Company Name:  Lucent Technologies Inc.
Public Availability Date: October 27, 2004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0402

DIVISION OF CORPORATION FINANCE

October 27, 2004

Michael C. Keefe
Managing Corporate Counsel
and Assistant Secretary
Lucent Technologies Inc.
Room 6G-232
600 Mountain Avenue
Murray Hill, NJ 07974

Re: Lucent Technologies Inc.
Incoming letter dated September 30, 2004

Dear Mr. Keefe:

This is in response to your letter dated September 30, 2004 concerning the shareholder proposal submitted to Lucent by Robert D. Morse. We also have received letters from the proponent dated October 2, 2004. Our response is attached to the enclosed photocopy of your correspondence. By doing this, we avoid having to recite or summarize the facts set forth in the correspondence. Copies of all of the correspondence also will be provided to the proponent. In connection with this matter, your attention is directed to the enclosure, which sets forth a brief discussion of the Division's informal procedures regarding shareholder proposals.

Sincerely,

Jonathan A. Ingram
Deputy Chief Counsel

Enclosures

cc: Robert D. Morse
212 Highland Avenue
Moorestown, NJ 08057-2717

October 27, 2004

Response of the Office of Chief Counsel
Division of Corporation Finance

Re:   Lucent Technologies Inc.      

Incoming letter dated September 30, 2004

The proposal requests that the board make a particular revision to its proxy materials.

There appears to be some basis for your view that Lucent may exclude the proposal under rule 14a-8(h)(3). We note your representation that Lucent included the proponent's proposal in its proxy statement for its 2004 annual meeting, but that neither the proponent nor his representative appeared to present the proposal at this meeting. Moreover, the proponent has not stated a "good cause" for the failure to appear. Under the circumstances, we will not recommend enforcement action to the Commission if Lucent omits the proposal from its proxy materials in reliance on rule 14a-8(h)(3). This response will also apply to any future submissions to Lucent by the same proponent with respect to any shareholder meetings held during calendar year 2005 and calendar year 2006. In reaching this position, we have not found it necessary to address the alternative bases for omission upon which Lucent relies.

Sincerely,

Heather L. Maples
Special Counsel

Lucent Technologies
8ell Labs Innovations
Michael C. Keefe  Room 6G-232
600 Mountain Avenue
Murray Hill, NJ 07974
Telephone: 908-582-8754
FAX 908-582-2209

VIA UPS NEXT DAY AIR

September 30, 2004

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Lucent Technologies Inc./Request for Exclusion From
Proxy Materials of Shareholder Proposal by Robert D. Morse

Ladies and Gentlemen:

Lucent Technologies Inc., a Delaware corporation (the "Company"), is submitting this letter pursuant to Rule 14a-80) under the Securities Exchange Act of 1934 (the "Act") to notify the Securities and Exchange Commission (the "Commission") of the Company's intention to exclude from its proxy materials for its 2005 annual meeting of shareholders (the "Proxy Materials") a shareholder proposal (attached as Exhibit A) (the "Proposal") submitted by Robert D. Morse (the "Proponent"). We request that the Division of Corporation Finance (the "Staff') not recommend to the Commission that any enforcement action be taken if the Company excludes the Proposal from its Proxy Materials for the reasons set forth below. In order to allow us to complete the mailing of our Proxy Materials in a timely fashion, we would appreciate receiving the Staff's response by November 1, 2004.

The Company believes that the Proposal may be omitted from the Company's Proxy Materials for the following reasons:

The Proposal should be omitted under Rules 14a-8(e) and 14a-8(f) under the Act because the Company received the Proposal after the deadline for submitting shareholder proposals.

Securities and Exchange Commission
September 30, 2004
Page 2

* The Proposal should be omitted under Rule 14a-8(h)(3) because neither the Proponent nor his qualified representative attended the Company's 2004 annual meeting to present the Proponent's shareholder proposal contained in the Company's 2004 proxy statement.

