<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                                   ----------

                            LUCENT TECHNOLOGIES INC.
                   A Delaware                      I.R.S. Employer
                  Corporation                      No. 22-3408857

                600 Mountain Ave., Murray Hill, New Jersey 07974
                                   ----------

                            LUCENT TECHNOLOGIES INC.
                      1997 ANNUAL LONG TERM INCENTIVE PLAN
                                   ----------

                                Agent for Service
                 Florence L. Walsh, Vice President and Treasurer
                600 Mountain Ave., Murray Hill, New Jersey 07974
                                 (908) 582-8500


                  Please send copies of all communications to:
     Richard J. Rawson, Senior Vice President, General Counsel and Secretary
               600 Mountain Avenue, Murray Hill, New Jersey 07974
                                   ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
       =================================================================================
                           +               +  Proposed    +   Proposed     +
                           +               +  maximum     +   maximum      +
         Title of          +    Amount     +  offering    +   aggregate    + Amount of
       securities to       +    to be      +   price      +   offering     +registration
       be registered       + registered(1) + per share(2) +   price(2)     +    fee
       =================================================================================
<S>                          <C>             <C>            <C>             <C>
       Common Stock, par   +               +              +                +
       value $.01 per share+  15,000,000   +  $46.375     + $695,625,000   + $210,795.45
       =================================================================================
       Preferred Share     +               +              +                +
       Purchase Rights(3)  +               +              +                +
       =================================================================================
       Total               +               +              + $695,625,000   + $210,795.45
       =================================================================================
</TABLE>

----------
(1)    Represents the maximum number of shares that may be acquired under the
       Lucent Technologies Inc. 1997 Annual Long Term Incentive Plan (the
       "Plan") pursuant to this Registration Statement.
(2)    Estimated solely for the purpose of calculating the registration fee
       and, pursuant to Rule 457(c) of the Securities Act of 1933, based upon
       the average of the high and low sale prices of the common stock, par
       value $.01 per share, of Lucent Technologies Inc. on the New York 
<PAGE>   2
       Stock Exchange on December 24, 1996.
(3)    Rights initially will trade together with the Common Stock. The value
       attributable to the Rights, if any, is reflected in the market price of
       the Common Stock.
<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

      The following documents have been filed by Lucent Technologies Inc. (the
"Company" or "Lucent Technologies") with the Securities and Exchange Commission
(the "SEC") and are incorporated herein by reference:

      (1) Lucent Technologies' Annual Report on Form 10-K dated December 30,
1996.

      (2) The "Description Of Capital Stock" section of the Lucent Technologies
Registration Statement on Form 10 filed with the SEC on February 26, 1996, as
amended by Amendment No.1 thereto filed on Form 10/A on March 12, 1996,
Amendment No. 2 thereto filed on Form 10/A on March 22, 1996 and Amendment No.3 
thereto filed on Form 10/A on April 1, 1996.

      All documents, filed subsequent to the date hereof by Lucent Technologies
with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") and prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
PROVIDED, HOWEVER, that the documents enumerated above or subsequently filed by
Lucent Technologies pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act in each year during which the offering made hereby is in effect
prior to the filing with the SEC of Lucent Technologies' Annual Report on Form
10-K covering such year shall not be Incorporated Documents or be incorporated
by reference herein or be a part hereof from and after the filing of such Annual
Report on Form 10-K.

      Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities.

      Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not Applicable.

Item 6.  Indemnification of Directors and Officers.

      The Certificate of Incorporation (the "Certificate") of the Company
provides that a director of the Company will not be personally liable to 
<PAGE>   4
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except, if required by the Delaware General Corporation Law
(the "DGCL") as amended from time to time, for liability (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, which concerns
unlawful payments of dividends, stock purchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit.
Neither the amendment nor repeal of such provision will eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of
action, suit or claim that, but for such provision, would accrue or arise prior
to such amendment or repeal.

      While the Certificate provides directors with protection from awards for
monetary damages for breach of their duty of care, it does not eliminate such
duty. Accordingly, the Certificate will nave no effect on the availability of
equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care.

