<PAGE>

   As filed with the Securities and Exchange Commission on February 14, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   AVAYA INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

               DELAWARE                                   22-3713430
               --------                                   ----------
    (State or Other Jurisdiction of                    (I.R.S. Employer
     Incorporation or Organization)                   Identification No.)

         211 Mount Airy Road
         Basking Ridge, N.J.                                07920
         -------------------                                -----
(Address of Principal Executive Offices)                 (Zip Code)

                    Avaya Inc. 2000 Long Term Incentive Plan
          Avaya Inc. Long Term Incentive Plan for Management Employees
                    Avaya Inc. Broad-Based Stock Option Plan
       Avaya Inc. 2000 Stock Compensation Plan for Non-Employee Directors
                   Avaya Inc. Variable Workforce Savings Plan
            Optimay Corporation Stock Option Plan for Avaya Employees
     Livingston Enterprises, Inc. 1994 Stock Option Plan for Avaya Employees
         Prominet Corporation 1996 Stock Option Plan for Avaya Employees
         Mosaix, Inc. 1997 Nonofficer Stock Incentive Compensation Plan
                              for Avaya Employees
    Mosaix, Inc. 1996 Amended and Restated Stock Incentive Compensation Plan
                              for Avaya Employees

                            (Full title of the Plans)

                  Please send copies of all communications to:

                                PAMELA F. CRAVEN
                  Vice President, General Counsel and Secretary
                               211 Mount Airy Road
                            Basking Ridge, N.J. 07920
                                 (908) 953-6000
  (Name, address, telephone number, including area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of securities          Amount to be         Proposed maximum             Proposed maximum           Amount of
to be registered (1)        registered (2)   Offering price per share (3)   aggregate offering price   Registration fee
--------------------        --------------   ----------------------------   ------------------------   ----------------
<S>                        <C>              <C>                            <C>                       <C>
Common Stock, par value      64,476,299                $15.36                  $ 990,355,953           $ 247,589
$0.01 per share
and related Preferred
Stock Purchase Rights (4)
</TABLE>
<PAGE>

(1)      In addition, pursuant to Rule 416 (b) and (c) under the Securities Act
         of 1933, as amended (the "Securities Act"), this Registration Statement
         also relates to such indeterminate number of (i) additional shares of
         Common Stock of the Registrant as may be issuable as a result of stock
         splits, stock dividends or similar transactions, as described in the
         Plans and (ii) interests to be offered or sold pursuant to the Avaya
         Inc. Variable Workforce Savings Plan.

(2)      Includes 25,000,000 shares issuable upon the exercise of stock options
         granted pursuant to the Avaya Inc. 2000 Long Term Incentive Plan;
         28,202,794 shares issuable upon the exercise of stock options granted
         pursuant to the Avaya Inc. Long Term Incentive Plan for Management
         Employees; 10,000,000 shares issuable upon the exercise of stock
         options granted pursuant to the Avaya Inc. Broad-Based Stock Option
         Plan; 1,000,000 shares issuable upon the exercise of stock options
         granted pursuant to the Avaya Inc. 2000 Stock Compensation Plan for
         Non-Employee Directors; 250,000 issuable under the Avaya Inc. Variable
         Workforce Savings Plan; 1,764 shares issuable upon the exercise of
         stock options granted pursuant to the Optimay Corporation Stock Option
         Plan for Avaya Employees; 10,527 shares issuable upon the exercise of
         stock options granted pursuant to the Livingston Enterprises, Inc. 1994
         Stock Option Plan for Avaya Employees; 2,047 shares issuable upon the
         exercise of stock options granted pursuant to the Prominet Corporation
         1996 Stock Option Plan for Avaya Employees; 3,552 shares issuable upon
         the exercise of stock options granted pursuant to the Mosaix, Inc.
         Nonofficer Stock Incentive Compensation Plan for Avaya Employees; and
         5,615 shares issuable upon the exercise of stock options granted
         pursuant to the Mosaix, Inc. 1996 Amended and Restated 1996 Stock
         Incentive Compensation Plan for Avaya Employees.

(3)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457 (c) and (h) of the Securities Act and based on the
         average of the high and low prices of the Common Stock of Avaya Inc. as
         reported on the New York Stock Exchange on February 9, 2001.