* The Proposal should be omitted under Rules 14a-8(i)(2) and 14a-8(i)(3) because it would, if implemented, cause the Company to violate the Federal proxy rules and Federal law.

* The Proposal should be omitted under Rule 14a-8(i)(10) because it has been substantially implemented.

To the extent that the reasons for omission stated in this letter are based on matters of law, these reasons are the opinion of the undersigned as counsel for the Company.

1. The Proposal Should Be Omitted Under Rules 14a-8(e) And (f) Because The Company Received The Proposal After The Deadline For Submitting Shareholder Proposals For Inclusion In The Company's Proxy Materials. Under Rule 14a-8(e)(2), a shareholder proposal being submitted for a company's annual meeting must be received at the company's principal executive offices "not less than 120 calendar days before the date of the company's proxy statement released to shareholders in connection with the previous year's annual meeting." Rule 14a-8(e)(1) states that a shareholder's proposal for a company's annual meeting must be submitted by the deadline found in the company's prior year proxy statement. Further, Rule 14a- 8(e)(1) provides that shareholder proposals should be submitted by methods that permit the shareholder to prove the date of delivery. Rule 14a-8(f)(1) permits a company to exclude from its proxy materials any shareholder proposal submitted after the deadline for submitting shareholder proposals. Without strict enforcement of Rule 14a-8(e), a company would be required to make subjective judgments about the validity of a shareholder's explanation for missing the deadline for submission of shareholder proposals. Thus, in the past, the Staff has strictly enforced the deadline for submission of shareholder proposals. See, e.g., Viacom Inc. (March 10, 2003) (permitting exclusion of shareholder proposal submitted only one day late).

The deadline for submitting shareholder proposals for inclusion in the Company's Proxy Materials was clearly disclosed in the Company's proxy statement for its 2004 annual meeting of shareholders (the "2004 proxy statement"). In the 2004 proxy statement, under the heading "Submission of Shareowner Proposals," the Company included the following statement: "If a shareowner wants us to include a proposal in our proxy statement for presentation at our 2005 annual meeting of shareowners, the proposal must be received by us at our principal executive offices ... no later than August 24, 2004." A copy of the relevant portion of the 2004 proxy statement is attached as Exhibit B. The Proposal was sent by first-class mail,

Securities and Exchange Commission
September 30, 2004
Page 3

postmarked August 24, 2004, and received by the Company on August 27, 2004, three days after the deadline disclosed in the Company's 2004 proxy statement for the submission of shareholder proposals. Therefore, in accordance with Rules 14a-8(e) and (f), the Company believes that the Proposal may be properly omitted from the Proxy Materials.

2. The Proposal Should Be Omitted Under Rule 14a-8(h)(3) Because Neither The Proponent Nor His Qualified Representative Attended The Company's 2004 Annual Meeting To Present The Proponent's Shareholder Proposal Contained In The Company's 2004 Proxy Statement,

Under Rule 14a-8(h)(1), the proponent of a shareholder proposal must attend the shareholders meeting to present the proposal or, alternatively, must send a representative who is qualified under state law to present the proposal on the proponent's behalf. Rule 14a-8(h)(3) provides that if a shareholder or a qualified representative fails, without good cause, to appear and present a proposal included in a company's proxy materials, the company will be permitted to exclude all of such shareholder's proposals from the company's proxy materials for any meetings held in the following two calendar years.

The Company intends to omit the Proposal from its Proxy Materials because the Proponent failed, without good cause, to attend the Company's 2004 annual meeting of shareholders to present a proposal that he had submitted for that meeting (the "2004 proposal"). The Company included the 2004 proposal in the Company's 2004 proxy statement as Proposal No. 6 and was prepared to allow Proponent, or his qualified representative, to present the 2004 proposal at the Company's 2004 annual meeting of shareholders. On February 10, 2004, the Company sent the Proponent his admission ticket for the 2004 annual meeting and in accompanying correspondence requested that, if he would not be attending the 2004 annual meeting, he advise the Company who would be attending on his behalf.

