8-K

UNITED STATES

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):  February 7, 2006

AVAYA INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-15951	22-3713430
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

211 Mount Airy Road
Basking Ridge, New Jersey	07920
(Address of Principal Executive Office)	(Zip Code)

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

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.04.Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

Item 8.01.Other Events.

On February 7, 2006, Avaya Inc. (the “Company”) issued a press release announcing that it has requested The Bank of New York, as Trustee (the “Trustee”), under the Indenture, by and between the Company and the Trustee, dated as of October 31, 2001, as amended by the Second Supplemental Indenture, dated as of March 28, 2002, and as amended by the Third Supplemental Indenture, dated as of November 16, 2004 (collectively, the “Indenture”), relating to the 11 1/8% Senior Secured Notes due 2009 (the “Notes”), to issue a Notice of Redemption to holders of the Notes to redeem on April 3, 2006 (the “Redemption Date”) all of the outstanding Notes at a redemption price of 105.563% of the principal amount thereof (the “Redemption Price”), plus accrued and unpaid interest to the Redemption Date of $0.62 per $1,000.00 principal amount thereof.  The total payment per $1,000.00 principal amount of Notes, as of the Redemption Date, will be $1,056.25.  The Notes must be surrendered to The Bank of New York, which is acting as Paying Agent, in accordance with the instructions on the Notice of Redemption.

There are approximately $13.2 million principal amount of Notes outstanding.  Redemption of the Notes will be funded from available cash.

The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c)Exhibits.

99.1Press Release date February 7, 2006

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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: February 7, 2006	By:	/s/ Garry K. McGuire
		Name: Garry K. McGuire
		Title: Chief Financial Officer and
		Senior Vice President,
		Corporate Development

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EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Press Release dated February 7, 2006.

4

EX-99.1

Exhibit 99.1

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 11 1/8% SENIOR SECURED NOTES DUE 2009

For Immediate Release: Tuesday, February 7, 2006

BASKING RIDGE, N.J.– Avaya Inc. (NYSE:AV), a leading global provider of business communications applications, systems and services, today announced it will redeem for cash all of its outstanding 11 1/8% senior secured notes due 2009 (the “notes”) on April 3, 2006.  As provided pursuant to the indenture governing the notes, the redemption price is $1,055.63 per $1,000 principal amount at maturity of notes.  The current principal amount of notes outstanding as of February 7, 2006, is approximately $13.2 million.

A notice of redemption is being mailed by The Bank of New York, the trustee for the notes, to all registered holders of notes.  Copies of the notice of redemption and additional information relating to the procedures 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.

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