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^*

Brots John

(Last)

(First)

(Middle)

ONE TELLABS CENTER

1415 W. DIEHL ROAD

(Street)

NAPERVILLE

60563

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/22/2005

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 Vice President

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	5,529	D
Common Stock	1,914	I	By Managed Account⁽¹⁾

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)
Non-Qualified Stock Option (right to buy)	⁽²⁾	07/01/2012	Common Stock	18,750	$6.01	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	01/20/2015	Common Stock	1,500	$7.63	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	05/02/2012	Common Stock	250	$8.65	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	10/04/2014	Common Stock	15,000	$9.31	D
Non-Qualified Stock Option (right to buy)	07/22/2000	07/22/2006	Common Stock	5,120	$14.3125	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	07/12/2011	Common Stock	18,000	$16.63	D
Non-Qualified Stock Option (right to buy)	10/08/2002	10/08/2008	Common Stock	10,000	$17.125	D
Non-Qualified Stock Option (right to buy)	10/24/2001	10/24/2007	Common Stock	8,000	$25.25	D
Non-Qualified Stock Option (right to buy)	01/02/2005	01/02/2011	Common Stock	10,000	$50.3125	D
Non-Qualified Stock Option (right to buy)	02/24/2004	02/24/2010	Common Stock	10,000	$51.6875	D
Non-Qualified Stock Option (right to buy)	06/23/2004	06/23/2010	Common Stock	14,000	$61.875	D

Explanation of Responses:

1. Held through Tellabs Advantage Program, the Issuer's 401(k) Plan.

2. All options become exercisable in cumulative annual installments of 25% on each of the 1st, 2nd, 3rd and 4th anniversaries of the grant date.

3. All options become exercisable in cumulative annual installments of 20%, 20%, and 60%, respectively, on the 1st, 2nd and 3rd anniversaries of the grant date.

4. All options become exercisable in cumulative annual installments with respect to 20% on July 1, 2005, an additional 20% on July 1, 2006, and an additional 60% on July 1, 2007.

Remarks:

The shares reported as directly held in Table I include 1,500 shares that were issued pursuant to an award of restricted stock units which vest with respect to 20% of the shares on 7/1/05, an additional 20% on 7/1/06 and an additional 60% on 7/1/07 and include tax withholding rights to satisfy any tax withholding obligations at the time of vesting in accordance with Rule 16b-3(e).

	/s/ John Brots	02/27/2005
	** 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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