      The Certificate provides that each person who was or is made a party to or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative,
(hereinafter a "proceeding"), by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director or
officer of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, will be
indemnified and held harmless by the Company to the fullest extent authorized by
the DGCL, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the Company
to provide broader indemnification rights than said law permitted the Company to
provide prior to such amendment), against all expense, liability and loss
reasonably incurred or suffered by such person in connection therewith. Such
right to indemnification includes the right to have the Company pay the expenses
incurred in defending any such proceeding in advance of its final disposition,
subject to the provisions of the DGCL. Such rights are not exclusive of any
other right which any person may have or thereafter acquire under any statute,
provision of the Certificate, Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise. No repeal or modification of such
provision will in any way diminish or adversely affect the rights of any
director, officer, employee or agent of the Company thereunder in respect of any
occurrence or matter arising prior to any such repeal or modification.

      The Certificate also specifically authorizes the Company to maintain
insurance and to grant similar indemnification rights to employees or 
<PAGE>   5
agents of the Company. The directors and officers of Lucent Technologies are
covered by insurance policies indemnifying against certain liabilities,
including certain liabilities arising under the Securities Act of 1933 (the
"1933 Act"), which might be incurred by them in such capacities.

Item 7.  Exemption from Registration Claimed.

      Not Applicable.

Item 8.  Exhibits.

      Exhibits identified in parenthesis below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.

      Exhibit
      Number
        4         Restated Certificate of Incorporation, as amended.
                  (Exhibit 3(i) of the Current Report on Form 8-K dated
                  July 18, 1996.)
        5         Opinion of Pamela F. Craven, Vice President - Law of the 
                  registrant, as to the legality of the securities to be issued.
       23         Consent of Pamela F. Craven is contained in the opinion of 
                  counsel filed as Exhibit 5.
       24         Powers of Attorney executed by officers and directors who 
                  signed this registration statement.

Item 9.  Undertakings.

      (1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the 1933
Act;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this registration
statement;

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;

Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to 
<PAGE>   6
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.

      (2) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the 1933 Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

      (3) The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

      (4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (5) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
<PAGE>   7
                                   SIGNATURES

The Registrant

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in Murray Hill, New Jersey, on the 30th
day of December, 1996.

                                            LUCENT TECHNOLOGIES INC.




                                            By: James S. Lusk
                                            Title: Vice President and Controller


      Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated.
                                               #
Principal Executive Officer:                    #
                                                 #
Henry B. Schacht           Chairman of the Board  #
                            and Chief Executive   #
                                   Officer        #
Principal Financial Officer:                      #
                                                  #
Donald K. Peterson        Executive Vice President#
                             and Chief Financial  #
                                   Officer        #
                                                  #
Principal Accounting Officer:                     #
                                                  #
James S. Lusk               Vice President and     ###By: /s/ James S. Lusk
                                Controller        #       ---------------------
Directors:                                        #       (James S. Lusk
                                                  #        attorney-in-fact)*
                                                  #
    Paul A. Allaire                               #
    Carla A. Hills                                #
    Drew Lewis                                    #    December 30, 1996
    Richard A. McGinn                             #
    Paul H. O'Neill                               #
    Donald S. Perkins                             #
    Henry B. Schacht                              #
    Franklin A. Thomas                            #   *as Principal Accounting
    John A. Young                                 #         Officer and
                                                 #     by power of attorney
                                               #
<PAGE>   8
                                   SIGNATURES


The Plan

      Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Morristown, State of New
Jersey, on the 30th day of December, 1996.




                                                Lucent Technologies Inc.
                                                1997 Annual Long Term
                                                Incentive Plan



                                                By: Anthony P. D'Andrea
                                                Title: Administrator
<PAGE>   9
                                  EXHIBIT INDEX



      Exhibit
      Number


        4         Restated Certificate of Incorporation, as amended.
                  (Exhibit 3(i) of the Current Report on Form 8-K dated
                  July 18, 1996.)

        5         Opinion of Pamela F. Craven, Vice President - Law of the 
                  registrant, as to the legality of the securities to be issued.