However, neither Proponent nor his qualified representative attended the 2004 annual meeting of shareholders, which was held on February 18, 2004 in Wilmington, Delaware. On the morning of February 18, 2004, the Company received a telephone message from Proponent indicating that he was not attending the annual meeting (without any explanation) and was not sending a representative. The Company did allow the shareholders to vote on the 2004 proposal for the convenience of the shareholders since it was contained in the 2004 proxy statement.

The Proponent is highly experienced at making shareholder proposals and is well aware of the rules regarding presentation of shareholder proposals. The Proponent has submitted numerous proposals to various companies over a period of many years, including to the Company, and has repeatedly violated Rule 14a-8(h)(1). Our research has found that on at least twenty-one occasions since 1998, the Staff has permitted exclusion of proposals submitted by the Proponent because of his failure to

Securities and Exchange Commission
September 30, 2004
Page 4

appear and present his proposals at shareholder meetings, including a prior shareholders meeting of the Company. See, e.g., Poore Brothers, Inc. (Feb. 18, 2004); Wm. Wrigley Jr. Company (Dec. 5, 2003); Avaya Inc. (Nov. 14, 2003); Poore Brothers, Inc. (Feb. 21, 2003); NCR Corporation (Jan. 2, 2003); Wm. Wrigley Jr. Company (Nov. 20, 2002); Mattel, Inc. (March 22, 2002); Lucent Technologies Inc. (Sept. 21, 1999); Mobil Corporation (Sept. 3, 1998).

As a result, the Company believes that under Rule 14a-8(h)(3) it may: (i) exclude the Proposal from the Proxy Materials and (ii) omit any proposal made by Proponent from the proxy materials for all shareholders' meetings held in calendar years 2005 and 2006.

3. The Proposal Should Be Omitted Under Rules 14a-8(i)(2) and 14a-8(i)(3) Because It Would, If Implemented, Cause The Company To Violate The Federal Proxy Rules And Federal Law.

If the Staff does not agree that the Company may exclude the Proposal based on either of the above bases, the Proposal should be omitted under Rules 14a-8(i)(2) and 14a-8(i)(3) because it would, if implemented, cause the Company to violate the Federal proxy rules and Federal law. The Proponent submitted a proposal in 2002 (the "2002 proposal") for inclusion in the Company's 2003 proxy statement that was substantially the same as the Proposal. The Staff issued a no-action letter on November 18, 2002 at the Company's request, agreeing with the Company's position that it could exclude the 2002 proposal from the Company's 2003 proxy materials. The 2002 proposal requested the Company take the following action:

Management and Directors are requested to make the following change to the format of the Proxy Voting Card:

Remove the word "EXCEPT" and re-apply the word "AGAINST" in the Vote For Directors column.

In 2002, the Company advised the Staff that it intended to omit the 2002 proposal from the Company's 2003 proxy statement based on Rule 14a-8(i)(2), which permits the omission of a shareholder proposal if such proposal's implementation would cause a company to violate any federal law to which it is subject. The Company further relied on Rule 14a-8(i)(3), which permits the omission of a shareholder proposal when such proposal or supporting statement is contrary to any of the Commission's proxy rules and regulations, including Rule 14a-9. The Company's by-laws provide, and have continuously provided since 1996, for the election of its directors by a plurality vote. Therefore, a vote "against" a director has no effect. Accordingly, the Company stated in its 2002 request to the Staff that providing shareholders with a proxy card that indicates the shareholder may vote "against" a director could mislead a shareholder into believing that a vote "against" a director would have been given any effect in the tabulation of votes cast.

Securities and Exchange Commission
September 30, 2004
Page 5

The Staff agreed with the Company's position in 2002, and thus, did not object to the omission of the 2002 proposal from the Company's 2003 proxy materials. A copy of the Staff's November 18, 2002 no-action letter and the Company's October 3, 2002 submission are attached as Exhibit C.

