SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHACHT HENRY B

(Last)

(First)

(Middle)

600 MOUNTAIN AVENUE

(Street)

MURRAY HILL

07974

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LUCENT TECHNOLOGIES INC [ LU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/30/2006		D		1,141,127⁽¹⁾	D	$0	0⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (Right to buy)	$13.0455	11/30/2006		D			323,141⁽²⁾	11/30/2006	01/19/2007	Common Stock	323,141	$0.00	0⁽²⁾	D
Director Stock Options (Right to buy)	$44.4248	11/30/2006		D			12,462⁽²⁾	11/30/2006	02/28/2009	Common Stock	12,462	$0	0⁽²⁾	D
Director Stock Options (Right to buy)	$62.2604	11/30/2006		D			10,528⁽²⁾	11/30/2006	02/28/2010	Common Stock	10,528	$0	0⁽²⁾	D
Director Stock Options (Right to buy)	$1.505	11/30/2006		D			5,000⁽²⁾	11/30/2006	03/27/2013	Common Stock	5,000	$0	0⁽²⁾	D
Employee Stock Options (Right to buy)	$16.0313	11/30/2006		D			2,000⁽²⁾	11/30/2006	12/25/2010	Common Stock	2,000,000	$0	0⁽²⁾	D
Employee Stock Options (Right to buy)	$21.5071	11/30/2006		D			402,920⁽²⁾	11/30/2006	10/05/2007	Common Stock	402,920	$0	0⁽²⁾	D
Employee Stock Options (Right to buy)	$13.0455	11/30/2006		D			402,920⁽²⁾	11/30/2006	01/19/2007	Common Stock	323,141	$0	0⁽²⁾	D
Deferred Stock Units	$0⁽¹⁾	11/30/2006		D			14,455.405⁽²⁾	⁽³⁾	⁽³⁾	Common Stock	14,455.405	$0	0⁽¹⁾	D

Explanation of Responses:

1. Pursuant to the terms of the merger agreement between Alcatel and Lucent Technologies Inc., each share of Lucent common stock, par value $0.01 per share, was converted into 0.1952 of an American Depositary Share of Alcatel-Lucent (the combined company).

2. Pursuant to the terms of the merger agreement, each option to purchase Lucent stock was converted into the right to purchase 0.1952 of an American Depositary Share of Alcatel-Lucent ( the combined company).

3. Payable generally following termination of service as a director or upon attainment of a specified age.

Remarks:

See attached footnote page.

	s/ Henry B. Schacht, by William R. Carapezzi, Jr., as attorney in fact	11/30/2006
	** Signature of Reporting Person	Date
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