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): November 18, 2004

AVAYA INC.

(Exact name of registrant as specified in its charter)

Delaware	1-15951		22-3713430
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer 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 2.01.  Completion of Acquisition or Disposition of Assets

On November 18, 2004, Avaya German HoldCo GmbH, a wholly owned indirect subsidiary of Avaya (“Avaya HoldCo”), completed the acquisition of all of the issued share capital of Tenovis Germany GmbH pursuant to the Share Purchase Agreement (the “Share Purchase Agreement”), dated October 5, 2004, by and among Avaya, Avaya HoldCo, affiliates of Kohlberg Kravis Roberts & Co. and Tenovis Manager Trust GmbH.  Tenovis Germany GmbH is the parent company of Tenovis GmbH & Co. KG, a major European provider of enterprise communications systems and services.

Under the terms of the Share Purchase Agreement, the purchase price consisted of approximately $370 million in cash plus assumption of indebtedness.

The press release announcing the completion of the acquisition is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

Any financial statements required to be filed in connection with the transaction identified under Item 2.01 will be filed by amendment of this Current Report not later than February 3, 2005.

99.1	Press Release of Avaya Inc., dated November 18, 2004
99.2	Press Release of Avaya Inc., dated November 18, 2004

[Signature page to follow]

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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: November 23, 2004	By:	/s/  Garry K. McGuire
			Name: Garry K. McGuire
			Title: Chief Financial Officer and
			Senior Vice President,
			Corporate Development

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EX-99.1

Exhibit 99.1

Media Inquiries:	Investor Inquiries:
Mary Thiele	Matthew Booher
908-953-6152 (office)	908-953-7500 (office)
mthiele@avaya.com	mbooher@avaya.com

AVAYA COMPLETES ACQUISITION OF TENOVIS

FOR IMMEDIATE RELEASE: THURSDAY, NOVEMBER 18, 2004

BASKING RIDGE, N. J. – Avaya Inc., (NYSE:AV) a leading global provider of business communications software, systems and services, today said it completed the acquisition of Tenovis GmbH & Co. KG, a major European provider of enterprise communications systems and services, from affiliates of Kohlberg Kravis Roberts & Co.

Tenovis provides communications solutions, including telephony, call and contact centers, customer relationship management, messaging, networking and services to companies and public authorities across Europe.  With the acquisition, Avaya adds more than 5,400 employees to its operations across Austria, Belgium, France, Germany, Italy, Spain, Switzerland and The Netherlands. The acquisition significantly increases the company’s European customer base, market share and presence.

About Avaya

Avaya Inc. designs, builds and manages communications networks for more than one million businesses worldwide, including more than 90 percent of the FORTUNE 500®. Focused on businesses large to small, Avaya is a world leader in secure and reliable Internet Protocol 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

EX-99.2

Exhibit 99.2

Media Inquiries:	Investor Inquiries:
Lynn Newman	Matthew Booher
908-953-8692 (office)	908-953-7500 (office)
973-993-8033 (home)	mbooher@avaya.com
lynnnewman@avaya.com

AVAYA ANNOUNCES DETAILS OF REDEMPTION OF LIQUID YIELD OPTION™ NOTES (LYONs) DUE 2021

For Immediate Release:  Thursday, November 18, 2004

BASKING RIDGE, N.J., US – Avaya Inc. (NYSE:AV), a leading global provider of business communications software, systems and services, today announced that it will redeem for cash all of its outstanding Liquid Yield Option™ Notes due 2021 (“LYONs”) on December 20, 2004.  As provided pursuant to the indenture governing the LYONs, the redemption price is $545.67 per $1,000 principal amount at maturity of LYONs.  The current accreted value of LYONs outstanding as of November 18, 2004 is approximately $298.5 million.

Holders retain the right to convert their LYONs at any time before 5:00 p.m. Eastern time on December 20, 2004 into Avaya common stock.  The LYONS are convertible into 37.4437 shares of Avaya common stock per $1,000 principal amount at maturity of LYONs.   Any LYONs not converted on or before 5:00 p.m. Eastern time on December 20, 2004 will be automatically redeemed.

A notice of redemption is being mailed by The Bank of New York, the trustee for the LYONs, to all registered holders of LYONs.  Copies of the notice of redemption and additional information relating to the procedure for redemption may be obtained from The Bank of New York by calling 1-800-254-2826.

About Avaya

Avaya Inc. designs, builds and manages communications networks for more than one million businesses worldwide, including more than 90 percent of the FORTUNE 500®. Focused on businesses large to small, Avaya is a world leader in secure and reliable Internet Protocol 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

Liquid Yield Option™ Notes is a trademark of Merrill, Lynch & Co., Inc.