Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Stanzione Daniel

2. Issuer Name and Ticker or Trading Symbol
Avaya Inc. (AV)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

211 Mt. Airy Road
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
March 3, 2003

(Street)

Basking Ridge, NJ 07920

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

3/3/03

 

A

 

47,732(1)

A

 

74,491

D

 
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Explanation of Responses:

(1) These shares, as well as 9,659 additional shares included in Column 5, are held in a deferred share account payable when Reporting Person ceases to be a Director.
  By: /s/ Eric M. Sherbet - Attorney -in-Fact for
             Daniel Stanzione
**Signature of Reporting Person		 03/03/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

 
POWER OF ATTORNEY





 WHEREAS, pursuant to Section 16 of the Securities Exchange Act of 1934, the

undersigned intends to file Forms 4 and/or 5 (the "Forms") with the Securities and

Exchange Commission and the New York Stock Exchange when and if such Forms are

required to be filed.



 NOW, THEREFORE, the undersigned hereby appoints each of Pamela F.

Craven, Justin C. Choi and Eric M. Sherbet, his or her true and lawful attorney to execute

in his or her name, place and stead, said Forms and any and all amendments to said

Forms and all instruments necessary or incidental in connection therewith, and to file the

same with the Securities and Exchange Commission and the New York Stock Exchange.

Each said attorney individually shall have full power and authority to do and perform in

the name and on behalf of the undersigned, in any and all capacities, every act

whatsoever necessary or desirable to be done in the premises, as fully to all intents and

purposes as the undersigned might or could do in person.  This Power of Attorney shall

continue in full force and effect for so long as the undersigned is an officer or director of

Avaya Inc. and required to file Forms with the Securities and Exchange Commission as a

result thereof.  This Power of Attorney supersedes any previous power of attorney

executed by the undersigned with respect to the subject matter hereof.



 IN WITNESS WHEREOF, the undersigned has executed this instrument on

August 22, 2002.









By:__/s/ Daniel Stanzione____

       Name:  Dan C. Stanzione

Title: Director