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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * KRITZMACHER JOHN A   2. Issuer Name and Ticker or Trading Symbol LUCENT TECHNOLOGIES INC [LU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 600 MOUNTAIN AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 11/30/2006 (Street) MURRAY HILL, NJ 07974 4. If Amendment, Date Original Filed(Month/Day/Year) 6. 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership 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 11/30/2006   D   110,065 (1) D $ 0 0 (1) D

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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. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

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

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

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

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

8. Price of Derivative Security (Instr. 5)

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

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

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

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Options (Right to buy)

$ 1.42

11/30/2006

D

250,000

11/30/2006

12/15/2009

Common Stock

250,000

$ 0

0 (2)

D

Employee Stock Options (Right to buy)

$ 1.78

11/30/2006

D

200,495

11/30/2006

11/24/2007

Common Stock

200,495

$ 0

0 (2)

D

Employee Stock Options (Right to buy)

$ 2.42

11/30/2006

D

367,500

(3)

10/31/2013

Common Stock

367,500

$ 0

0 (2)

D

Employee Stock Options (Right to buy)

$ 2.82

11/30/2006

D

300,000

(4)

11/30/2012

Common Stock

300,000

$ 0

0 (2)

D

Employee Stock Options (Right to buy)

$ 2.85

11/30/2006

D

165,000

(5)

03/02/2013

Common Stock

165,000

$ 0

0 (2)

D

Employee Stock Options (Right to buy)

$ 3.21

11/30/2006

D

300,000

(6)

11/30/2010

Common Stock

300,000

$ 0

0 (2)

D

Employee Stock Options (Right to buy)

$ 3.955

11/30/2006

D

300,000

(7)

11/30/2011

Common Stock

300,000

$ 0

0 (2)

D

Employee Stock Options (Right to buy)

$ 6.507

11/30/2006

D

113,410

11/30/2006

08/29/2011

Common Stock

113,410

$ 0

0 (2)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KRITZMACHER JOHN A 600 MOUNTAIN AVENUE MURRAY HILL, NJ 07974			Chief Financial Officer

Signatures

John A. Kritzmacher, by William R. Carapezzi, Jr., as attorney-in-fact		11/30/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(4)	These options, after conversion to Alcatel-Lucent options, will vest in four equal annual installments beginning on 12/1/2006.
(2)	Pursuant to the terms of the merger agreement, each option to purchase Lucent stock was converted into the right to purchase 0.1952 of an American Depositary Share of Alcatel-Lucent ( the combined company).
(7)	On 11/30/2006, there were 75,000 options under this grant that were fully vested and exercisable. The remaining options, after conversion to Alcatel-Lucent options, will vest in three equal annual installments beginning on 12/1/2006.
(3)	These options, after conversion to Alcatel-Lucent options, will vest in four equal annual installments beginning on 11/1/2007.
(6)	On 11/30/2006, there were 150,000 options under this grant that were fully vested and exercisable. The remaining options, after conversion to Alcatel-Lucent options, will vest in two equal annual installments beginning on 12/1/2006.
(5)	These options, after conversion to Alcatel-Lucent options, will vest in four equal annual installments beginning on 3/3/2007.
(1)	Pursuant to the terms of the merger agreement between Alcatel and Lucent Technologies Inc., each share of Lucent common stock, par value $.01 per share, was converted into 0.1952 of an American Depositary Share of Alcatel-Lucent ( the combined company).

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