Exhibit 3.3



                    CERTIFICATE OF AMENDMENT 
            TO RESTATED CERTIFICATE OF INCORPORATION  
                        OF 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, and a
Certificate of Amendment thereto was filed by the Secretary of State of
Delaware on May 3, 1995. 

     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
505,000,000 shares, of which 500,000,000 shall be shares of common
stock, $.01 par 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 16, 1997, which meeting was called and held
upon notice in accordance with Section 222 of said Law.







                              -1-


     IN WITNESS WHEREOF, we have signed this Certificate of Amendment
this 16th day of April, 1997.

                              TELLABS, INC.

                              By: s\ Michael J. Birck 
                                  ---------------------------
                                  Michael J. Birck, President

Attest: s\ Carol Coghlan Gavin 
        ------------------------------ 
        Carol Coghlan Gavin, Secretary













































                              -2-