TELLABS INC
10-Q, 1998-05-06
TELEPHONE & TELEGRAPH APPARATUS
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-Q

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

                 For the quarterly period ended April 3, 1998 

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

                      Commission File Number    0-9692
                                              ---------
                               TELLABS, INC.
         -----------------------------------------------------------
          (Exact name of registrant as specified in its charter)

                  Delaware                         36-3831568
         ---------------------------          ----------------------
         (State of Incorporation)       (I.R.S. Employer Identification No.)

       4951 Indiana Avenue, Lisle, Illinois                 60532
     ----------------------------------------           ------------
     (Address of Principal Executive Offices)           (Zip Code)

      Registrant's telephone number, including area code (630) 378-8800
                                                        ------------------
      Securities registered pursuant to Section 12(b) of the Act:

            Title of each class          Name of each exchange
                                          on which registered

                    None                         N/A
         ---------------------------          ---------

      Securities registered pursuant to Section 12 (g) of the Act:

                  Common shares, with $ .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  [ ]

   On April 3, 1998, 182,206,783 common shares of Tellabs, Inc. were
   outstanding.

    

                                       -1-

                             TELLABS, INC.

                                 INDEX



                                                                   Page

     PART I.        FINANCIAL INFORMATION


     Item 1.        Financial Statements:

                     Condensed Consolidated Comparative
                     Balance Sheets                                   3

                     Condensed Consolidated Comparative
                     Statements of Earnings                           4

                     Condensed Consolidated Comparative
                     Statements of Cash Flow                          5

                    Notes to Condensed Consolidated Comparative
                    Financial Statements                              7

     Item 2.        Management's Discussion and Analysis              8


     PART II.       OTHER INFORMATION

     Item 6.        Exhibits and Reports on Form 8-K                 11


     SIGNATURE                                                       12
























                                       -2-

                                 TELLABS, INC.
              CONDENSED CONSOLIDATED COMPARATIVE BALANCE SHEETS
                                 (Unaudited)
                                                         April 3,     Jan. 2,
                                                           1998        1998
         Assets                                         ----------- -----------
Current assets                                             (In thousands)
  Cash and cash equivalents                               $178,029    $109,048
  Investments in marketable securities                     422,457     377,986
  Accounts receivable, less allowance                      259,595     284,084
  Inventories  
   Raw materials                                            38,670      28,335
   Work in process                                          19,006      15,664
   Finished goods                                           36,791      45,615
                                                        ----------- -----------
                                                            94,467      89,614
  Other current assets                                       1,376       2,202
                                                        ----------- -----------
          Total Current Assets                             955,924     862,934
  Property, plant, and equipment                           352,108     338,296
   Less accumulated depreciation                           134,170     128,967
                                                        ----------- -----------
                                                           217,938     209,329
  Goodwill                                                  58,482      61,453
  Other assets                                              54,373      49,663
                                                        ----------- -----------
                                                        $1,286,717  $1,183,379
                                                        =========== ===========
         Liabilities
Current Liabilities
  Accounts payable                                         $48,098     $50,422
  Accrued liabilities                                      123,620     115,917
  Income taxes                                              57,417      59,481
                                                        ----------- -----------
          Total Current Liabilities                        229,135     225,820
  Long-term debt                                             2,850       2,850
  Other long-term liabilities                               15,494      14,870
  Deferred income taxes                                      6,188       6,730

         Stockholders' Equity
  Preferred stock, with $.01 par value-
   5,000,000 shares authorized, no shares issued              -           -
  Common stock, with $.01 par value -
   500,000,000 shares authorized 182,206,783
   shares issued and outstanding at April 3, 1998
   and 181,626,660 at January 2, 1998                        1,822       1,816
  Additional paid-in capital                               147,684     130,378
  Cumulative foreign currency translation adjustment       (43,150)    (27,901)
  Unrealized net holding gains on
   available-for-sale securities                           125,624      95,990
  Retained earnings                                        801,070     732,826
                                                        ----------- -----------
        Total Stockholders' Equity                       1,033,050     933,109
                                                        ----------- -----------
                                                        $1,286,717  $1,183,379
                                                        =========== ===========

The accompanying notes are an integral part of these statements.