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


PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information concerning the Avaya Inc.
2000 Long Term Incentive Plan, the Avaya Inc. Long Term Incentive Plan for
Management Employees, the Avaya Inc. Broad-Based Stock Option Plan, the Avaya
Inc. 2000 Stock Compensation Plan for Non-Employee Directors, the Avaya Inc.
Variable Workforce Savings Plan, the Optimay Corporation Stock Option Plan for
Avaya Employees, the Livingston Enterprises, Inc. 1994 Stock Option Plan for
Avaya Employees, the Prominet Corporation 1996 Stock Option Plan for Avaya
Employees, the Mosaix, Inc. 1997 Nonofficer Stock Incentive Compensation Plan
for Avaya Employees, and the Mosaix, Inc. 1996 Amended and Restated Stock
Incentive Compensation Plan for Avaya Employees (the "Plans") required by Item 1
of Part 1 of Form S-8 and the statement of availability of Registration
Information, Plan Information and other information required by Item 2 of Part 1
of Form S-8 will be sent or given to participants as specified by Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"). In accordance
with Rule 428 and the requirements of Part 1 of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. The Registrant shall
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the registrant shall furnish to the Commission or its staff a copy
or copies of all of the documents included in such file.

                                      -2-

<PAGE>
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been filed by Avaya Inc. (the "Company" or
"Avaya") with the Securities and Exchange Commission (the "SEC") and are
incorporated herein by reference (File No. 001-15951):

         (1)   The Company's Annual Report on Form 10-K for the fiscal year
               ended September 30, 2000.

         (2)   The Company's Quarterly Report on form 10-Q for the fiscal
               quarter ended December 31, 2000.

         (3)   The Company's Current Report on Form 8-K filed on January 8,
               2001.

         (4)   The "Description of Capital Stock" contained in the Company's
               Registration Statement on Form 10, as amended as of
               September 14, 2000, and any other amendments or reports filed
               for the purpose of updating such description.


All documents, filed subsequent to the date hereof by Avaya 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 Avaya 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
Avaya'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

ITEM 5.  INTEREST OF NAMED EXPERTS OF COUNSEL

         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Avaya's certificate of incorporation provides that each person who was
or is made a party or is threatened to be made a party to or is involved in any
action suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person, or person of whom such
person is the legal representative, is or was a director or officer of Avaya or
is or was serving at Avaya's request 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 the alleged action of such person in an official
capacity as a director, officer, employee or agent or in any
                                      -3-
<PAGE>

other capacity while serving as a director, officer, employee or agent, will be
indemnified and held harmless by Avaya to the fullest extent authorized by the
Delaware General Corporation Law ("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 Avaya to provide broader indemnification rights than said law
permitted Avaya 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 Avaya pay
the expenses incurred in defending any such proceeding in advance of its final
disposition, subject to the provisions of the DGCL. Such rights are not
exclusive of any other right which any person may have or thereafter acquire
under any statute, provision of the certificate of incorporation, by-law,
agreement, vote of shareowners 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 Avaya
thereunder in respect of any occurrence or matter arising prior to any such
repeal or modification. Avaya's certificate of incorporation also specifically
authorizes us to maintain insurance and to grant similar indemnification rights
to Avaya's employees or agents.

         Avaya's certificate of incorporation provides that none of Avaya's
directors will be personally liable to Avaya or Avaya's shareowners for monetary
damages for breach of fiduciary duty as a director, except, if required by the
DGCL, as amended from time to time, for liability: (i) for any breach of the
director's duty of loyalty to us or our shareowners; (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 purchase 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 Avaya's certificate of incorporation 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 of incorporation 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable

ITEM 8.  EXHIBITS

         The following exhibits are filed with this Registration Statement:

<TABLE>
<CAPTION>
         EXHIBIT NUMBER             DESCRIPTION OF EXHIBIT
         --------------             ----------------------
<S>                     <C>
           4.1            Amended and Restated Certificate of Incorporation
                          (incorporated by reference to Exhibit 3.1 of the
                          registrant's Registration Statement on Form 10, as
                          amended, declared effective by the SEC on September
                          15, 2000, File No. 001-15951).


           4.2            Rights Agreement between the registrant and The Bank
                          of New York, as rights agent (incorporated by
                          reference to Exhibit 4.4 to the registrant's
                          Registration Statement on Form 10, as amended,
                          declared effective by the SEC on September 15, 2000
                          (No. 001-15951).

