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.