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

# FORM 10-K/A
(Amendment No. 1)

(Mark One)

# [X]   ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

# For the fiscal year
ended December 31, 2004

# [ ]   TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

# For the transition
period from to

# Commission file
number: 0-9692

TELLABS, INC.

(Exact name of
registrant as specified in its charter)

|Delaware                        | 36-3831568                          
|------------------------------- | ------------------------------------
|(State or other jurisdiction of | (I.R.S. Employer Identification No.)
|incorporation or organization)  |                                     
|                                |                                     

|One Tellabs Center, 1415 West Diehl Road, Naperville, Illinois | 60563     
|-------------------------------------------------------------- | ----------
|(Address of principal executive offices)                       | (Zip Code)
|                                                               |           

Registrants telephone number,
including area code:   (630) 798-8800

Securities registered
pursuant to Section 12(b) of the Act: None

Securities
registered pursuant to Section 12(g) of the Act:Common stock, $0.01 par value
(Title of Class)

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Act). Yes [X]  No [ ]

The approximate aggregate market
value of voting and non-voting common equity held by non-affiliates of the Registrant
computed as of July 2, 2004 was $3,234,000,000. (Solely for the purpose of calculating the
preceding amount, all directors and executive officers of the Registrant are deemed to be
affiliates.)

As of March 4, 2005, there were
447,668,511 shares of the Registrants common stock outstanding.

# DOCUMENTS INCORPORATED
BY REFERENCE

Certain portions of the
Registrants Annual Report to Stockholders for the fiscal year ended December 31,
2004, are incorporated by reference into Parts I and II, and portions of the
Registrants Proxy Statement dated March 17, 2005, are incorporated by reference into
Part III.

---

# EXPLANATORY NOTE

We are filing this Amendment No. 1 to
our Annual Report on Form 10-K, originally filed with the Securities and Exchange
Commission on March 15, 2005, solely for the purpose of amending Item 5 of Part II of our
Annual Report on Form 10-K. This Amendment only modifies our Annual Report on Form 10-K by
amending Item 5 to provide disclosure relating to an unregistered issuance of our
securities during the fourth quarter of 2004. Although such issuance was previously
disclosed in a Form 8-K filed by us on December 30, 2004, we are amending Item 5 of our
Annual Report on Form 10-K to provide additional detail related to such issuance. This
Amendment is not intended to amend any other information presented in our Annual Report on
Form 10-K as originally filed.

This Amendment does not reflect
events occurring after the filing of our Annual Report on Form 10-K on March 15, 2005 and
does not modify or update the disclosure therein in any way other than as required to
reflect the amendments discussed above.

# PART II

# ITEM 5. MARKET FOR
REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES

Tellabs common stock is listed
on the Nasdaq National Market under the symbol TLAB. As of March 4, 2005,
there were approximately 8,000 stockholders of record and 447,668,511 outstanding shares.

The section entitled Common
Stock Market Data in our 2004 Annual Report included as Exhibit 13 to our Annual
Report on Form 10-K, originally filed with the Securities and Exchange Commission on
March 15, 2005, is incorporated herein by reference. We have never paid cash dividends and
do not anticipate paying a cash dividend in the foreseeable future.

We did not purchase or reacquire
shares of our common stock during our fourth quarter of 2004. However, we have purchased
approximately 16,500,000 shares of our common stock through March 4, 2005. See further
discussion in Note 17 to our Annual Report included as Exhibit 13 to our Annual Report on
Form 10-K, filed with the Securities and Exchange Commission on March 15, 2005, which
is incorporated herein by reference.

# Unregistered Securities
Sold

On December 30, 2004, we acquired all
of the outstanding securities of Vinci Systems, Inc. in consideration for up to $52.5
million consisting of a combination of restricted shares of our common stock and cash. In
connection with the Vinci acquisition, we issued 1,443,418 unregistered shares of our
common stock to the stock and option holders of Vinci. The restricted stock issued by us
is being held in an escrow account and may be forfeited or reduced under the circumstances
described in the Stock Purchase Agreement filed as Exhibit 2.6 to our Annual Report on
Form 10-K filed with the Securities and Exchange Commission on March 15, 2005; otherwise
such restricted stock will be released from the escrow account in accordance with the
terms of the Stock Purchase Agreement. The restricted stock was issued in reliance on Rule
506 of Regulation D of the Securities Act of 1933, as amended.

---

# PART IV

# ITEM 15. EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES

(a)Documents filed as
part of this Amendment No. 1 to the Annual Report on Form 10-K:

|Exhibit Number | Description
|-------------- | -----------
|              
|31             | .1         
|31             | .2         

---

# SIGNATURES

Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|             |                                   
|------------ | ----------------------------------
|             | TELLABS, INC                      
|            
|             | By /s/ Krish A. Prabhu            
|May 26, 2005 | Krish A. Prabhu                   
|             | President, Chief Executive Officer
|             | and Director                      
|             | (Principal Executive Officer)     

---

# EXHIBIT INDEX

|Exhibit Number | Description
|-------------- | -----------
|              
|31             | .1         
|31             | .2