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 27, 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 9. REGULATION FD DISCLOSURE

         On March 27, 2003, Lucent Technologies Inc. ("Lucent"), the former
parent of Avaya Inc., a Delaware corporation (the "Company" or "Avaya",)
announced that it has entered into a settlement of all pending shareholder and
related litigation against Lucent in connection with the purported class actions
described under the caption "Lucent Securities Litigation" in Avaya's Quarterly
Report on Form 10-Q for the quarter ended December 31, 2002. The settlement is
subject to final court approval.

         Under the terms of the settlement, Lucent said it will:

         1)       pay $315 million in common stock, cash or a combination of
                  common stock and cash, in Lucent's discretion, subject to
                  partial recovery of this amount under fiduciary insurance
                  policies that are worth up to $70 million;

         2)       issue three-year warrants to purchase 200 million shares of
                  its common stock at an exercise price of $2.75 per share,
                  resulting in a Black-Scholes valuation for these warrants of
                  approximately $100 million; and

         3)       pay $5 million in cash for the cost of settlement
                  administration.

         Lucent also stated that certain of its insurance carriers have agreed
to pay $148 million into the total settlement fund and that it expects to record
a charge in the quarter ended March 31, 2003, of $420 million related to the
settlement. Lucent indicated that the charge may be adjusted in future quarters
if Lucent is able to recover a portion of the settlement from its fiduciary
insurance carriers, as well as to reflect changes in the fair value of the
warrants.

         Certain cases which are the subject of the settlement are shared
contingent liabilities under the Contribution and Distribution Agreement entered
into by Lucent and Avaya in connection with the spin-off of Avaya by Lucent in
September 2000. As a result, Avaya would be responsible for 10% of the
liabilities attributable to those cases. Avaya expects to record a charge in the
quarter ended March 31, 2003 representing its portion of the settlement
obligation. The amount of the charge has not yet been determined. In the event
that Lucent recovers a portion of the settlement from its fiduciary insurance
carriers, Avaya may participate in that recovery on a pro rata basis.




                                   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 28, 2003               By:      /s/ Pamela F. Craven
                                       ----------------------------------------
                                       Name: Pamela F. Craven
                                       Title: Senior Vice President, General
                                                   Counsel and Secretary