executive Officer
Krish A. Prabhu	and Director	January 31, 2005
/s/ Timothy J. Wiggins	Executive Vice President and Chief
Timothy J. Wiggins	Financial Officer
	(Principal Financial Officer)	January 31, 2005
/s/ James A. Dite	Vice President
James A. Dite	(Principal Accounting Officer)	January 31, 2005
/s/ Michael J. Birck	Chairman of the Board	January 31, 2005
Michael J. Birck
/s/ Bo Hedfors	Director	January 31, 2005
Bo Hedfors

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/s/ Mellody L. Hobson	Director	January 31, 2005
Mellody L. Hobson
/s/ Frank Ianna	Director	January 31, 2005
Frank Ianna
/s/ Fredrick A. Krehbiel	Director	January 31, 2005
Fredrick A. Krehbiel
/s/ Michael E. Lavin	Director	January 31, 2005
Michael E. Lavin
/s/ Stephanie Pace Marshall	Director	January 31, 2005
Stephanie Pace Marshall
/s/ William F. Souders	Director	January 31, 2005
William F. Souders
/s/ Jan H. Suwinski	Director	January 31, 2005
Jan H. Suwinski

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INDEX

Exhibit
Number	Description of Exhibit
4.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4 (Registration No. 333-116794) filed on June 23, 2004).
4.2	Amended and Restated By-laws of the Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 30, 2004).
4.3	Tellabs, Inc. 2004 Incentive Compensation Plan
5	Opinion of James M. Sheehan, Esq.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of James M. Sheehan, Esq. (included in Exhibit 5 hereto).
24	Power of Attorney (included on the signature page).

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