                                       -3-
                                 TELLABS, INC.
          CONDENSED CONSOLIDATED COMPARATIVE STATEMENTS OF EARNINGS
                                 (Unaudited)

                                                        Three Months Ended
                                                         April 3,    March 28,
                                                           1998        1997
                                                        ----------- -----------
                                                       (In thousands, except
                                                         per share data)

Net sales                                                 $327,502    $247,123
Cost of sales                                              120,219      95,420
                                                        ----------- -----------
     Gross Profit                                          207,283     151,703

Marketing, general & administrative expense                 66,601      45,574
Research and development expense                            43,306      33,236
Goodwill amortization                                        1,476       1,506
                                                        ----------- -----------
     Total Operating Expense                               111,383      80,316
                                                        ----------- -----------
Operating Profit                                            95,900      71,387

Interest income                                             (4,039)     (2,383)
Interest expense                                                85         116
Other income, net                                           (1,248)    (21,071)
                                                        ----------- -----------
Earnings before income taxes                               101,102      94,725
Income taxes                                                32,858      31,638
                                                        ----------- -----------
   Net Earnings                                            $68,244     $63,087
                                                        =========== ===========

Earnings per share

   - Basic                                                   $0.38       $0.35

   - Diluted                                                 $0.37       $0.34

Average number of shares of
common stock outstanding

   - Basic                                                 181,873     180,125

   - Diluted                                               186,947     185,711



The accompanying notes are an integral part of these statements.



            




                                       -4-

                                  TELLABS, INC.
           CONDENSED CONSOLIDATED COMPARATIVE STATEMENTS OF CASH FLOW
                                  (Unaudited)

                                                   For The Three Months Ended
                                                         April 3,    March 28,
                                                           1998        1997
                                                         ---------   ---------
                                                            (In thousands)
Cash Flows from Operating Activities:
Net earnings                                               $68,244     $63,087
Adjustments to reconcile net earnings to net
 cash provided by operating activities:
 Depreciation and amortization                              12,820      10,478
 Provision for doubtful receivables                            288       1,167
 Deferred income taxes                                         496      (1,004)
 Gain on sale of marketable securities                        (476)    (20,878)

Net changes in assets and liabilities,
 net of effects from acquisitions:
 Accounts receivable                                        19,781       1,130
 Inventories                                                (6,240)     (4,047)
 Other current assets                                          780       1,118
 Long term assets                                           (7,259)     (2,931)
 Accounts payable                                           (1,774)      1,529
 Accrued liabilities                                       (11,731)    (18,211)
 Income taxes                                                 (556)     11,730
 Long term liabilities                                         747       1,810
                                                        ----------- -----------
Net Cash Provided by Operating Activities                   75,120      44,978

Cash Flows from Investing Activities:
 Acquisition of property, plant and equipment, net         (21,078)    (15,360)
 Payments for purchases of marketable securities          (103,602)    (61,323)
 Proceeds from sales and maturities of
    marketable securities                                  105,041      52,178
 Payments for acquisitions, net of cash acquired                 0      (7,821)
                                                        ----------- -----------
Net Cash Used for Investing Activities                     (19,639)    (32,326)

Cash Flows from Financing Activities:
 Common stock sold through stock-option plans *             17,019      11,196
                                                        ----------- -----------
Net Cash Provided by Financing Activities                   17,019      11,196

Effect of exchange rate changes on cash                     (3,519)     (3,498)
                                                        ----------- -----------
Net increase in cash and cash equivalents                   68,981      20,350

Beginning of period cash and cash equivalents              109,048      90,446
                                                        ----------- -----------
End of period cash and cash equivalents                   $178,029    $110,796
                                                        =========== ===========





                                       -5-

                                  TELLABS, INC.
           CONDENSED CONSOLIDATED COMPARATIVE STATEMENTS OF CASH FLOW
                                  (Unaudited)


                                                   For The Three Months Ended
                                                         April 3,    March 28,
                                                           1998        1997
                                                         ---------   ---------
Supplemental Disclosures:                                   (In thousands)
Interest paid                                                 $109         $82
Income taxes paid                                          $19,540     $10,427


Supplemental Schedule of Non-Cash Investing and Financing Activities: 

During 1997, in acquiring all of the outstanding shares of Trelcom Oy
and certain wavelength-division multiplexing and optical networking
technology and related assets from IBM, the Company paid direct costs 
totaling $8,434,000. 