Nothing has changed since the Staff issued its no-action letter in 2002. As was sought in the 2002 proposal, the Proposal requests that the Company use the word "against" instead of "except" or "withhold," which the Company currently uses in its proxy materials for the election of directors. The Company's by-laws still provide for the election of directors by plurality, as they did in 2002. Therefore the Company's position that the Proposal is misleading and may be omitted under Rules 14a-8(i)(2) and 14a- 8(i)(3) is a valid basis to exclude the Proposal from the Proxy Materials, as it was in 2002. Accordingly, the Company respectfully requests that the Staff concur with the Company's position, as it did in 2002,

4. The Proposal Should Be Omitted Under Rule 14a-8(I)(10) Because It Has Been Substantially Implemented.

The Proposal is moot because the Company's existing proxy card and a proxy card as proposed to be revised by the Proposal would produce the identical result in determining which director nominees are elected to the Company's board of directors. Rule 14a-8(i)(10) permits a company to exclude a shareholder proposal if it has been rendered moot because a company has substantially implemented the proposal. The Commission has indicated that for a proposal to be omitted as moot under this rule, it need not be implemented in full or precisely as presented. The applicable standard under the rule is one of substantial implementation. See Release No. 34-20091 (Aug. 16, 1983).

The Proposal seeks to change the proxy card by using the word "against" in the election of directors section of the proxy card, rather that "withhold" or "except." The Company, as a Delaware corporation, has not opted out of the plurality voting prescribed by the Delaware General Corporation Law, and the Company's by-laws specifically require plurality voting for the election of directors. Under plurality voting, nominees for director who receive the greatest number of favorable votes are elected. As a consequence, a vote "against" a director, in and of itself, has no effect. Thus, for plurality voting, whether the proxy card uses the term "withhold," "except" or "against," the result of the election would be identical.

The Company, therefore, believes that the Proposal should be excluded under Rule 14a-8(i)(10) because, under either the Company's current proxy card or the revised proxy card as sought by the Proposal, the outcome of the election for directors would be the same.

Securities and Exchange Commission
September 30, 2004
Page 6

Conclusion

In conclusion, for the reasons set forth above, the Company believes that it may properly exclude the Proposal from its Proxy Materials in accordance with Rule 14a-8. In addition, the Company believes that under Rule 14a-8(h)(3) it may omit any proposal made by Proponent from the proxy materials for all shareholders' meetings held in calendar years 2005 and 2006. If the Staff disagrees with our conclusion that the Proposal may be omitted from the Proxy Materials, I would appreciate an opportunity to discuss the matter with the Staff prior to issuance of its formal response,

As required by Rule 14a-8(j), we have enclosed six copies of this letter, and the exhibits referenced in the letter. We are also sending a copy of this letter to the Proponent.

Please acknowledge receipt of this letter and the enclosed materials by stamping the enclosed copy of this letter and returning it to me in the self-addressed, stamped envelope provided. If you have any questions regarding this matter, please contact me at (908) 582-8754.

Very truly yours,

Michael C, Keefe
Managing Corporate Counsel
and Assistant Secretary

Enclosures

DIVISION OF CORPORATION FINANCE
INFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS

The Division of Corporation Finance believes that its responsibility with respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division's staff considers the information furnished to it by the Company in support of its intention to exclude the proposals from the Company's proxy materials, as well as any information furnished by the proponent or the proponent's representative.

Although Rule 14a-8(k) does not require any communications from shareholders to the Commission's staff, the staff will always consider information concerning alleged violations of the statutes administered by the Commission, including argument as to whether or not activities proposed to be taken would be violative of the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staff's informal procedures and proxy review into a formal or adversary procedure.

It is important to note that the staff's and Commission's no-action responses to Rule 14a-8(j) submissions reflect only informal views. The determinations reached in these no- action letters do not and cannot adjudicate the merits of a company's position with respect to the proposal. Only a court such as a U.S. District Court can decide whether a company is obligated to include shareholder proposals in its proxy materials. Accordingly a discretionary determination not to recommend or take Commission enforcement action, does not preclude a proponent, or any shareholder of a company, from pursuing any rights he or she may have against the company in court, should the management omit the proposal from the company's proxy material.