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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Jones Michael Irving

(Last)

(First)

(Middle)

1600 OSGOOD STREET

(Street)

NORTH ANDOVER

01845-1043

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, SCN

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		5,250⁽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)	$1.42	11/30/2006		D			45,000⁽²⁾	11/30/2006	12/15/2009	Common Stock	45,000	$0⁽²⁾	0	D
Employee Stock Options (Right to buy)	$1.78	11/30/2006		D			14,113⁽²⁾	11/30/2006	11/24/2007	Common Stock	14,113	$0⁽²⁾	0	D
Employee Stock Options (Right to buy)	$2.42	11/30/2006		D			84,028⁽²⁾	⁽³⁾	10/31/2013	Common Stock	84,028	$0⁽²⁾	0	D
Employee Stock Options (Right to buy)	$2.78	11/30/2006		D			40,000⁽²⁾	⁽⁴⁾	04/30/2013	Common Stock	40,000	$0⁽²⁾	0	D
Employee Stock Options (Right to buy)	$2.82	11/30/2006		D			60,000⁽²⁾	⁽⁵⁾	11/30/2012	Common Stock	60,000	$0⁽²⁾	0	D
Employee Stock Options (Right to buy)	$3.21	11/30/2006		D			50,000⁽²⁾	11/30/2006	11/30/2010	Common Stock	50,000	$0⁽²⁾	0	D
Employee Stock Options (Right to buy)	$3.955	11/30/2006		D			50,000⁽²⁾	⁽⁶⁾	11/30/2011	Common Stock	50,000	$0⁽²⁾	0	D
Employee Stock Options (Right to buy)	$8.1474	11/30/2006		D			28,352⁽²⁾	11/30/2006	04/01/2011	Common Stock	28,352	$0⁽²⁾	0	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 $.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. These options, after conversion to Alcatel-Lucent options, will vest in four equal annual installments beginning on 11/1/2007.

4. These options, after conversion to Alcatel Lucent options, will vest in four equal annual installments beginning on May 1, 2007.

5. These options, after conversion to Alcatel-Lucent options, will vest in four equal annual installments beginning on 12/1/2006.

6. On 11/30/2006, there were 12,500 options under this grant that were fully vested and exercisable. The remaining options, after conversion to Alcatel-Lucent options, will vest in three equal annual installments beginning on 12/1/2006.

	Michael I. Jones, by William R. Carapezzi, Jr., as attorney-in-fact	11/30/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.