In conjunction with the acquisitions, the purchase prices are currently
allocated as follows: 

                                             (In thousands)
         Fair value of assets acquired          $1,777
         Cost in excess of fair value            8,098
         Liabilities assumed                    (1,441)
                                              ---------
         Cash paid for acquisitions             $8,434
                                              =========


* "Common stock sold through stock option plans" contains
  non-cash deferred tax benefits of $12,820,000 and $8,466,000
  during the first quarter of 1998 and 1997, respectively.







The accompanying notes are an integral part of these statements.














                                       -6-


               TELLABS, INC.  NOTES TO CONDENSED CONSOLIDATED
                      COMPARATIVE FINANCIAL STATEMENTS

1.  Financial Information: 

The unaudited financial information reflects all adjustments (consisting
only of normal recurring accruals) which are, in the opinion of
management, necessary for a fair presentation of the statements
contained herein.  Certain reclassifications have been made in the 1997
financial statements to conform to the 1998 presentation. 

In accordance with Statement of Financial Accounting Standards No.  130,
"Reporting Comprehensive Income", total comprehensive income for the
three months ended April 3, 1998 and March 28, 1997 was approximately
$82,629,000 and $76,983,000, respectively. 

2.  Basis of Presentation: 

These financial statements are presented in accordance with the
requirements of Form 10-Q and consequently may not include all
disclosures normally required by generally accepted accounting
principles or those normally reflected in the Company's Annual Report on
Form 10-K.  Accordingly, the financial statements and notes herein
should be read in conjunction with the financial statements and related
notes in the Company's Form 10-K for the year ended January 2, 1998.

3. Earnings Per Share Reconciliation 

The following table sets forth the computation of basic and diluted
earnings per share: (In thousands, except per-share data) 

                                              Three months ended
                                              04/03/98   03/28/97
Numerator:                                    --------- -----------

  Net Income                                   $68,244     $63,087

Denominator:

  Denominator for basic earnings
  per share -
    weighted-average shares                    181,873     180,125

  Effect of Dilutive Securities:
    employee stock options and awards            5,074       5,586
                                              --------- -----------
  Denominator for diluted earnings
  per share -
    adjusted weighted-average shares
    and assumed conversions                    186,947     185,711
                                              ========= ===========

Basic earnings per share                         $0.38       $0.35
                                              ========= ===========
Diluted earnings per share                       $0.37       $0.34
                                              ========= ===========

                                       -7-

                  MANAGEMENT'S DISCUSSION AND ANALYSIS


LIQUIDITY AND CAPITAL RESOURCES

During the first quarter of 1998, the Company's cash, cash equivalents
and marketable securities portfolio increased $113,452,000 to an
all-time high of $600,486,000.  This increase was primarily the result
of the Company's record first quarter earnings of $68,244,000 combined
with the mark-to-market adjustment of $49,510,000 for a single
investment. 

The Company invested approximately $21,078,000 in property, plant, and
equipment during the first quarter of 1998.  These expenditures were
part of the Company's on-going expansion of its manufacturing and
research and development capacity world-wide.  Construction at the
Finland facility was completed during the quarter, while the Company
anticipates the expansion in Ireland to be completed during the second
half of 1998.  The Company currently expects total capital expenditures
for 1998 to approximate $100,000,000, the majority of which is planned
for the aforementioned expansions and the purchase of equipment and
other tangible assets to be installed in all of the newly-expanded
facilities. 

In conjunction with the Company's decision to change the primary focus
of the Wireless Systems Division, the value of the assets (intangibles
and others) resulting from the acquisition are being reevaluated. 

