SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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                               SCHEDULE 14D-1
                           Tender Offer Statement
                    Pursuant to Section 14(d)(1) of the
                      Securities Exchange Act of 1934
                             (Amendment No. 3)

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                      OCTEL COMMUNICATIONS CORPORATION
                         (Name of Subject Company)

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                           MEMO ACQUISITION CORP.
                          LUCENT TECHNOLOGIES INC.
                                 (Bidders)

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                  Common Stock, Par Value $0.001 Per Share
                       (Title of Class of Securities)

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                                 675724108
                  (CUSIP Number of Classes of Securities)

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                           Pamela F. Craven, Esq.
                           Memo Acquisition Corp.
                        c/o Lucent Technologies Inc.
                            600 Mountain Avenue
                       Murray Hill, New Jersey 07974
                               (908) 582-8500
         (Name, Address and Telephone Number of Persons Authorized
        to Receive Notices and Communications on Behalf of Bidders)

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                                 Copies to:
                          Robert A. Kindler, Esq.
                          Cravath, Swaine & Moore
                              Worldwide Plaza
                             825 Eighth Avenue
                          New York, New York 10019
                               (212) 474-1000





     Lucent  Technologies  Inc. and Memo Acquisition Corp. hereby amend and
supplement the Tender Offer Statement on Schedule 14D-1 (the  "Statement"),
originally  filed on July 23, 1997, with respect to their offer to purchase
all outstanding shares of Common Stock, par value $.001 per share, of Octel
Communications  Corporation,  a Delaware corporation,  as set forth in this
Amendment  No. 3.  Capitalized  terms not defined  herein have the meanings
assigned thereto in the Statement.

     Item 10. Additional Information.

     On September 11, 1997, Parent issued a press release,  a copy of which
is  attached  hereto  as  Exhibit  (a)(1)  and is  incorporated  herein  by
reference.

     Item 11. Material to be filed as Exhibits.

     (a)(1) Press Release, dated September 11, 1997.





                                 SIGNATURES

     After  due  inquiry  and to the best of my  knowledge  and  belief,  I
certify that the information set forth in this statement is true,  complete
and correct.

Dated:    September 11, 1997


                                  MEMO ACQUISITION CORP.,


                                  By:  /s/ Pamela F. Craven
                                       Name:  Pamela F. Craven
                                       Title: Vice President and Secretary


                                  LUCENT TECHNOLOGIES INC.,


                                  By:  /s/ Pamela F. Craven
                                       Name:  Pamela F. Craven
                                       Title:  Vice President - Law






                               EXHIBIT INDEX



Exhibit No.     Exhibit

(a)(1)          Press release, dated
                September 11, 1997





                                                             EXHIBIT (a)(1)




Dan Coulter - Lucent Technologies
908-582-7635 (work)
908-582-0297 (home)

Greg Klaben - Octel Communications Corporation
408-324-6571 (work)
408-255-2126 (home)


                        LUCENT TECHNOLOGIES EXTENDS
                TENDER OFFER FOR OCTEL STOCK TO SEPTEMBER 19

FOR RELEASE:  Thursday, September 11, 1997


     MURRAY  HILL,  N.J. -- Lucent  Technologies  and Octel  Communications
Corporation  today announced that Lucent's tender offer for all outstanding
shares of Octel's  common stock has been extended  until 5:00 p.m.  Eastern
time, Friday, September 19, 1997. According to the two companies, the offer
is being extended  because they are still in the process of responding to a
second  request for  information  from the  Antitrust  Division of the U.S.
Department of Justice.

     The companies expressed continued confidence that Lucent's acquisition
of Octel will be completed and said that the tender offer would be extended
again, if appropriate.

     Lucent's  tender offer was  scheduled  to expire at 5:00 p.m.  Eastern
time, Friday, September 12, 1997. The depositary for the offer, The Bank of
New York,  has advised  Lucent that 29,491,719 shares have been tendered as 
of the close of business on Wednesday, September 10, 1997.