Company Name: Lucent Technologies Inc.
Public Availability Date: October 29, 2004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
WASHINGTON, D.C. 20549-0402

DIVISION OF CORPORATION FINANCE

October 29, 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 Frank C. Minter. We also have received a letter from the proponent dated October 4, 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: Frank C. Minter
415 Highgate Hill Road
Indian Springs, AL 35124

October 29, 2004

Response of the Office of Chief Counsel
Division of Corporation Finance

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

The proposal relates to compensation.

There appears to be some basis for your view that Lucent may exclude the proposal under rule 14a-8(f). We note that the proponent appears to have failed to supply, within 14 days of receipt of Lucent's request, documentary support sufficiently evidencing that he satisfied the minimum ownership requirement for the one-year period as of the date that he submitted the proposal as required by rule 14a-8(b). Accordingly, we will not recommend enforcement action to the Commission if Lucent omits the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f).

Sincerely,

Mark F. Vilardo
Special Counsel

Lucent Technologies
Bell Labs Innovations

Michael C. Keefe
Corporate Counsel
Room 60-232
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 Frank C. Minter

Ladies and Gentlemen:

Lucent Technologies Inc., a Delaware corporation (the "Company"), is submitting this letter pursuant to Rule 14a-8(j) 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 Frank C. Minter (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 pursuant to Rules 14a-8(b) and 14a-8(f) under the Act because the Proponent failed to provide documentary support indicating that he satisfies the minimum ownership requirement for the one year period required by Rule 14-8(b), within the statutory 14-day time frame set by Rule 14a-8(f), and a statement that he intends to continue to hold the requisite shares of the Company's stock through the date of the Company's 2005 annual meeting of shareholders.

Securities and Exchange Commission
September 30, 2004
Page 2

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.

The Proposal Should Be Omitted Under Rules 14a-8(b) And 14a-8(f) Because Proponent Failed To Provide Evidence Of His Ownership In The Company's Securities And His Intention To Continue To Hold The Securities.

Rule 14a-8(b) provides that in order to be eligible to submit a proposal, a shareholder must (a) have continuously held at least $ 2,000 in market value, or 1 %, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date the shareholder submits the proposal and (b) provide a written statement that the proponent intends to continue to hold the securities through the date of the shareholders meeting. Rule 14a-8(f) provides that a company may exclude a proposal if the proponent fails to provide evidence that the proponent satisfies the requirements of Rule 14a-8(b), so long as the company timely notifies the proponent of the deficiency within 14 calendar days of receiving the proposal and the proponent fails to correct such deficiency within 14 calendar days of receipt of a deficiency notice. The Staff has stated that the shareholder is responsible for proving his or her eligibility to submit a proposal to a company and "must submit an affirmative written statement from the record holder of his or her securities that specifically verifies that the shareholder owned the securities continuously for a period of one year as of the time of submitting the proposal." (See Section C(1)(c) of Staff Legal Bulletin 14, July 13, 2001) (emphasis in original).

The Proposal did not include and was not accompanied by any evidence of the Proponent's share ownership as required under Rule 14a-8(b) and none has subsequently been provided. In addition, the Proponent has not provided any written statement of his intention to continue to hold his shares of the Company's common stock through the date of the 2005 annual meeting. The Proposal was dated August 6, 2004, the envelope in which the Proposal was sent was postmarked August 11, 2004 (a copy is attached as Exhibit B), and the Proposal was received by the Company on August 16, 2004.

Within 14 days of the Company's August 16, 2004 receipt of the Proposal, the Company, by letter dated August 27, 2004 (a copy is attached as Exhibit C), informed the Proponent of the requirements of Rule 14a-8(b). In the August 27, 2004 letter, the Company notified the Proponent that his response, including supporting documentary information, had to be provided within 14 calendar days after receipt of the Company's letter. The Company's letter explained the information that was required from the Proponent to satisfy Rule 14a-8(b). The request for information and supporting documentation was in boldface text in the letter to emphasize and highlight the request. By letter dated September 1, 2004 (a copy is attached as Exhibit D), the Proponent responded to the Company, but the Proponent did not include the appropriate

Securities and Exchange Commission
September 30, 2004
Page 3

documentation that was required to satisfy the ownership requirements under Rule 14a- 8(b).

The Staff has consistently taken a no-action position concerning a company's omission of a shareholder proposal based on a proponent's failure to provide evidence of eligibility under Rules 14a-8(b) and 14a-8(f)(1). See Johnson and Johnson (Jan. 11, 2001); International Business Machines Corp. (Jan. 7, 2002); Honeywell International (Jan. 30, 2003). The Staff has made clear that assertions by a shareholder as to his or her own stock ownership and/or the required holding period for such shares cannot serve to establish the requisite proof of beneficial ownership under Rule 14a-8(b). See AT&T Corp (Jan. 24, 2001) (stockholder's own statements insufficient, even when coupled with brokerage statements); International Business Machines Corp. (Dec. 16, 1998) (statements by proponent as to efficacy of his own brokerage documentation deemed insufficient to prove that proponent satisfied the continuous minimum ownership requirement for the one year period required by Rule 14a-8(b)).

In the Company's letter dated August 27, 2004, the Company specifically stated that the Proponent must submit a "written statement from the record holder of the securities, such as a broker or bank, verifying that you have owned the securities continuously for one year as of the time you submitted your proposal." By letter dated September 1, 2004, the Proponent merely submitted his own representation of ownership, and that letter does not clearly indicate that he has met the one-year continuous ownership requirements. The Proponent's own assertion of his share ownership does not satisfy the SEC's requirement of providing independent proof of continuous beneficial ownership.

Under the Proxy Rules, the burden of establishing proof of beneficial stock ownership is on the proponent, and, here, the Proponent has failed to meet that burden. The Company clearly advised the Proponent on a timely basis of the need for him to provide proof of his ownership and the 14-day time period in which he had to respond. The Proponent did not comply with the request by providing documentary evidence of his ownership, nor has the Proponent provided any written statement that he intends to hold the shares through the date of the Company's 2005 annual meeting. Therefore, the Proponent should not now be given an opportunity to supplement his submission or respond to the Company's letter, and the Company should be permitted to exclude the Proposal from the Proxy Materials.

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. 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.

Securities and Exchange Commission
September 30, 2004
Page 4

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

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.