<PAGE> 1     
  
  
  
  
                SECURITIES AND EXCHANGE COMMISSION
                                  
                       Washington, DC  20549
                                  
  
                             Form 8-K
                                  
  
                          CURRENT REPORT
                                  
  
  
                  Pursuant to Section 13 or 15(d)
              of the Securities Exchange Act of 1934
                                  
  
                   Date of Report: July 18, 1996
                                  
  
  
                     LUCENT TECHNOLOGIES INC.
                                  
  
  A Delaware              Commission File           I.R.S. Employer
  Corporation               No. 001-11639            No. 22-3408857
  
  
  
  
        600 Mountain Avenue, Murray Hill, New Jersey 07974
                                  
  
                  Telephone Number (908) 582-8500
                                  
  <PAGE>
<PAGE> 2
  Form 8-K                                 Lucent Technologies Inc.
  July 18, 1996
  
  
  Item 5.  Other Events.
  
     In a move to complete the separation of Lucent
  Technologies Inc. ("Lucent Technologies" or the "Company")
  from AT&T Corp. ("AT&T"), AT&T on July 18, 1996 announced
  that its Board of Directors had declared a stock dividend
  that will distribute AT&T's remaining 524.6 million shares
  of Lucent Technologies stock on September 30, 1996, to AT&T
  shareholders of record as of September 17, 1996.
  
  
  Item 7. Financial Statements and Exhibits.
  
     (c)  Exhibits.
  
     Exhibit 3(i)   Lucent Technologies Inc. Articles of Incorporation, as
                    amended April 8, 1996.       
     Exhibit 3(ii)  By-Laws of Lucent Technologies Inc., as amended July 17,
                    1996.
  
  Item 8. Change in Fiscal Year.
  
     On July 17, 1996, the Board of Directors of Lucent
  Technologies voted to change the Company's fiscal accounting
  year to begin October 1 and end September 30.  The Company
  had been operating under a fiscal year that began January 1
  and ended December 31.  As a result of this action, the
  Company's 1996 fiscal year will end on September 30, 1996,
  and will be covered by a report filed on Form 10-K.
  
     In connection with the change in the Company's fiscal
  year, the Company plans to hold its annual meeting of
  shareholders on February 19, 1997, at a location yet to be
  determined.  AT&T shareholders who wish to have their
  proposals considered for inclusion in the proxy statement
  for the Lucent Technologies annual meeting should send them
  to:  Lucent Technologies Inc., Attention:  Corporate
  Secretary, 600 Mountain Avenue, Murray Hill, NJ 07974.  The
  deadline for submission of shareholder proposals intended
  for inclusion in the proxy statement is August 30, 1996.
  
  
  <PAGE>
  <PAGE> 3
  Form 8-K                                 Lucent Technologies Inc.
  July 18, 1996
  
  
  
  
                            SIGNATURES
                                  
  
  
     Pursuant to the requirements of the Securities Exchange Act
  of 1934, the registrant has duly caused this report to be signed
  on its behalf by the undersigned thereunto duly authorized.
  
  
  
  
                                   LUCENT TECHNOLOGIES INC.
  
  
  
  
                                By:  Florence L. Walsh
                                     Vice President and Treasurer
  
  
  
  
  
  July 23, 1996
  
  
  <PAGE>
<PAGE> 4
  
  
  
  
                           EXHIBIT INDEX
                                  
  
  Exhibit
  Number
  -------
  
  
    3(i)       Lucent Technologies Inc. Articles of Incorporation, as amended
               April 8, 1996.
  
    3(ii)      By-Laws of Lucent Technologies Inc., as amended July 17, 1996.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3863}]
{"company-data": {"conformed-name": "LUCENT TECHNOLOGIES INC", "cik": "0001006240", "assigned-sic": "4813", "irs-number": "223408857", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11639", "film-number": "96597874"}, "business-address": {"street1": "600 MOUNTAIN AVE", "city": "MURRAY HILL", "state": "NJ", "zip": "07974", "phone": "9085828500"}, "mail-address": {"street1": "600 MOUNTAIN AVE", "city": "MURRAY HILL", "state": "NJ", "zip": "07974"}, "former-company": {"former-conformed-name": "NS MPG INC", "date-changed": "19960124"}}
1     
  
  
  
  
                SECURITIES AND EXCHANGE COMMISSION
                                  
                       Washington, DC  20549
                                  
  
                             Form 8-K
                                  
  
                          CURRENT REPORT
                                  
  
  
                  Pursuant to Section 13 or 15(d)
              of the Securities Exchange Act of 1934
                                  
  
                   Date of Report: July 18, 1996
                                  
  
  
                     LUCENT TECHNOLOGIES INC.
                                  
  
  A Delaware              Commission File           I.R.S. Employer
  Corporation               No. 001-11639            No. 22-3408857
  
  
  
  
        600 Mountain Avenue, Murray Hill, New Jersey 07974
                                  
  
                  Telephone Number (908) 582-8500
2
  Form 8-K                                 Lucent Technologies Inc.
  July 18, 1996
  
  
  Item 5.  Other Events.
  
     In a move to complete the separation of Lucent
  Technologies Inc. ("Lucent Technologies" or the "Company")
  from AT&T Corp. ("AT&T"), AT&T on July 18, 1996 announced
  that its Board of Directors had declared a stock dividend
  that will distribute AT&T's remaining 524.6 million shares
  of Lucent Technologies stock on September 30, 1996, to AT&T
  shareholders of record as of September 17, 1996.
  
  
  Item 7. Financial Statements and Exhibits.
  
     (c)  Exhibits.
  
     Exhibit 3(i)   Lucent Technologies Inc. Articles of Incorporation, as
                    amended April 8, 1996.       
     Exhibit 3(ii)  By-Laws of Lucent Technologies Inc., as amended July 17,
                    1996.
  
  Item 8. Change in Fiscal Year.
  
     On July 17, 1996, the Board of Directors of Lucent
  Technologies voted to change the Company's fiscal accounting
  year to begin October 1 and end September 30.  The Company
  had been operating under a fiscal year that began January 1
  and ended December 31.  As a result of this action, the
  Company's 1996 fiscal year will end on September 30, 1996,
  and will be covered by a report filed on Form 10-K.
  
     In connection with the change in the Company's fiscal
  year, the Company plans to hold its annual meeting of
  shareholders on February 19, 1997, at a location yet to be
  determined.  AT&T shareholders who wish to have their
  proposals considered for inclusion in the proxy statement
  for the Lucent Technologies annual meeting should send them
  to:  Lucent Technologies Inc., Attention:  Corporate
  Secretary, 600 Mountain Avenue, Murray Hill, NJ 07974.  The
  deadline for submission of shareholder proposals intended
  for inclusion in the proxy statement is August 30, 1996.
3
  Form 8-K                                 Lucent Technologies Inc.
  July 18, 1996
  
  
  
  
                            SIGNATURES
                                  
  
  
     Pursuant to the requirements of the Securities Exchange Act
  of 1934, the registrant has duly caused this report to be signed
  on its behalf by the undersigned thereunto duly authorized.
  
  
  
  
                                   LUCENT TECHNOLOGIES INC.
  
  
  
  
                                By:  Florence L. Walsh
                                     Vice President and Treasurer
  
  
  
  
  
  July 23, 1996
4
  
  
  
  
                           EXHIBIT INDEX
                                  
  
  Exhibit
  Number
  -------
  
  
    3(i)       Lucent Technologies Inc. Articles of Incorporation, as amended
               April 8, 1996.
  
    3(ii)      By-Laws of Lucent Technologies Inc., as amended July 17, 1996.