8-K

                       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): January 7, 2002


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


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


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

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






ITEM 5. OTHER EVENTS

      Attached hereto as Exhibit 99.1 is a press release disclosing the
resignation of Patricia F. Russo as Chairman of the Board of Directors and a
Director of Avaya Inc., a Delaware corporation ("Avaya"), and the election of
Donald K. Peterson, President and Chief Executive Officer of Avaya, as Chairman
of the Board of Directors of Avaya, in each case effective as of January 15,
2002.

ITEM 7(c).  EXHIBITS

99.1  Press Release, dated January 7, 2002.










                                   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: January 7, 2002               By:   /s/ Pamela F. Craven
                                        ----------------------------------
                                          Name: Pamela F. Craven
                                          Title: Senior Vice President, General
                                                    Counsel and Secretary






                                  EXHIBIT INDEX

EXHIBIT NUMBER                DESCRIPTION

99.1                          Press Release, dated January 7, 2002.

EX-99.1

                                                                    EXHIBIT 99.1


Paula Horii
908-953-6633
phorii@avaya.com



AVAYA BOARD NAMES DONALD K. PETERSON CHAIRMAN
PATRICIA F. RUSSO WILL RESIGN AS NON-EXECUTIVE CHAIRMAN

FOR IMMEDIATE RELEASE: MONDAY, JANUARY 7, 2002

      BASKING RIDGE, N.J. - Avaya Inc. (NYSE:AV), a global leader in corporate
communications networking solutions and services, today said its board of
directors has elected Donald K. Peterson, 52, chairman and chief executive
officer, effective as of January 15. Formerly Peterson was vice chairman, chief
executive officer and president.

      Patricia F. Russo, 49, who has been named president and CEO of Lucent
Technologies, will resign as an Avaya board member and as Avaya's non-executive
chairman, also effective as of January 15.

      "Pat Russo is an extraordinary businesswoman whose leadership over the
past year has been valuable to Avaya," Peterson said. "On behalf of the board of
directors and all the people of Avaya, we thank Pat for her service to Avaya and
wish her all the best in her new role as Lucent's chief executive."

      Peterson, who became president and CEO of Avaya two years ago, has more
than 25 years of experience in the communications industry. He is a former
executive vice president and chief financial officer of Lucent and has served as
Nortel's chief financial officer and president of Nortel Communications Systems,
Inc.

      He is a graduate of Worcester Polytechnic Institute and holds an MBA from
Dartmouth College. He is a member of the Board of Trustees of WPI and on the
board of directors of Reynolds & Reynolds Co.





                                       2.

ABOUT AVAYA

      Avaya, headquartered in Basking Ridge, N.J., is a leading global provider
of communications solutions and services that help businesses, government
agencies and other institutions -- including more than 90 percent of the Fortune
500 -- excel in the customer economy. Avaya offers Customer Relationship
Management Solutions, Unified Communication Solutions, Hosted Solutions,
MultiService Networking Infrastructure, and Converged Voice and Data Networks --
including the company's no-compromise Enterprise-Class IP Solutions (ECLIPS) --
all supported by Avaya Services and Avaya Labs. Avaya is the worldwide leader in
unified messaging, messaging systems, call centers and structured cabling
systems. It is the U.S. leader in voice communications systems. Avaya is an
official sponsor for the 2002 FIFA World Cup, the 2003 Women's World Cup and
the 2006 FIFA World Cup championships. For more information about Avaya,
visit its Web site at http://www.avaya.com.

                                       ###