TELLABS INC, 10-Q, EX-3, 2000-08-14

TELLABS INC
10-Q, EX-3, 2000-08-14
TELEPHONE & TELEGRAPH APPARATUS

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CERTIFICATE OF AMENDMENT

TO RESTATED CERTIFICATE OF INCORPORATION

TELLABS, INC.


	Adopted in accordance with the provisions
	of Section 242 of the General Corporation
	Law of the State of Delaware

We, Michael J. Birck, President and Carol Coghlan Gavin, Secretary of Tellabs, Inc., a corporation existing under the laws of the State of Delaware (the "Corporation"), do hereby certify on behalf of the Corporation as follows:

FIRST: That the name of the Corporation is Tellabs, Inc.

SECOND: That the Restated Certificate of Incorporation of the Corporation was filed by the Secretary of State of Delaware on June 24, 1992, a Certificate of Correction thereto was filed by the Secretary of State of Delaware on March 24, 1993, a Certificate of Amendment thereto was filed by the Secretary of State of Delaware on April 21, 1994, a Certificate of Amendment thereto was filed by the Secretary of State of Delaware on May 3, 1995, and a Certificate of Amendment thereto was filed by the Secretary of State of Delaware on April 16, 1997.

THIRD: That the Restated Certificate of Incorporation of said Corporation has been amended as follows:

The first paragraph of Article Fourth of the Restated Certificate of Incorporation is amended to read as follows:

1. Authorized Capital Stock. The aggregate number of shares of stock which the Corporation has authority to issue is 1,005,000,000 shares of which 1,000,000,000 shall be shares of common stock, $.01 value per share (hereinafter "Common Stock"), and of which 5,000,000 shares shall be shares of preferred stock, $.01 par value per share (hereinafter "Preferred Stock").

FOURTH: That the aforesaid amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the affirmative vote of the holders of a majority of all outstanding stock entitled to vote at the annual meeting of stockholders on April 19, 2000, which meeting was called and held upon notice in accordance with Section 222 of said Law.

IT WITNESS WHEREOF, we have signed this Certificate of Amendment this 19^th day of April, 2000.

TELLABS, INC.

/s Michael J. Birck
Michael J. Birck, President

Attest:

/s Carol Coghlan Gavin
Carol Coghlan Gavin, Secretary