Accrued liabilities increased by $7,703,000 as a result of an increase
in deferred taxes, primarily related to the mark-to-market adjustment of
the marketable securities, partially offset by payments made by the
Company for year-end obligations related to employee compensation
programs.

Net working capital at April 3, 1998 was $726,789,000, compared with
working capital of $637,114,000 at January 2, 1998.  The Company's
current ratio at the end of the first quarter was 4.2 to 1.  This
increase in working capital was primarily due to the cash generated by
operating activities and the increase in the value of marketable
securities held as investments.   

Management believes that the existing level of working capital will be
adequate for the Company's liquidity needs related to normal operations
both currently and in the foreseeable future.  Sufficient resources
exist to support the Company's growth and capital expenditures either
through currently available cash, through cash generated from future
operations, or through additional short-term or long-term financing. 

RESULTS OF OPERATIONS 

Sales for the first quarter of 1998 were a record $327,502,000, up 32.5
percent from the first quarter record of $247,123,000 set in 1997. 

Sales growth during the first quarter of 1998, as compared to the first
quarter of 1997, was driven primarily by a 39.6 percent increase in
sales of the SONET-based TITAN (a registered trademark of Tellabs
Operations, Inc.) 5500 digital cross-connect system (TITAN 5500 system).

                                       -8-

Expansion of the customer base and increased demand by the Company's
existing customers in response to optical interface enhancements to the
TITAN 5500 system were the primary drivers for the increased sales.

International sales, which grew by 21.7 percent from the same quarter of
the prior year, were led by the 26.1 percent increase in sales of the
MartisDXX (a trademark of Tellabs Oy) integrated access and transport
system (the MartisDXX system).  MartisDXX system sales growth,
principally due to expansion of the customer base, was dampened by
adverse exchange rate effects during the quarter. 

The first quarter sales growth was further fueled by all-time record
echo canceller sales during the first quarter of 1998.  This echo
canceller sales growth represented a 66 percent increase over the first
quarter of 1997 and a 20.5 percent increase over the previous record
high, achieved during the fourth quarter of 1997. 

Record net earnings were also posted during the first quarter of 1998.
Earnings for the first quarter of 1998 were $68,244,000, up 8.2 percent
from the then-record earnings of $63,087,000 a year earlier.  Last
year's earnings included a gain on the sale of stock held as an
investment of $13,855,000 (net of taxes).  Diluted earnings per share
for the current quarter were 37 cents as compared to 27 cents for the
first quarter of 1997, excluding the effect of the gain on the sale of
the stock.  The increase in earnings for the first quarter of 1998 was
primarily the result of the aforementioned sales growth and an increase
in the gross profit margin as a percentage of sales. 

The gross profit margin for the first quarter 1998 improved to 63.3
percent from 61.4 percent for the same period in 1997.  This
improvement reflects the continued shift in product mix toward
higher-margin TITAN, MartisDXX and echo canceller products and revenues
recognized from customer service installation activities. 

Operating expenses for the first quarter of 1998 were $111,383,000, an
increase of 38.7 percent over the operating expenses incurred during the
first quarter of 1997.  The marketing and general and administrative
expense increase of $21,027,000 was primarily the result of expenses
incurred to support and install TITAN products.  The remaining increase
in these expenses represents investment aimed at expanding world-wide
presence through the addition of staff, opening of new offices and
installation of infrastructure commensurate with business growth.
Research and development expenses, which increased by $10,070,000,
remained relatively consistent at 13.2 percent of sales as compared with
13.4 percent of sales during the first quarter of 1997.  Operating
expenses increased as a percentage of sales to 34.0 percent for the
first quarter of 1998 as compared to 32.5 percent for the same period in
1997. 

Other income was $1,248,000 for the first quarter of 1998 compared to
$21,071,000 for the first quarter of 1997.  The gain on the sale of
stock held as an investment during the first quarter of 1997 of
$20,803,000 was the primary reason for the large decrease in comparison
to 1997.  Interest income increased to $4,039,000 in the first quarter
of 1998, up 69.5 percent from $2,383,000 in the first quarter of 1997,
mainly as a result of interest earned on the significantly higher cash
balances. 

