SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Rosen Jeffrey S

(Last)

(First)

(Middle)

1465 NORTH MCDOWELL BLVD.

(Street)

PETALUMA

94954

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2004

3. Issuer Name and Ticker or Trading Symbol
TELLABS INC [ TLAB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive V.P. Operations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,367	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option (right to buy)	⁽¹⁾	04/04/2011	Common Stock	107	$6.25	D
Incentive Stock Option (right to buy)	⁽¹⁾	10/01/2011	Common Stock	1,910	$7.57	D
Incentive Stock Option (right to buy)	⁽¹⁾	07/01/2012	Common Stock	1,910	$8.68	D
Incentive Stock Option (right to buy)	⁽¹⁾	12/31/2011	Common Stock	1,814	$9.25	D
Incentive Stock Option (right to buy)	⁽¹⁾	07/16/2011	Common Stock	1,910	$10.42	D
Incentive Stock Option (right to buy)	⁽²⁾	08/25/2010	Common Stock	9,550	$22.97	D
Incentive Stock Option (right to buy)	⁽¹⁾	07/24/2010	Common Stock	1,910	$23.85	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	10/02/2012	Common Stock	2,253	$6.73	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	03/31/2013	Common Stock	23,875	$7.93	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	07/24/2013	Common Stock	25,785	$8.16	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	11/01/2014	Common Stock	23,684	$8.25	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	01/27/2013	Common Stock	21,487	$8.68	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	04/20/2011	Common Stock	82,130	$8.71	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	11/20/2012	Common Stock	37,563	$8.75	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	12/11/2012	Common Stock	52,525	$8.8	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	07/29/2014	Common Stock	26,740	$8.81	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	04/02/2012	Common Stock	5,539	$9.91	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	12/11/2011	Common Stock	47,750	$10.3	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	12/09/2013	Common Stock	57,300	$10.43	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	04/19/2014	Common Stock	24,830	$10.85	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	12/12/2010	Common Stock	38,200	$12.01	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	12/01/2010	Common Stock	47,750	$12.6	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	01/26/2014	Common Stock	19,100	$12.92	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	10/20/2013	Common Stock	25,785	$13.82	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	10/16/2010	Common Stock	5,730	$17.87	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	03/27/2010	Common Stock	95,500	$42.57	D

Explanation of Responses:

1. This option is exercisable in thirty-six (36) successive equal monthly installments starting from the grant date.

2. This option is exercisable with respect to 25% of the option shares on the first anniversary of the grant date, and shall become exercisable for the balance of the option shares in thirty-six (36) successive equal monthly installments upon completion of each additional month of service measured from the first anniversary of the grant date.

3. This option is exercisable in forty-eight (48) successive equal monthly installments starting from the date of grant.

Remarks:

The shares held directly include 1,008 shares issued pursuant to a restricted stock award which vests with respect to 100% of the shares on January 9, 2005 and include tax withholding rights to satisfy any tax withholding obligations at the time of vesting in accordance with Rule 16b-3(e).

	/s/ Jeffrey Rosen	12/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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