<PAGE>   1
                                                           REGISTRATION NO. 333-


                       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)

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

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

                    ASCEND COMMUNICATIONS 401(k) SAVINGS PLAN
                                 (Name of Plan)


                                  JAMES S. LUSK
                          VICE PRESIDENT AND CONTROLLER
                            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 AND SECRETARY
                            LUCENT TECHNOLOGIES INC.
                               600 MOUNTAIN AVENUE
                          MURRAY HILL, NEW JERSEY 07974

<TABLE>
<CAPTION>
                                           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(1)             PRICE(1)
--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>                   <C>                 <C>
Common Stock, par value $.01 per           300,000          $64.4688              $19,340,640.00       $5,376.70
share, and related Preferred Stock
Purchase Rights (2)

--------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   2
(1)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(c) under the Securities Act of 1933, based on the
     average of the high and low sale prices of the Common Stock of Lucent
     Technologies Inc. on the New York Stock Exchange on June 22, 1999.

(2)  Including the related Preferred Share Purchase Rights. No separate
     consideration will be received for the Preferred Share Purchase Rights,
     which initially will trade together with the Common Stock.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
<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") and the Ascend Communications 401(k) Savings
Plan (the "Plan") 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, as amended by Amendment No. 1
                           thereto filed on Form 10-K/A on May 17, 1999.

                  (2)      Quarterly Reports on Form 10-Q for the quarters ended
                           December 31, 1998 and March 31, 1999.

                  (3)      Current Reports on Form 8-K filed on:
                           - November 19, 1998;
                           - January 8, 1999;
                           - January 15, 1999;
                           - March 5, 1999, as amended by Amendment
                             No. 1 thereto filed on Form 8-K/A on
                             May 18, 1999; and
                           - June 28, 1999.

                  (4)      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.

                  All documents, filed subsequent to the date hereof by the
Company or the Plan 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not Applicable.
<PAGE>   4
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 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 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, 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
<PAGE>   5
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.

                  See Exhibit Index.

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:

                                    (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;

                                    (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,
<PAGE>   6
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act and each filing of the Plan's annual report
pursuant to Section 15(d) of the Exchange Act that is incorporated by reference
in this 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 COMPANY

                  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 25th
day of June, 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 and on the date indicated.

<TABLE>
<S>                           <C>                      <C>   <C>
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        #### By: /s/ James S. Lusk
                                  Controller               #
                                                           #        (James S. Lusk
Directors:                                                 #        attorney-in-fact)*
                                                           #
         Paul A. Allaire                                   #        *by power of attorney
         Carla A. Hills                                    #
         Drew Lewis                                        #
         Richard A. McGinn                                 #
         Paul H. O'Neill                                   #        Date: June 25, 1999
         Donald S. Perkins                                 #
         Henry B. Schacht                                  #
         Franklin A. Thomas                                #
         John A. Young                                 #####
</TABLE>
<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) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Alameda, State of
California, on this 25th day of June, 1999.

                                                  ASCEND COMMUNICATIONS 401(k)
                                                  SAVINGS PLAN



                                                  By: /s/Mary Preston
                                                  Name: Mary Preston
                                                  Title:Director, Compensation
                                                        and Benefits
<PAGE>   9
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S>               <C>
4.1               Certificate of Incorporation. (Incorporated by reference to
                  Exhibit 3(i) of the Quarterly Report on Form 10-Q for the
                  quarterly period ended March 31, 1999, File No. 001-1163)

4.2               Rights Agreement between the registrant and The Bank of New
                  York (successor to First Chicago Trust Company of New York),
                  as rights agent, dated as of April 4, 1996 (incorporated by
                  reference to Exhibit 4.2 to Registration Statement
                  (No. 333-00703) on Form S-1).

4.3               Amendment to Rights Agreement between the registrant and The
                  Bank of New York (successor to First Chicago Trust Company of
                  New York), dated as of February 18, 1998 (incorporated by
                  reference to Exhibit (10)(i)5 to the registrant's Annual
                  Report on Form 10-K for the period ended September 30, 1998).

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

23.1              Consent of Independent Accountants.

23.2              Consent of Pamela F. Craven is contained in the opinion of
                  counsel filed as Exhibit 5.1.