                                       -9-

The effective tax rate was approximately 32.5 percent for the first
quarter of 1998 compared to 33.4 percent for the first quarter of 1997.
The reduction reflects increased income being generated outside of the
U.S. in those countries with lower tax rates and a donation to the
Tellabs Foundation, which was established during 1995 to make charitable
contributions.  The 1998 effective tax rate reflects adjustments from
the Federal statutory rate primarily attributable to foreign tax rate
benefits. 

The Company cautions that except for historical information, the matters
discussed or incorporated by reference in this Quarterly Report on Form
10-Q are forward-looking statements that involve risks and uncertainties
that may affect the Company's actual results and cause results to
differ materially from such forward-looking statements.  Such risks and
uncertainties include but are not limited to, economic conditions,
product demand and industry capacity, competitive products and pricing,
manufacturing efficiencies, research and new product development,
protection of and access to intellectual property, patents and
technology, ability to attract and retain highly qualified personnel,
availability of components and critical manufacturing equipment, ability
of vendors and third parties to respond to Year 2000 issues, facility
construction and start-ups, the regulatory and trade environment, and
other factors indicated from time to time in the Company's filings with
the Securities and Exchange Commission.  Such forward-looking statements
reflect only information available at the time this report is being
filed, as a result the Company undertakes no obligation to update the
statements to reflect subsequent circumstances or events.































                                      -10-


                      PART II.  OTHER INFORMATION






ITEM 6.  Exhibits and Reports on Form 8-K

     (A) Exhibits: 

         Exhibit 19.1 - Letter to Stockholders for First Quarter  
         (including graphs depicting comparisons of the Company's 
         gross profit margin, book value per share, and 
         return on equity for fiscal years 1994 - 1997 and  
         year-to-date results for 1998 which have been omitted from 
         this filing.)  The Company issued this letter to  
         stockholders through the Company's website at  
         www.tellabs.com. 

         Exhibit 19.2 - 1998 First Quarter News Release  
         (incorporated into Exhibit 19.1) 

         Exhibit 27 - Financial Data Schedule.

     (B) Reports on Form 8-K

         The Registrant filed a report on Form 8-K on  
         February 20, 1998, to announce that the Company had 
         entered into an Agreement and Plan of Merger with
         Coherent Communications Systems Corporation ("Coherent") 
         whereby Coherent would become a wholly-owned subsidiary
         the Company. 

         The Registrant filed a report on Form 8-K on April 20, 1998, 
         prior to the filing of this report on Form 10-Q, with respect
         to the Company's announcement that (1) Coherent had called 
         a special meeting of its stockholders to approve the merger  
         agreement and (2) the companies have received a request for 
         additional information about the merger from the Antitrust  
         Division of the U.S. Department of Justice.
















                                      -11-

                             TELLABS, INC.

                               SIGNATURE




Pursuant to the requirements 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. 
                                      ---------------- 
                                        (Registrant)

                                   

                                   /s/ J. Peter Johnson 
                                    ------------------- 
                                     J. Peter Johnson 
                                     Vice President/Controller
                                     & Chief Accounting Officer




   May 6, 1998 
- ---------------- 
     (Date)



























                                      -12-






                                                       Exhibit 19.1

Fellow Stockholders:  

"The Adventure Continues" was the theme of Tellabs' January sales
meeting and of our recently published 1997 annual report.  That theme
was certainly appropriate for the first quarter of 1998, as the company
continued the trends of revenue and earnings growth that have typified
its performance over the past several years.  Revenue in the quarter
amounted to $327.5 million, a record high for first quarter sales and a
32.5 percent increase over revenue of $247.1 million in the first
quarter a year ago.  As usual, sales of the TITAN (a registered
trademarks of Tellabs Operations, Inc.) 5500 digital cross-connect
system led the way, increasing by 40 percent over sales in the first
quarter of 1997.  Echo canceller sales were particularly robust during
the quarter, and sales of the MartisDXX (a registered Finnish trademark
of Tellabs Oy) system were up too, despite a persistently difficult
market.