       23         Consent of Pamela F. Craven is contained in the opinion of 
                  counsel filed as Exhibit 5.

       24         Powers of Attorney executed by officers and directors who 
                  signed this registration statement.
[{"type": "S-8", "sequence": "1", "description": "LUCENT TECHNOLOGIES INC FORM S-8", "secsgml_size_bytes": 18435}]
{"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": "S-8", "act": "33", "file-number": "333-18975", "film-number": "96688030"}, "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 S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                                   ----------

                            LUCENT TECHNOLOGIES INC.
                   A Delaware                      I.R.S. Employer
                  Corporation                      No. 22-3408857

                600 Mountain Ave., Murray Hill, New Jersey 07974
                                   ----------

                            LUCENT TECHNOLOGIES INC.
                      1997 ANNUAL LONG TERM INCENTIVE PLAN
                                   ----------

                                Agent for Service
                 Florence L. Walsh, Vice President and Treasurer
                600 Mountain Ave., Murray Hill, New Jersey 07974
                                 (908) 582-8500

                  Please send copies of all communications to:
     Richard J. Rawson, Senior Vice President, General Counsel and Secretary
               600 Mountain Avenue, Murray Hill, New Jersey 07974
                                   ----------

                         CALCULATION OF REGISTRATION FEE
=================================================================================
                           +               +  Proposed    +   Proposed     +
                           +               +  maximum     +   maximum      +
         Title of          +    Amount     +  offering    +   aggregate    + Amount of
       securities to       +    to be      +   price      +   offering     +registration
       be registered       + registered(1) + per share(2) +   price(2)     +    fee
       =================================================================================
Common Stock, par   +               +              +                +
       value $.01 per share+  15,000,000   +  $46.375     + $695,625,000   + $210,795.45
       =================================================================================
       Preferred Share     +               +              +                +
       Purchase Rights(3)  +               +              +                +
       =================================================================================
       Total               +               +              + $695,625,000   + $210,795.45
       =================================================================================
----------
(1)    Represents the maximum number of shares that may be acquired under the
       Lucent Technologies Inc. 1997 Annual Long Term Incentive Plan (the
       "Plan") pursuant to this Registration Statement.
(2)    Estimated solely for the purpose of calculating the registration fee
       and, pursuant to Rule 457(c) of the Securities Act of 1933, based upon
       the average of the high and low sale prices of the common stock, par
       value $.01 per share, of Lucent Technologies Inc. on the New York
2
       Stock Exchange on December 24, 1996.
(3)    Rights initially will trade together with the Common Stock. The value
       attributable to the Rights, if any, is reflected in the market price of
       the Common Stock.
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents have been filed by Lucent Technologies Inc. (the
"Company" or "Lucent Technologies") with the Securities and Exchange Commission
(the "SEC") and are incorporated herein by reference:

      (1) Lucent Technologies' Annual Report on Form 10-K dated December 30,
1996.

      (2) The "Description Of Capital Stock" section of the Lucent Technologies
Registration Statement on Form 10 filed with the SEC on February 26, 1996, as
amended by Amendment No.1 thereto filed on Form 10/A on March 12, 1996,
Amendment No. 2 thereto filed on Form 10/A on March 22, 1996 and Amendment No.3 
thereto filed on Form 10/A on April 1, 1996.

      All documents, filed subsequent to the date hereof by Lucent Technologies
with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") and prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
PROVIDED, HOWEVER, that the documents enumerated above or subsequently filed by
Lucent Technologies pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act in each year during which the offering made hereby is in effect
prior to the filing with the SEC of Lucent Technologies' Annual Report on Form
10-K covering such year shall not be Incorporated Documents or be incorporated
by reference herein or be a part hereof from and after the filing of such Annual
Report on Form 10-K.

      Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities.

      Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not Applicable.

Item 6.  Indemnification of Directors and Officers.

      The Certificate of Incorporation (the "Certificate") of the Company
provides that a director of the Company will not be personally liable to
4
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except, if required by the Delaware General Corporation Law
(the "DGCL") as amended from time to time, for liability (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, which concerns
unlawful payments of dividends, stock purchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit.
Neither the amendment nor repeal of such provision will eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of
action, suit or claim that, but for such provision, would accrue or arise prior
to such amendment or repeal.

      While the Certificate provides directors with protection from awards for
monetary damages for breach of their duty of care, it does not eliminate such
duty. Accordingly, the Certificate will nave no effect on the availability of
equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care.

