<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                            LUCENT TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)


          DELAWARE                                         22-3408857
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)


                                600 MOUNTAIN AVE.
                          MURRAY HILL, NEW JERSEY 07974
                    (Address of Principal Executive Offices)

              LUCENT TECHNOLOGIES INC. 1999 STOCK COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                                 (Name of Plan)

                                WILLIAM CARAPEZZI
                          VICE PRESIDENT AND TREASURER
                            LUCENT TECHNOLOGIES INC.
                               600 MOUNTAIN AVENUE
                          MURRAY HILL, NEW JERSEY 07974
                                 (908) 582-8500
 (Name, address and telephone number, including area code, of agent for service)

                  Please send copies of all communications to:
                                PAMELA F. CRAVEN
                              VICE PRESIDENT - LAW
                            LUCENT TECHNOLOGIES INC.
                               600 MOUNTAIN AVENUE
                          MURRAY HILL, NEW JERSEY 07974


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
=================================================================================================================
              TITLE OF                    AMOUNT         PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
             SECURITIES                   TO BE         OFFERING PRICE PER   AGGREGATE OFFERING  REGISTRATION FEE
          TO BE REGISTERED              REGISTERED            SHARE                PRICE
-----------------------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>                  <C>                 <C>
Common Stock, par value $.01 per          500,000              (2)              $48,046,900(2)      13,357.04                 
share, and related Preferred Stock                                           
Purchase Rights (1)                                                               
-----------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  No separate consideration will be received for the Rights, which initially
     will trade together with the Common Stock.

(2)  Estimated solely for purposes of calculating the registration fee and,
     pursuant to Rule 457(c) under the Securities Act of 1933, based upon the 
     average of the high and low sale prices of Lucent's common stock on the 
     New York Stock Exchange on February 10, 1999.

 
<PAGE>   2
                                     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") with the Securities and Exchange Commission (the
"SEC") and are incorporated herein by reference (File No. 001-11639):

         (1) Annual Report on Form 10-K for the fiscal year ended September
             30, 1998 filed December 22, 1998.

         (2) The "Description of Capital Stock" section of the Company's
             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.

         (3) Current Report on Form 8-K filed October 22, 1998

         (4) Current Report on Form 8-K filed January 8, 1999

         (5) Current Report on Form 8-K filed January 15, 1999

         All documents, filed subsequent to the date hereof by Lucent 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 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's 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.


                                                                               2
<PAGE>   3
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 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 have 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 


                                                                               3
<PAGE>   4
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
hereafter acquire under any statute, provision of the Certificate, By-laws,
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 agents of
the Company. The directors and officers of Lucent 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

     Exhibit
     Number             Description

     4                  Restated Certificate of Incorporation, as amended. 
                        (Incorporated by reference to Exhibit 3(i) of the
                        Current Report on Form 8-K dated July 18, 1996, File No.
                        001-11639)

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

     23.1               Consent of Pamela F. Craven, Vice President-Law, is
                        contained in the opinion of counsel filed as Exhibit 5.

     23.2               Consent of PricewaterhouseCoopers, LLP

     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:


                                                                               4
<PAGE>   5
              (a) to include any prospectus required by Section 10(a)(3) of the
         1933 Act;

              (b) 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; and

              (c) 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(a) and 1(b) do not apply if 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 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 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 


                                                                               5
<PAGE>   6
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.


                                                                               6
<PAGE>   7
                                   SIGNATURES

         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 12th
day of February, 1999.

                                       LUCENT TECHNOLOGIES INC.

                                       By: /s/ James S. Lusk
                                          --------------------
                                       Name:  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 indicated on the date indicated.

Principal Executive Officer:


Richard A. McGinn*         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       
                                 Controller
                                                        
Directors:                                              
         Paul A. Allaire*                                
         Carla A. Hills*
         Drew Lewis*
         Richard A. McGinn*
         Paul H. O'Neill*                                
         Donald S. Perkins*
         Henry B. Schacht*
         Franklin A. Thomas*
         John A. Young*


# By: /s/ James S. Lusk
      ---------------------
        (James S. Lusk
       attorney-in-fact)*

*by power of attorney





Date: February 16, 1999

                                                                               7
<PAGE>   8
                                  EXHIBIT INDEX

Exhibit
Number             Description

4                  Restated Certificate of Incorporation, as amended. 
                   (Incorporated by reference to Exhibit 3(i) of the Current
                   Report on Form 8-K dated July 18, 1996, File No. 001-11639)

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

23.1               Consent of Pamela F. Craven, Vice President-Law, is contained
                   in the opinion of counsel filed as Exhibit 5.