Net earnings for the quarter amounted to $68.2 million, just over 8
percent above earnings in the first quarter a year ago.  First-quarter
earnings a year ago, however, benefited from a sale during the quarter
of stock held by the company as an investment that added $13.9 million
to the bottom line.  Excluding that income, earnings this quarter were
up 38.6 percent over those a year ago.  Earnings per share on a diluted
basis - a phrase you will have to become accustomed to, says the FASB -
were 37 cents this quarter and 34 cents last year including the stock
sale and 27 cents without it.

As noted, TITAN 5500 system sales were strong throughout the quarter,
both for new installations and for upgrades.  The announcement during
the quarter by Bell Atlantic that Tellabs had been selected as its
supplier for wideband digital cross-connect systems for the next five
years reinforces the attractiveness of the TITAN product as a primary
service-provisioning vehicle in backbone telecommunications networks.
SONET-based system architectures continue to be the choice of service
providers for high-traffic-density networks in North America, though the
nature of the traffic traversing those networks is changing from
primarily voice to primarily data traffic, and from mostly time-division
to packet- and cell-based protocols.

Sales of the MartisDXX digital networking multiplexer increased over
those a year ago by 26 percent, an increase lower than we have been
accustomed to in recent quarters.  This is primarily a consequence of
adverse exchange rates during the quarter and of moderately diminished
demand from several Asian customers experiencing currency problems in
their home countries.  (This current Asian situation illustrates the
value to a company of having global market reach.  We know that the
world economy is simply not uniform and homogeneous.  Differing factors
will influence regional markets in often unpredictable ways and at
unpredictable times.  Without the leveling influence of significant

                                   1 







diversity in market scope, a company is inevitably susceptible to these
vagaries from time to time.  And even with a broad market scope, some
susceptibility will always exist.  This is an uncertain world!)

One other item of significance should be noted here.  In February,
Tellabs announced the pending acquisition of Coherent Communications
Systems Corporation.  Coherent possesses considerable know-how and an
enviable presence, especially in markets outside North America, in the
area of echo cancellers, a product area of long-standing interest to
Tellabs.  We are delighted at the prospect of welcoming Dan McGinnis and
the folks at Coherent to the Tellabs family.  We are currently in the
process of securing the necessary stockholder and government approvals
for the transaction.  We hope to consummate the merger during the second
quarter.

As we look forward to the rest of 1998 and to the future, we find
ourselves increasingly involved in strategic analysis and planning.
Planning and analysis are fine, but implementation is the crucial issue
and a key for Tellabs.  This industry continues to grow, though not
necessarily evenly around the globe, and to play an increasingly
prominent role in the daily lives of most businesses and individuals.
Both factors are likely to persist.  Industry consolidation, so visible
of late in the financial services industry, will likely continue to
characterize our environment as well in the months ahead.

Telecommunications is an industry of scale, like it or not, and this
reality has a tendency to drive industry dynamics.  So does technology.
Much has been written of late about innovation and new communication
services based upon emerging technologies, most related to optical
networking.  Tellabs intends to stay abreast of the trends and
technologies affecting telecommunications.  This company has, we
believe, a significant role to play in the future of this very exciting
industry.  We'll keep you informed along the way.


Sincerely, 

/s/ Michael J. Birck  
- -----------------------  
    Michael J. Birck  
 Chief Executive Officer


First Quarter Earnings Release (website link to this information which
is attached hereto as Exhibit 19.2)

     Results of Operations

     Condensed Consolidated Balance Sheet



                                   2 







Common Stock Market Data

Tellabs' common stock is listed on The Nasdaq Stock Market under
the symbol TLAB and appears in most daily newspaper stock tables
as Telabs.  At February 16, 1998, there were approximately 3,725
stockholders of record. Tellabs is a component of the Nasdaq-100
Index and the Standard & Poor's 500 Index.


