As filed with the Securities and Exchange Commission on May 20, 2011      
Registration No. 333-138770

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

______________________________

POST-EFFECTIVE AMENDMENT NO. 3

TO

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares

ALCATEL LUCENT

 (Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer's name into English)

France

(Jurisdiction of incorporation or organization of issuer)

                                              THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

One Wall Street New York, N.Y. 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________________

The Bank of New York Mellon

ADR Division

One Wall Street, 29^th Floor

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

It is proposed that this filing become effective under Rule 466

[ ]  immediately upon filing

[ ] on ( Date ) at ( Time ).

If a separate registration statement has been filed to register the deposited shares, check the following box.  [ ]

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The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.

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PART I

INFORMATION REQUIRED IN PROSPECTUS

Item - 1.

Description of Securities to be Registered

Cross Reference Sheet

Item Number and Caption	Location in Form of Receipt Filed Herewith as Prospectus
1. Name and address of depositary	Introductory Article
2. Title of American Depositary Receipts and identity of deposited securities	First page of Receipt, top center
Terms of Deposit:
(i)   The amount of deposited securities represented by one unit of American Depositary Receipts	First page of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities	Articles number 12, 13 and 17
(iii)   The collection and distribution of dividends	Articles number 4, 11, 12, and 17
(iv)  The transmission of notices, reports and proxy soliciting material	Articles number 12,13,15 and 17
(v)   The sale or exercise of rights	Articles number 11, 12 and 17
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Articles number 11, 12, 14 and 17
(vii)  Amendment, extension or termination of the deposit agreement	Articles number 20 and 21
(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts	Article number 15
(ix)  Restrictions upon the right to deposit or withdraw the underlying securities	Articles number 2, 3, 4, 5, 17, 18 and 23
(x)   Limitation upon the liability of the depositary	Articles number 11, 17,  19, 21, 23 and 24

3.  Fees and Charges

Articles number 6 and 18

Item - 2.

Available Information

Public reports furnished by issuer

Article number 10

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3.

Exhibits

a.

Form of Amended and Restated Deposit Agreement dated as of __________, 2011 among Alcatel Lucent, The Bank of New York Mellon, as Depositary, and all Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.

b.

Form of letter dated March 10, 1997 from the Depositary to Alcatel relating to pre-release activity. – Filed previously.

c.

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. – See (a) and (b) above.

d.

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously.

e.

Certification under Rule 466. – Not Applicable.

Item - 4.

Undertakings

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the depositary shares, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of depositary shares thirty days before any change in the fee schedule.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused  this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 20, 2011.

Legal entity created by the agreement for the issuance of depositary shares representing  ordinary shares of Alcatel Lucent.

By:

The Bank of New York Mellon,

As Depositary

By:

/s/ Robert Goad

Name:  Robert Goad

Title:    Managing Director

 

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Pursuant to the requirements of the Securities Act of 1933, Alcatel Lucent has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Paris, France, on May 18, 2011.

ALCATEL LUCENT

By:  /s/ Paul Tufano

Name:  Paul Tufano

Title:    Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on May 18, 2011 on behalf of the following persons in the capacities indicated below.

/s/ Ben Verwaayen

Chief Executive Officer and Director

Ben Verwaayen

(Principal Executive Officer)

/s/ Paul Tufano

Chief Financial Officer

Paul Tufano

(Principal Financial and Accounting Officer)

_____*_____________________________

Chairman of the Board

Philippe Camus

_____*_____________________________

Director

Daniel Bernard

_____*_____________________________

Director

W. Frank Blount

___________________________________

Director

Carla Cico

___________________________________

Director

Stuart E. Eizenstat

_____*_____________________________

Director

Louis R. Hughes

_____*_____________________________

Director

Lady Sylvia Jay

_____*_____________________________

Director

Jean C. Monty

_____*______________________________

Director

Olivier Piou*

_____*_____________________________

Director

Jean-Cyril Spinetta

/s/ Stephen R. Reynolds

Authorized Representative in the United States

Stephen R. Reynolds

* By:  /s/ Paul Tufano

           Paul Tufano

           Attorney-in-fact

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INDEX TO EXHIBITS

Exhibit Number	Exhibit
1	Form of Amended and Restated Deposit Agreement dated as of _________, 2011, among Alcatel Lucent, The Bank of New York Mellon, as Depositary, and all Holders from time to time of American Depositary Shares issued thereunder.
2	Form of letter dated March 10, 1997 from the Depositary to Alcatel relating to pre-release activity.

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