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 29, 2003


                                   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

        On January 28, 2003, Avaya Inc., a Delaware corporation ("Avaya"),
issued a press release announcing the results of the exchange offer for its
Liquid Yield Option(TM) Notes due 2021. The press release is attached hereto as
Exhibit 99.1

        Note: Liquid Yield Option is a trademark of Merrill Lynch & Co., Inc.

ITEM 7(c).  EXHIBITS

99.1    Press release dated January 29, 2003.










                                   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 29, 2003             By:   /s/ Garry K. McGuire
                                       -----------------------------------------
                                       Name: Garry K. McGuire
                                       Title: Chief Financial Officer
                                                  and Senior Vice
                                                  President,
                                                  Operations







                                  EXHIBIT INDEX



EXHIBIT NUMBER                      DESCRIPTION


99.1    Press release dated January 29, 2003.

EX-99.1

                                                                    EXHIBIT 99.1

MEDIA INQUIRIES:                                     INVESTOR INQUIRIES:
Lynn Newman                                          Derrick Vializ
908-953-8692 (office)                                908-953-7500 (office)
973-993-8033 (home)                                  vializ@avaya.com
lynnnewman@avaya.com


AVAYA COMPLETES LIQUID YIELD OPTION (TM) NOTES EXCHANGE OFFER

FOR IMMEDIATE RELEASE: WEDNESDAY, JANUARY 29, 2003

         BASKING RIDGE, N.J., US - Avaya Inc. (NYSE:AV), a leading global
provider of communications networks and services to businesses, today announced
the results of its exchange offer for its Liquid Yield Option(TM) Notes (LYONS)
due 2021. The exchange offer expired at 5:00 p.m., EST, Jan 28.

         Approximately $84,426,000 aggregate principal amount at maturity of
LYONs, representing approximately 8.9 percent of the outstanding LYONs, were
validly tendered and not withdrawn in the exchange offer. Of these LYONs,
approximately $84,416,000 aggregate principal amount at maturity were tendered
for the mixed consideration and the remainder for the cash consideration.

         For each $1,000 aggregate principal amount at maturity of LYONs
tendered, holders who elected to receive the mixed consideration will receive
$208.40 in cash plus 77 shares of common stock of Avaya in exchange and holders
who elected to receive the cash consideration will receive $389.61 in cash.

         Avaya will pay an aggregate of $17,596,190.50 in cash and deliver
6,500,032 shares of its common stock in the exchange offer.

         Morgan Stanley & Co. Incorporated is acting as the dealer manager for
the exchange offer. Georgeson Shareholder Communications, Inc. is the
information agent, and The Bank of New York is the exchange agent. LYONs holders
with questions on their participation in the exchange offer should contact the
information agent at 866-295-4337 or Morgan Stanley at 212-761-5409 (collect).

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About Avaya


         Avaya Inc. designs, builds and manages communications networks for more
than 1 million businesses worldwide, including 90 percent of the FORTUNE 500(R).
Focused on businesses large to small, Avaya is a world leader in secure and
reliable Internet Protocol (IP) telephony systems and communications software
applications and services.

         Driving the convergence of voice and data communications with business
applications - and distinguished by comprehensive worldwide services - Avaya
helps customers leverage existing and new networks to achieve superior business
results. For more information visit the Avaya website: http://www.avaya.com


NOTE: Liquid Yield Option and LYON are trademarks of Merrill Lynch & Co., Inc.




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