10-K Report

Stockholders may obtain without charge a copy of the Tellabs 1997
Form 10-K as filed with the Securities and Exchange Commission upon
request to:

     Secretary
     Tellabs, Inc.
     4951 Indiana Avenue
     Lisle, Illinois 60532 U.S.A.
     Edgar Archives

For Tellabs investor relations contact:

     Tom Scottino
     1.630.378.7504
     [email protected]


Except for historical information, the matters discussed or
incorporated by reference in this letter are forward-looking
statements that involve risks and uncertainties associated with
competition, market growth, customer acceptance and timely
availability of products and features, as well as other risks
that may be detailed from time to time in the company's filings
with the Securities and Exchange Commission. Tellabs' actual
future results could differ materially from those discussed
here.  The company undertakes no obligation to revise or update these
forward-looking statements to reflect events or circumstances or to
reflect the occurrence of unanticipated events.













                                   3 









NEWS RELEASE                                      EXHIBIT 19.2

FOR IMMEDIATE RELEASE              CONTACT: Peter A.  Guglielmi  
04/20/98                                    (630) 378-6111


     TELLABS BEGINS 24th YEAR WITH BEST FIRST QUARTER IN HISTORY
 
Lisle, Ill.  - Telecommunications-equipment manufacturer Tellabs, Inc.,
announced Monday that it began its 24th year of operation with the
highest sales and earnings for any first quarter in company history.  It
was the company's second-best quarter, exceeded only by the all-time
record sales and earnings reported in the fourth quarter of 1997.

Sales for the first quarter, ended April 3, were $327,502,000, up 32.5
percent from $247,123,000 a year earlier.

Net income for the first quarter was $68,244,000, up 8.2 percent from
$63,087,000 a year earlier when operating results included a pre-tax
gain of $20,803,000 ($13,855,000 or 7 cents per diluted share, after
tax) on the sale of stock held as an investment.  Excluding the effect
of the stock-sale gain, net income for the first quarter of 1998 was
38.6 percent greater than the level recorded in the first quarter of
1997.   

Earnings per share of common stock on a diluted basis for the first
quarter were 37 cents, compared with 34 cents (or 27 cents excluding the
stock-sale gain) for the first quarter of 1997.

"1998 began with continued strong performance across Tellabs' three
major product lines," said Tellabs President and CEO Michael J. Birck.
"Sales of our SONET-based TITAN (a registered trademark of Tellabs
Operations, Inc.) 5500 digital cross-connect system exceeded last year's
first-quarter level by 40 percent.  MartisDXX (a registered Finnish
trademark of Tellabs Oy) system sales were up 26 percent, and echo
canceller sales were up 66 percent.

"Tellabs has an aggressive schedule in 1998 for launching new products,
including major enhancements to its TITAN 5500 and MartisDXX systems,"
Birck continued.  "In addition, we continue to make good progress in the
development of new ATM-based products that will be introduced in the
latter half of this year."

In February, Tellabs and Coherent Communications Systems Corporation
announced a definitive merger agreement under which Coherent would
become a wholly owned subsidiary of Tellabs.  In March, Tellabs
announced that it will supply its SONET-based TITAN 5500 digital
cross-connect systems to Bell Atlantic under the terms of a new
five-year agreement under which Tellabs was selected as the sole
supplier of wideband digital cross-connects to Bell Atlantic.  Tellabs
also announced during the quarter that Telefonos de Mexico (Telmex)

                                   1 







selected the MartisDXX system for a new digital leased line network and
that Datakom Austria will use the MartisDXX system in a nationwide voice
and data network.

Tellabs designs, manufactures, markets and services voice and data
transport and access systems.  The company's products are used worldwide
by the providers of communications services.  Tellabs, Inc., stock is
listed on the Nasdaq Stock Market (TLAB).












































                                   2









                               TELLABS, INC.
                            RESULTS OF OPERATIONS
                 (Dollars in thousands, except per-share data)
                                (Unaudited)

                                      Three Months Ended

                               04/03/98                03/28/97
                               ---------              -----------

Net Sales                      $327,502                 $247,123
Cost of Goods Sold              120,219                   95,420
                               ---------              -----------
Gross Profit                    207,283                  151,703