23.2               Consent of PricewaterhouseCoopers, LLP

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


                                                                               8
[{"type": "S-8", "sequence": "1", "description": "LUCENT TECHNOLOGIES INC.", "secsgml_size_bytes": 17889}]
{"company-data": {"conformed-name": "LUCENT TECHNOLOGIES INC", "cik": "0001006240", "assigned-sic": "4813", "irs-number": "223408857", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72425", "film-number": "99542514"}, "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, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            LUCENT TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                         22-3408857
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                                600 MOUNTAIN AVE.
                          MURRAY HILL, NEW JERSEY 07974
                    (Address of Principal Executive Offices)

              LUCENT TECHNOLOGIES INC. 1999 STOCK COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                                 (Name of Plan)

                                WILLIAM CARAPEZZI
                          VICE PRESIDENT AND TREASURER
                            LUCENT TECHNOLOGIES INC.
                               600 MOUNTAIN AVENUE
                          MURRAY HILL, NEW JERSEY 07974
                                 (908) 582-8500
 (Name, address and telephone number, including area code, of agent for service)

                  Please send copies of all communications to:
                                PAMELA F. CRAVEN
                              VICE PRESIDENT - LAW
                            LUCENT TECHNOLOGIES INC.
                               600 MOUNTAIN AVENUE
                          MURRAY HILL, NEW JERSEY 07974

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
              TITLE OF                    AMOUNT         PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
             SECURITIES                   TO BE         OFFERING PRICE PER   AGGREGATE OFFERING  REGISTRATION FEE
          TO BE REGISTERED              REGISTERED            SHARE                PRICE
-----------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per          500,000              (2)              $48,046,900(2)      13,357.04                 
share, and related Preferred Stock                                           
Purchase Rights (1)                                                               
-----------------------------------------------------------------------------------------------------------------
(1)  No separate consideration will be received for the Rights, which initially
     will trade together with the Common Stock.

(2)  Estimated solely for purposes of calculating the registration fee and,
     pursuant to Rule 457(c) under the Securities Act of 1933, based upon the 
     average of the high and low sale prices of Lucent's common stock on the 
     New York Stock Exchange on February 10, 1999.
2
                                     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") with the Securities and Exchange Commission (the
"SEC") and are incorporated herein by reference (File No. 001-11639):

         (1) Annual Report on Form 10-K for the fiscal year ended September
             30, 1998 filed December 22, 1998.

         (2) The "Description of Capital Stock" section of the Company's
             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.

         (3) Current Report on Form 8-K filed October 22, 1998

         (4) Current Report on Form 8-K filed January 8, 1999

         (5) Current Report on Form 8-K filed January 15, 1999

         All documents, filed subsequent to the date hereof by Lucent 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 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's 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.

                                                                               2
3
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 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 have 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 

                                                                               3
4
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
hereafter acquire under any statute, provision of the Certificate, By-laws,
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 agents of
the Company. The directors and officers of Lucent 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

     Exhibit
     Number             Description

     4                  Restated Certificate of Incorporation, as amended. 
                        (Incorporated by reference to Exhibit 3(i) of the
                        Current Report on Form 8-K dated July 18, 1996, File No.
                        001-11639)

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

     23.1               Consent of Pamela F. Craven, Vice President-Law, is
                        contained in the opinion of counsel filed as Exhibit 5.

     23.2               Consent of PricewaterhouseCoopers, LLP

     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:

                                                                               4
5
              (a) to include any prospectus required by Section 10(a)(3) of the
         1933 Act;

              (b) 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; and

              (c) 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(a) and 1(b) do not apply if 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 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 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 

                                                                               5
6
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.

                                                                               6
7
                                   SIGNATURES

         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 12th
day of February, 1999.

                                       LUCENT TECHNOLOGIES INC.

                                       By: /s/ James S. Lusk
                                          --------------------
                                       Name:  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 indicated on the date indicated.

Principal Executive Officer:

Richard A. McGinn*         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       
                                 Controller
                                                        
Directors:                                              
         Paul A. Allaire*                                
         Carla A. Hills*
         Drew Lewis*
         Richard A. McGinn*
         Paul H. O'Neill*                                
         Donald S. Perkins*
         Henry B. Schacht*
         Franklin A. Thomas*
         John A. Young*

# By: /s/ James S. Lusk
      ---------------------
        (James S. Lusk
       attorney-in-fact)*

*by power of attorney

Date: February 16, 1999

                                                                               7
8
                                  EXHIBIT INDEX

Exhibit
Number             Description

4                  Restated Certificate of Incorporation, as amended. 
                   (Incorporated by reference to Exhibit 3(i) of the Current
                   Report on Form 8-K dated July 18, 1996, File No. 001-11639)

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

23.1               Consent of Pamela F. Craven, Vice President-Law, is contained
                   in the opinion of counsel filed as Exhibit 5.

23.2               Consent of PricewaterhouseCoopers, LLP

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

                                                                               8