<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)

              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. LONG TERM SAVINGS PLAN FOR MANAGEMENT EMPLOYEES
          LUCENT TECHNOLOGIES INC. LONG TERM SAVINGS AND SECURITY PLAN
                                 (Name of Plan)


                                FLORENCE L. WALSH
                          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(1)             PRICE(1)
-----------------------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>                  <C>                 <C>    
Common Stock, par value $.01 per        50,000,000(3)         $71.9063          $3,595,315,000     $1,060,617.93
share(2)

Common Stock, par value $.01 per        15,000,000(4)         $71.9063          $1,078,594,500     $  318,185.38
share(2)

Total...............................     65,000,000           $71.9063          $4,673,909,500     $1,378,803.31
-----------------------------------------------------------------------------------------------------------------
</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 May 14, 1998.

(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.

(3)  Represents securities to be registered for sale in connection with the
     Lucent Technologies Inc. Long Term Savings Plan for Management Employees.

(4)  Represents securities to be registered for sale in connection with the
     Lucent Technologies Inc. Long Term Savings and Security Plan.

     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(s) 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"), the Lucent Technologies Inc. Long Term Savings
Plan for Management Employees (the "Savings Plan") and the Lucent Technologies
Inc. Long Term Savings and Security Plan (the "Savings and Security Plan" and,
together with the Savings Plan, the "Plans") 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, 1997.

                  (2) Quarterly Reports on Form 10-Q for the quarters ended
                  December 31, 1997 and March 31, 1998.

                  (3) Current Report on Form 8-K dated October 21, 1997, filed
                  on October 22, 1997.

                  (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.

                  (5) The Plans' Annual Reports on Form 11-K for the year ended
                  December 31, 1996.

                  All documents, filed subsequent to the date hereof by the
Company or the Plans 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
<PAGE>   4
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
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
<PAGE>   5
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 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 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.
<PAGE>   6
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.


ITEM 8.  EXHIBITS.

                  EXHIBIT
                  NUMBER

                    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).

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

                    5.2(a)          Internal Revenue Service Determination
                                    Letter for the Long Term Savings Plan for
                                    Management Employees.

                    5.2(b)          Internal Revenue Service Determination
                                    Letter for the Long Term Savings and
                                    Security Plan.

                    23.1            Consent of Coopers & Lybrand L.L.P.

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

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

         The changes required by the Internal Revenue Service in the
Determination Letters filed as Exhibits 5.2(a) and (b) have been made.

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 
<PAGE>   7
                  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
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 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 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 
<PAGE>   8
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>   9
                                   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
15th day of May, 1998.


                                     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         #### 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: May 15, 1998
         Donald S. Perkins                            #
         Henry B. Schacht                             #
         Franklin A. Thomas                           #
         John A. Young                            #####
<PAGE>   10
                                   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 Morristown, State of New
Jersey, on this 15th day of May, 1998.

                                             LUCENT TECHNOLOGIES INC. LONG TERM
                                             SAVINGS PLAN FOR MANAGEMENT
                                             EMPLOYEES



                                             By:  /s/ Raymond Polese
                                                  --------------------
                                                  Name:Raymond Polese
                                                  Title:Staff Manager
<PAGE>   11
                                   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 Morristown, State of New
Jersey, on this 15th day of May, 1998.

                                           LUCENT TECHNOLOGIES INC. LONG TERM
                                             SAVINGS AND SECURITY PLAN



                                           By:      /s/ Raymond Polese
                                                    -----------------------
                                                    Name: Raymond Polese
                                                    Title:Staff Manager
<PAGE>   12
                                  EXHIBIT INDEX


EXHIBIT
NUMBER

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).

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

5.2(a)   Internal Revenue Service Determination Letter for the Long Term
         Savings Plan for Management Employees.

5.2(b)   Internal Revenue Service Determination Letter for the Long Term
         Savings and Security Plan.

23.1     Consent of Coopers & Lybrand L.L.P.

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

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

    LUCENT TECHNOLOGIES INC. LONG TERM SAVINGS PLAN FOR MANAGEMENT EMPLOYEES
          LUCENT TECHNOLOGIES INC. LONG TERM SAVINGS AND SECURITY PLAN
                                 (Name of Plan)

                                FLORENCE L. WALSH
                          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(1)             PRICE(1)
-----------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per        50,000,000(3)         $71.9063          $3,595,315,000     $1,060,617.93
share(2)

Common Stock, par value $.01 per        15,000,000(4)         $71.9063          $1,078,594,500     $  318,185.38
share(2)

Total...............................     65,000,000           $71.9063          $4,673,909,500     $1,378,803.31
-----------------------------------------------------------------------------------------------------------------
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 May 14, 1998.

(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.

(3)  Represents securities to be registered for sale in connection with the
     Lucent Technologies Inc. Long Term Savings Plan for Management Employees.

(4)  Represents securities to be registered for sale in connection with the
     Lucent Technologies Inc. Long Term Savings and Security Plan.

     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(s) 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"), the Lucent Technologies Inc. Long Term Savings
Plan for Management Employees (the "Savings Plan") and the Lucent Technologies
Inc. Long Term Savings and Security Plan (the "Savings and Security Plan" and,
together with the Savings Plan, the "Plans") 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, 1997.

                  (2) Quarterly Reports on Form 10-Q for the quarters ended
                  December 31, 1997 and March 31, 1998.

                  (3) Current Report on Form 8-K dated October 21, 1997, filed
                  on October 22, 1997.

                  (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.

                  (5) The Plans' Annual Reports on Form 11-K for the year ended
                  December 31, 1996.

                  All documents, filed subsequent to the date hereof by the
Company or the Plans 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
4
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
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
5
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 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 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.
6
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

                  EXHIBIT
                  NUMBER

                    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).

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

                    5.2(a)          Internal Revenue Service Determination
                                    Letter for the Long Term Savings Plan for
                                    Management Employees.

                    5.2(b)          Internal Revenue Service Determination
                                    Letter for the Long Term Savings and
                                    Security Plan.

                    23.1            Consent of Coopers & Lybrand L.L.P.

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

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

         The changes required by the Internal Revenue Service in the
Determination Letters filed as Exhibits 5.2(a) and (b) have been made.

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
7
                  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
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 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 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
8
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.
9
                                   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
15th day of May, 1998.

                                     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         #### 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: May 15, 1998
         Donald S. Perkins                            #
         Henry B. Schacht                             #
         Franklin A. Thomas                           #
         John A. Young                            #####
10
                                   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 Morristown, State of New
Jersey, on this 15th day of May, 1998.

                                             LUCENT TECHNOLOGIES INC. LONG TERM
                                             SAVINGS PLAN FOR MANAGEMENT
                                             EMPLOYEES

                                             By:  /s/ Raymond Polese
                                                  --------------------
                                                  Name:Raymond Polese
                                                  Title:Staff Manager
11
                                   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 Morristown, State of New
Jersey, on this 15th day of May, 1998.

                                           LUCENT TECHNOLOGIES INC. LONG TERM
                                             SAVINGS AND SECURITY PLAN

                                           By:      /s/ Raymond Polese
                                                    -----------------------
                                                    Name: Raymond Polese
                                                    Title:Staff Manager
12
                                  EXHIBIT INDEX

EXHIBIT
NUMBER

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).

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

5.2(a)   Internal Revenue Service Determination Letter for the Long Term
         Savings Plan for Management Employees.

5.2(b)   Internal Revenue Service Determination Letter for the Long Term
         Savings and Security Plan.

23.1     Consent of Coopers & Lybrand L.L.P.

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

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