Operating Exp.
 Mktg. & G.A.                    66,601                   45,574
 Research & Dev.                 43,306                   33,236
 Goodwill Amort.                  1,476                    1,506
                               ---------              -----------
Total Oper. Exp.                111,383                   80,316

Oper. Profit                     95,900                   71,387
Other Income(Expense) - Net       5,202                   23,338
                               ---------              -----------
Profit Before Tax               101,102                   94,725

Income Taxes                     32,858                   31,638
                               ---------              -----------
Net Profit                      $68,244                  $63,087
                               =========              ===========

Earnings per Share
 - Basic                          $0.38                    $0.35
                               =========              ===========
 - Diluted                        $0.37                    $0.34
                               =========              ===========
Average Number of Shares
  of Common Stock Outstanding
 - Basic                        181,873                  180,125
 - Diluted                      186,947                  185,711









                                   3








                               TELLABS, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEET
                           (Dollars in thousands)
                                (Unaudited)
                                            1998         1997
                                          1st Qtr.     Year End
Assets                                   -----------  -----------
Current Assets  
  Cash and investments                     $600,486     $487,034
  Accounts receivable, less allowance       259,595      284,084
  Inventories                                94,467       89,614
  Other current assets                        1,376        2,202
                                         -----------  -----------
          Total Current Assets              955,924      862,934

  Property, Plant, and Equipment            352,108      338,296
   Less accumulated depreciation           (134,170)    (128,967)
                                         -----------  -----------
                                            217,938      209,329

  Goodwill                                   58,482       61,453
  Other Assets                               54,373       49,663
                                         -----------  -----------
         Total Assets                    $1,286,717   $1,183,379
                                         ===========  ===========
Liabilities
Current Liabilities
  Accounts payable                          $48,098      $50,422
  Accrued liabilities                       123,620      115,917
  Income taxes                               57,417       59,481
                                         -----------  -----------
          Total Current Liabilities         229,135      225,820

Long-Term Debt                                2,850        2,850
Other Long-Term Liabilities                  15,494       14,870
Deferred Income Taxes                         6,188        6,730
                                         -----------  -----------
          Total Liabilities                 253,667      250,270

Stockholders' Equity
Common Stock, $.01 Par Value                  1,822        1,816
Additional Paid-In Capital                  147,684      130,378
Cumulative Translation Adjustment           (43,150)     (27,901)
Unrealized Holding Gains on Securities      125,624       95,990
Retained Earnings                           801,070      732,826
                                         -----------  -----------
        Total Stockholders' Equity        1,033,050      933,109
                                         -----------  -----------
        Total Liabilities &
             Stockholders' Equity        $1,286,717   $1,183,379
                                         ===========  ===========

                                   4  





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This scehdule contains summary financial information extracted from the
April 3, 1998, Income Statement and Balance Sheet and is qualified in its
entirety by reference to such 10-Q.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-01-1999
<PERIOD-END>                               APR-03-1998
<CASH>                                       178029000
<SECURITIES>                                 422457000
<RECEIVABLES>                                263247000
<ALLOWANCES>                                   3652000
<INVENTORY>                                   94467000
<CURRENT-ASSETS>                             955924000
<PP&E>                                       352108000
<DEPRECIATION>                               134170000
<TOTAL-ASSETS>                              1286717000
<CURRENT-LIABILITIES>                        229135000
<BONDS>                                        2850000
                                0
                                          0
<COMMON>                                       1822000
<OTHER-SE>                                  1031228000
<TOTAL-LIABILITY-AND-EQUITY>                1286717000
<SALES>                                      327502000
<TOTAL-REVENUES>                             327502000
<CGS>                                        120219000
<TOTAL-COSTS>                                120219000
<OTHER-EXPENSES>                             111383000
<LOSS-PROVISION>                                288000
<INTEREST-EXPENSE>                           (3954000)
<INCOME-PRETAX>                              101102000
<INCOME-TAX>                                  32858000
<INCOME-CONTINUING>                           68244000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  68244000
<EPS-PRIMARY>                                     0.38
<EPS-DILUTED>                                     0.37
        

</TABLE>


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