SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 8-K

                           CURRENT REPORT PURSUANT TO
                           SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): March 12, 2001


                                   AVAYA INC.
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             (Exact name of registrant as specified in its charter)


            Delaware                      1-15951            22-3713430
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     (State or other jurisdiction      (Commission         (IRS Employer
        of incorporation)               File Number)     Identification No.)


            211 Mount Airy Road
            Basking Ridge, NJ                                  07920
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      (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (908) 953-6000






ITEM 9.  REGULATION FD DISCLOSURE

      On March 12, 2001, Garry K. McGuire Sr., Chief Financial Officer of Avaya
Inc., a Delaware corporation (the "Company"), in a presentation at the Merrill
Lynch Global Communications Investor Conference held in New York City, noted the
following regarding the Company:

      1.    The acquisition of VPNet Technologies is expected to have a
            $0.17 dilutive impact on the Company on an as reported basis for
            Fiscal 2001.

      2.    The Company's previously disclosed targets for fiscal 2001 for
            depreciation and amortization have been revised from $123 million
            and $60 million, respectively, to $160 million and $100 million,
            respectively.

The dilutive impact referred to in the first paragraph above does not
include the temporary impact of the ramp-up period relating the previously
announced contract manufacturing transaction with Celestica Inc.

      This current report contains forward-looking statements based on current
expectations, forecasts and assumptions that involve risks and uncertainties
that could cause actual outcomes and results to differ materially. These risks
and uncertainties include, but are not limited to, price and product
competition, rapid technological development, dependence on new product
development, the successful introduction of new products, the mix of our
products and services, customer demand for our products and services, the
ability to successfully integrate acquired companies, control of costs and
expenses, the ability to form and implement alliances, the economic, political
and other risks associated with international sales and operations, U.S. and
foreign government regulation, general industry and market conditions and growth
rates and general domestic and international economic conditions including
interest rate and currency exchange rate fluctuations. For a further list and
description of such risks and uncertainties, see the other reports filed by the
Company with the Securities and Exchange Commission. The Company disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

Note: the information in this report is furnished pursuant to Item 9 and shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section.
This report will not be deemed an admission as to the materiality of any
information in the report that is required to be disclosed solely by Regulation
FD.







                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    AVAYA INC.



Date: March 12, 2001                By:  /s/ Garry K. McGuire Sr.
                                        --------------------------------
                                        Name: Garry K. McGuire Sr.
                                        Title: Chief Financial Officer