24                Power of Attorney executed by officers and directors who
                  signed this registration statement.
</TABLE>

                  The Company undertakes to submit, or cause to be submitted,
the Plan and any amendments thereto to the Internal Revenue Service (the "IRS")
in a timely manner and will make changes required by the IRS in order to qualify
the Plan under Section 401 of the Internal Revenue Code.
[{"type": "S-8", "sequence": "1", "description": "LUCENT TECHNOLOGIES, INC.", "secsgml_size_bytes": 20617}]
{"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": "333-81751", "film-number": "99653970"}, "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
                                                           REGISTRATION NO. 333-

                       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)

                    ASCEND COMMUNICATIONS 401(k) SAVINGS PLAN
                                 (Name of Plan)

                                  JAMES S. LUSK
                          VICE PRESIDENT AND CONTROLLER
                            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 AND SECRETARY
                            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(1)             PRICE(1)
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per           300,000          $64.4688              $19,340,640.00       $5,376.70
share, and related Preferred Stock
Purchase Rights (2)

--------------------------------------------------------------------------------------------------------------------
2
(1)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(c) under the Securities Act of 1933, based on the
     average of the high and low sale prices of the Common Stock of Lucent
     Technologies Inc. on the New York Stock Exchange on June 22, 1999.

(2)  Including the related Preferred Share Purchase Rights. No separate
     consideration will be received for the Preferred Share Purchase Rights,
     which initially will trade together with the Common Stock.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
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") and the Ascend Communications 401(k) Savings
Plan (the "Plan") 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, as amended by Amendment No. 1
                           thereto filed on Form 10-K/A on May 17, 1999.

                  (2)      Quarterly Reports on Form 10-Q for the quarters ended
                           December 31, 1998 and March 31, 1999.

                  (3)      Current Reports on Form 8-K filed on:
                           - November 19, 1998;
                           - January 8, 1999;
                           - January 15, 1999;
                           - March 5, 1999, as amended by Amendment
                             No. 1 thereto filed on Form 8-K/A on
                             May 18, 1999; and
                           - June 28, 1999.

                  (4)      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.

                  All documents, filed subsequent to the date hereof by the
Company or the Plan 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not Applicable.
4
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 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 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, 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
5
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.

                  See Exhibit Index.

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:

                                    (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;

                                    (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,
6
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act and each filing of the Plan's annual report
pursuant to Section 15(d) of the Exchange Act that is incorporated by reference
in this 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 COMPANY

                  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 25th
day of June, 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 and 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        #### By: /s/ James S. Lusk
                                  Controller               #
                                                           #        (James S. Lusk
Directors:                                                 #        attorney-in-fact)*
                                                           #
         Paul A. Allaire                                   #        *by power of attorney
         Carla A. Hills                                    #
         Drew Lewis                                        #
         Richard A. McGinn                                 #
         Paul H. O'Neill                                   #        Date: June 25, 1999
         Donald S. Perkins                                 #
         Henry B. Schacht                                  #
         Franklin A. Thomas                                #
         John A. Young                                 #####
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) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Alameda, State of
California, on this 25th day of June, 1999.

                                                  ASCEND COMMUNICATIONS 401(k)
                                                  SAVINGS PLAN

                                                  By: /s/Mary Preston
                                                  Name: Mary Preston
                                                  Title:Director, Compensation
                                                        and Benefits
9
                                  EXHIBIT INDEX
EXHIBIT
NUMBER
-------
4.1               Certificate of Incorporation. (Incorporated by reference to
                  Exhibit 3(i) of the Quarterly Report on Form 10-Q for the
                  quarterly period ended March 31, 1999, File No. 001-1163)

4.2               Rights Agreement between the registrant and The Bank of New
                  York (successor to First Chicago Trust Company of New York),
                  as rights agent, dated as of April 4, 1996 (incorporated by
                  reference to Exhibit 4.2 to Registration Statement
                  (No. 333-00703) on Form S-1).

4.3               Amendment to Rights Agreement between the registrant and The
                  Bank of New York (successor to First Chicago Trust Company of
                  New York), dated as of February 18, 1998 (incorporated by
                  reference to Exhibit (10)(i)5 to the registrant's Annual
                  Report on Form 10-K for the period ended September 30, 1998).

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

23.1              Consent of Independent Accountants.

23.2              Consent of Pamela F. Craven is contained in the opinion of
                  counsel filed as Exhibit 5.1.

24                Power of Attorney executed by officers and directors who
                  signed this registration statement.
The Company undertakes to submit, or cause to be submitted,
the Plan and any amendments thereto to the Internal Revenue Service (the "IRS")
in a timely manner and will make changes required by the IRS in order to qualify
the Plan under Section 401 of the Internal Revenue Code.