8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 22, 2007 (September 7, 2007)

AVAYA INC.

(Exact Name of Registrant as Specified in its Charter)

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

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

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

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

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

Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On August 31, 2007, Avaya Inc. (the “Company”) sent a notice to participants in the Avaya Inc. Savings Plan for Salaried Employees and the Avaya Inc. Savings Plan (together, the “Plans”) regarding an upcoming blackout period.  The blackout period is expected to begin as of 4:00 p.m. Eastern Time one business day before the effective time of the proposed merger (the “Merger”) of Avaya Inc. with an entity formed by two private equity funds, Silver Lake Partners III, L.P. and TPG Partners V, L.P. (the “Closing Date”).  The blackout period will continue for approximately 3 to 5 business days after the Closing Date.  The blackout period will only occur if the proposed Merger is consummated.  It is being implemented to administer the exchange of shares of the Company’s common stock held by the Plans for cash in that event.

The blackout period will impact participants in the Plans who have invested any portion of their accounts in the Avaya Stock Fund, the Employer Shares Fund I or the Employer Shares Fund II (collectively, the “Avaya Stock Funds”).  During the blackout period, participants invested in the Avaya Stock Funds will be unable to initiate loans, withdrawals, exchanges or distributions of any portion of their account balances that are invested in the Avaya Stock Funds.

On September 7, 2007, the Company sent a notice (the “Notice”) to its directors and executive officers advising them of the blackout period.  The Notice provided that, during the blackout period, directors and executive officers of the Company will be prohibited from purchasing and selling the Company’s equity securities and engaging in certain other transactions, except as otherwise permitted by law.  In the Notice, the Company indicated that it would provide its directors and executive officers with an updated notice regarding the expected timing of the blackout period when that information became available.

On October 22, 2007, the Company sent a second notice (the “Second Notice”) to its directors and executive officers providing additional information regarding the timing of the blackout period. Attached as Exhibit 99.1 is a copy of the Second Notice, which is incorporated herein by reference.

During the blackout period and for two years after the ending date of the blackout period, security holders and other interested persons may obtain, without charge, information about the actual beginning and ending dates of the blackout period by contacting Avaya Inc., Attention: Corporate Secretary, 211 Mt. Airy Road, Basking Ridge, NJ 07920, Tel: (908) 953-6000.

Item 9.01(d). Exhibits.

Exhibit Number	Description
99.1	Notice dated October 22, 2007 to Directors and Executive Officers of Avaya Inc. Regarding 401(k) Plan Blackout

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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: October 22, 2007	By:	/s/ Eric M. Sherbet
		Name:	Eric M. Sherbet
		Title:	Vice President – Law, Corporate and Securities, and
			Corporate Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Notice dated October 22, 2007 to Directors and Executive Officers of Avaya Inc. Regarding 401(k) Plan Blackout

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EX-99.1

Exhibit 99.1

Notice to Directors and Executive Officers of
Avaya Inc.

Restriction on Trading Avaya Inc. Equity Securities During Savings Plan Blackout Period
Associated with Proposed Merger

As you know, Avaya Inc. has entered into a merger agreement with affiliates of two private equity firms, Silver Lake Partners and TPG Capital. Pursuant to the merger agreement, shares of Avaya common stock held in the Avaya Stock Fund, the Employer Shares Fund I and the Employer Shares Fund II (collectively, the “Avaya Stock Funds”) of the Avaya Inc. Savings Plan for Salaried Employees and the Avaya Inc. Savings Plan (together, the “Savings Plans”) will be converted into the right to receive the merger consideration of $17.50 per share if the merger is consummated.

If the transaction is finalized, a blackout period will be imposed on the Avaya Stock Funds to complete this conversion. This blackout period will begin at 4:00 pm Eastern Time on the business day before the closing date of the merger (the “Closing Date”) and end three to five business days after the Closing Date. During the blackout period, participants in the Savings Plans will be unable to initiate loans, withdrawals, exchanges or distributions of any portion of their account balances invested in the Avaya Stock Funds.

SEC rules and company policies prohibit you from purchasing, selling, acquiring or transferring any Avaya equity securities during this blackout period. This includes transactions with respect to stock options. Applicable regulations interpret this concept very broadly and establish a presumption that any sale or other transfer of equity securities by a Director or Executive Officer during a blackout period violates the trading prohibition. If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the transaction, and you are subject to civil and criminal penalties. Please note, however, that the conversion of your Avaya stock into the right to receive the merger consideration will not violate this trading prohibition.

This blackout period is expected to begin as of 4 PM Eastern Time on October 25, 2007 and is expected to terminate some time during the week of October 29. However, for all practical purposes given the nature of the proposed merger, this blackout period will impact you for only one day (except to the extent that you are a participant in one of the Savings Plans).

For further information regarding this blackout period (including, without charge, information regarding whether the blackout period has begun or ended), please contact Frank Mahr at the following address and phone number: Avaya Inc., 211 Mt. Airy Road, Room 3C623, Basking Ridge, NJ 07920, Tel: (908) 953-3918.