Form 4

FORM 4

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

OMB APPROVAL

    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

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response. . .0.5


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



1. Name and Address of Reporting Person*

McGuire Garry K.

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

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

CFO and Senior Vice President - Operations        

(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
04/24/2003

(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

04/24/2003

 

J

 

12,236(1)

A

 

 

D

 

Common Stock

04/24/2003

 

F

 

6,719(1)

D

$2.70

52,473(2)

D

 

Common Stock

 

 

 

 

 

 

 

5,495(3)

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).

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 control number

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) On 4/24/2003, the reporting person had 18,955 restricted stock units vest, of which 6,719 were withheld for the payment of taxes.
(2) Total includes 25,000 restricted stock units that have not vested.
(3) Held in a 401(k) account.

  By: /s/ Eric M. Sherbet
             Attorney-in-Fact
**Signature of Reporting Person
04/25/2003
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.

 


Exhibit 1 - Power of Attorney


                              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 21, 2002.



                                    By:  _____/s/Garry K. McGuire___
				    Name:  Garry K. McGuire
                                    Title:  CFO & Senior
                                            VP - Operations