      The Certificate provides that each person who was or is made a party to or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative,
(hereinafter a "proceeding"), by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director or
officer of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, will be
indemnified and held harmless by the Company to the fullest extent authorized by
the DGCL, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the Company
to provide broader indemnification rights than said law permitted the Company to
provide prior to such amendment), against all expense, liability and loss
reasonably incurred or suffered by such person in connection therewith. Such
right to indemnification includes the right to have the Company pay the expenses
incurred in defending any such proceeding in advance of its final disposition,
subject to the provisions of the DGCL. Such rights are not exclusive of any
other right which any person may have or thereafter acquire under any statute,
provision of the Certificate, Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise. No repeal or modification of such
provision will in any way diminish or adversely affect the rights of any
director, officer, employee or agent of the Company thereunder in respect of any
occurrence or matter arising prior to any such repeal or modification.

      The Certificate also specifically authorizes the Company to maintain
insurance and to grant similar indemnification rights to employees or
5
agents of the Company. The directors and officers of Lucent Technologies are
covered by insurance policies indemnifying against certain liabilities,
including certain liabilities arising under the Securities Act of 1933 (the
"1933 Act"), which might be incurred by them in such capacities.

Item 7.  Exemption from Registration Claimed.

      Not Applicable.

Item 8.  Exhibits.

      Exhibits identified in parenthesis below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.

      Exhibit
      Number
        4         Restated Certificate of Incorporation, as amended.
                  (Exhibit 3(i) of the Current Report on Form 8-K dated
                  July 18, 1996.)
        5         Opinion of Pamela F. Craven, Vice President - Law of the 
                  registrant, as to the legality of the securities to be issued.
       23         Consent of Pamela F. Craven is contained in the opinion of 
                  counsel filed as Exhibit 5.
       24         Powers of Attorney executed by officers and directors who 
                  signed this registration statement.

Item 9.  Undertakings.

      (1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the 1933
Act;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this registration
statement;

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;

Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to
6
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.

      (2) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the 1933 Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

      (3) The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

      (4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (5) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
7
                                   SIGNATURES

The Registrant

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in Murray Hill, New Jersey, on the 30th
day of December, 1996.

                                            LUCENT TECHNOLOGIES INC.

                                            By: James S. Lusk
                                            Title: Vice President and Controller

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated.
                                               #
Principal Executive Officer:                    #
                                                 #
Henry B. Schacht           Chairman of the Board  #
                            and Chief Executive   #
                                   Officer        #
Principal Financial Officer:                      #
                                                  #
Donald K. Peterson        Executive Vice President#
                             and Chief Financial  #
                                   Officer        #
                                                  #
Principal Accounting Officer:                     #
                                                  #
James S. Lusk               Vice President and     ###By: /s/ James S. Lusk
                                Controller        #       ---------------------
Directors:                                        #       (James S. Lusk
                                                  #        attorney-in-fact)*
                                                  #
    Paul A. Allaire                               #
    Carla A. Hills                                #
    Drew Lewis                                    #    December 30, 1996
    Richard A. McGinn                             #
    Paul H. O'Neill                               #
    Donald S. Perkins                             #
    Henry B. Schacht                              #
    Franklin A. Thomas                            #   *as Principal Accounting
    John A. Young                                 #         Officer and
                                                 #     by power of attorney
                                               #
8
                                   SIGNATURES

The Plan

      Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Morristown, State of New
Jersey, on the 30th day of December, 1996.

                                                Lucent Technologies Inc.
                                                1997 Annual Long Term
                                                Incentive Plan

                                                By: Anthony P. D'Andrea
                                                Title: Administrator
9
                                  EXHIBIT INDEX

      Exhibit
      Number

        4         Restated Certificate of Incorporation, as amended.
                  (Exhibit 3(i) of the Current Report on Form 8-K dated
                  July 18, 1996.)

        5         Opinion of Pamela F. Craven, Vice President - Law of the 
                  registrant, as to the legality of the securities to be issued.

       23         Consent of Pamela F. Craven is contained in the opinion of 
                  counsel filed as Exhibit 5.

       24         Powers of Attorney executed by officers and directors who 
                  signed this registration statement.