<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Tellabs, Inc.
--------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------
(Title of Class of Securities)
879664100
--------------------------------------------------------------
(CUSIP Number)
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
<PAGE> 2
CUSIP NO. 879664100 13G
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael J. Birck, ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( ) (b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER 6,708,738
OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
13,084,000
7 SOLE DISPOSITIVE POWER
6,708,342
8 SHARED DISPOSITIVE POWER
13,084,396
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,208,738
<PAGE> 3
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
(X)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.88%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 879664100 13G
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Katherine R. Birck, ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( ) (b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
<PAGE> 4
5 SOLE VOTING POWER
NUMBER 584,000
OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
19,208,738
7 SOLE DISPOSITIVE POWER
584,000
8 SHARED DISPOSITIVE POWER
19,208,738
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
584,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
(X)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.30%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 879664100 13G
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Oak Street Investments, L.P., a Delaware limited partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( ) (b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware limited partnership
5 SOLE VOTING POWER
NUMBER 0
OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
12,500,000
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
12,500,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500,000
<PAGE> 6
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.43%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
Item 1(a) Name of Issuer:
Tellabs, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
4951 Indiana Avenue
Lisle, Illinois 60532
Item 2(a)-(c) Name, Principal Business Address and Citizenship
of Persons Filing:
This statement is being filed by Michael J. Birck,
Mr. Birck's principal place of business is 4951
Indiana Avenue, Lisle, IL 60532. Mr. Birck is a
United States citizen.
Katherine R. Birck is the spouse of Michael J. Birck.
Mrs. Birck's residence is 744 South Oak Street,
Hinsdale, Illinois 60521. Mrs. Birck is a United
States citizen.
Oak Street Investments, L.P. is an Illinois limited
partnership whose principal place of business is 744
South Oak Street, Hinsdale, Illinois 60521. Mr. and
Mrs. Birck are both general partners of Oak Street
Investments, L.P.
<PAGE> 8
With respect to Mr. Birck, this statement relates only
to Mr. Birck's indirect ownership of shares
of Common Stock of Tellabs, Inc. owned directly by Oak
Street Investments, L.P. and the Tellabs Retirement
Plan, and certain shares of Common Stock of Tellabs,
Inc. owned directly by Mr. Birck. Mr. Birck disclaims
beneficial ownership of 584,000 shares owned by his
spouse, Katherine R. Birck.
With respect to Mrs. Birck, this statement relates
only to 584,000 shares of Common Stock of Tellabs,
Inc. owned directly by Mrs. Birck. Mrs. Birck
disclaims beneficial ownership of shares of Common
Stock of Tellabs, Inc. owned directly by Mr. Birck,
the Tellabs Retirement Plan and Oak Street
Investments, L.P.
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
879664100
Item 3. Not Applicable.
<PAGE> 9
Item 4. Ownership.
A. Michael J. Birck
------------
(a) Amount Beneficially Owned: 19,208,738 Shares
(excludes 584,000 shares of which the reporting
disclaims beneficial ownership) (1)
(b) Percent of Class: 9.88%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 6,708,738 (includes 396 shares
held by the Tellabs Retirement Plan on
behalf of Mr. Birck and excludes 12,500,000
shares held by Oak Street Investments, L.P.
and 584,000 shares held by Mrs. Birck) (1)
(ii) shared power to vote or to direct the
vote: 13,084,000 (1) (includes 12,500,000
shares held by Oak Street Investments, L.P.
and 584,000 shares held by Mrs. Birck)
(iii) sole power to dispose or to direct
the disposition of: 6,708,342 (excludes 396
shares held by the Tellabs Retirement Plan,
12,500,000 shares held by Oak Street
Investments, L.P. and 584,000 shares held by
Mrs. Birck)
(iv) shared power to dispose or to direct the
disposition of: 13,084,396 (1) (includes
396 shares held by the Tellabs Retirement
Plan, 12,500,000 shares held by Oak Street
Investments, L.P. and 584,000 shares held by
Mrs. Birck)
<PAGE> 10
B. Katherine R. Birck
---------------
(a) Amount Beneficially Owned: 584,000 Shares
(excludes 19,208,738 shares of which the
reporting person disclaims beneficial
ownership)(1)
(b) Percent of Class: .30%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
584,000 (excludes 12,500,000 shares held by
Oak Street Investments, L.P. and 6,708,738
shares held by or on behalf of Mr. Birck)
(ii) shared power to vote or to direct the
vote: 19,208,738(1) (includes 12,500,000
shares held by Oak Street Investments, L.P.
and 6,708,738 shares held by or on behalf
of Mr. Birck)
(iii) sole power to dispose or to direct
the disposition of: 584,000 (excludes
12,500,000 shares held by Oak Street
Investments, L.P. and 6,708,738 shares
held by or on behalf of Mr. Birck)
(iv) shared power to dispose or to direct the
disposition of: 19,208,738(1) (includes
12,500,000 shares held by Oak Street
Investments, L.P. and 6,708,738 shares
held by or on behalf of Mr. Birck)
<PAGE> 11
B. Oak Street Investments, L.P.
----------------------------
(a) Amount Beneficially Owned: 12,500,000 Shares
(b) Percent of Class: 6.43%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 0
(ii) shared power to vote or to direct the
vote: 12,500,000
(iii) sole power to dispose or to direct
the disposition of: 0
(iv) shared power to dispose or to direct
the disposition of: 12,500,000
(1) The filing of this statement shall not be construed as an
admission that the reporting person is, for purposes of Section
13(d) or 13(g) of the Act, the beneficial owner of these securities.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable.
<PAGE> 12
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
<PAGE> 13
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 15, 1999
MICHAEL J. BIRCK
s/Michael J. Birck
---------------------------------------------
KATHERINE R. BIRCK
s/Katherine R. Birck
---------------------------------------------
OAK STREET INVESTMENTS, L.P.
By: s/Michael J. Birck, General Partner
----------------------------------------
<PAGE> 14
EXHIBIT INDEX
-------------
Found on
Sequentially
Exhibit Numbered Page
- ------- -------------
Exhibit A: Agreement of Joint Filing 15
<PAGE> 15
EXHIBIT A
---------
Agreement of Joint Filing
-------------------------
The undersigned hereby agree that they are filing jointly
pursuant to Rule 13d-1 of the Act the statement dated February 15,
1999, containing the information required by Schedule 13G, for the
6,708,738
Shares of the Common Stock of Tellabs, Inc. held by or on
behalf of Michael J. Birck, the 584,000 shares of the Common Stock of
Tellabs, Inc. held by Katherine R. Birck and the 12,500,000 shares
of the Common Stock of Tellabs, Inc. held by Oak Street Investments,
L.P.
Dated: February 15, 1999
MICHAEL J. BIRCK
s/Michael J. Birck
---------------------------------------------
KATHERINE R. BIRCK
s/Katherine R. Birck
---------------------------------------------
OAK STREET INVESTMENTS, L.P.
By: s/Michael J. Birck, General Partner
----------------------------------------