                                      -4-
<PAGE>

           5.1            Opinion of Eric M. Sherbet, Corporate Counsel, Law of
                          the registrant, as to the legality of the securities
                          to be issued.

          23.1            Consent of Eric M. Sherbet is included in the opinion
                          filed as Exhibit 5.1 hereto.

          23.2            Consent of PricewaterhouseCoopers LLP

          24.1            Powers of Attorney executed by directors
                          who signed this registration statement.
</TABLE>

ITEM 9.  UNDERTAKINGS

         (a)    The undersigned Registrant hereby undertakes:

         (1)    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 Securities Act of 1933;

                (ii)   To reflect in the prospectus any facts or events arising
                       after the effective date of the 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 the
                       registration statement. Notwithstanding the foregoing,
                       any increase or decrease in volume of securities offered
                       (if the total dollar value of securities offered would
                       not exceed that which was registered) and any deviation
                       from the low or high end of the estimated maximum
                       offering range may be reflected in the form of prospectus
                       filed with the Commission pursuant to Rule 424(b) if, in
                       the aggregate, the changes in volume and price represent
                       no more than a 20% change in the maximum aggregate
                       offering price set forth in the "Calculation of
                       Registration Fee" table in the effective registration
                       statement;

                (iii)  To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       Registration Statement or any material change to such
                       information in the 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)    That, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new Registration Statement relating to the
                securities offered therein, and the offering of such securities
                at that time shall be deemed to be the initial bona fide
                offering thereof; and

         (3)    To remove from registration by means of post-effective amendment
                any of the securities being registered which remain unsold at
                the termination of the offering.

                                      -5-
<PAGE>

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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 a Plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 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 Act and will
be governed by the final adjudication of such issues.

                                      -6-
<PAGE>
                                   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 Basking Ridge, New Jersey on February
14, 2001.

                                       AVAYA INC.

                                       By: /s/ CHARLES D. PEIFFER
                                           --------------------------
                                           Name:    Charles D. Peiffer
                                           Title:   Controller

         Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
      SIGNATURE                           TITLE                     DATE
      ---------                           -----                     ----
<S>                           <C>                           <C>
Principal Executive Officer:

*                               Vice Chairman, President     February 14, 2001
---------------------------     and Chief Executive Officer
Donald K. Peterson


Principal Financial  Officer:

 /s/ GARRY K. MCGUIRE SR.
---------------------------     Chief Financial Officer      February 14, 2001
Garry K. McGuire Sr.

Principal Accounting Officer:

 /s/ CHARLES D. PEIFFER
---------------------------     Controller                   February 14, 2001
Charles D. Peiffer

Directors:


---------------------------     Chairman of the
Patricia F. Russo               Board of Directors

 *                              Director                     February 14, 2001
---------------------------
Jeffrey A. Harris

 *                              Director                     February 14, 2001
---------------------------
Franklin A. Thomas

 *                              Director                     February 14, 2001
---------------------------
Henry B. Schacht

 *                              Director                     February 14, 2001
---------------------------
Daniel C. Stanzione
</TABLE>

---------------------
* by Charles D. Peiffer, Attorney-In-Fact

                                      -7-
<PAGE>
                                   SIGNATURES

The Avaya Inc. Variable Workforce Savings Plan (the "Savings Plan")

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the trustee (or other person who administer the Savings Plan) has duly caused
this Registration Statement or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in Basking Ridge, New Jersey on
February 14, 2001.

                                      AVAYA INC. VARIABLE WORKFORCE SAVINGS PLAN


                                      By: /s/  WILLIAM MOORHEAD
                                         --------------------------------------
                                         Name: William Moorhead
                                         Title:  Plan Administrator

                                       -8-
<PAGE>

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
         EXHIBIT NO.                NAME OF DOCUMENT
         -----------                ----------------
<S>                     <C>

            4.1           Amended and Restated Certificate of Incorporation
                          (incorporated by reference to Exhibit 3.1 of the
                          registrant's Registration Statement on Form 10, as
                          amended, declared effective by the SEC on September
                          15, 2000, File No. 001-15951).


            4.2           Rights Agreement between the registrant and The Bank
                          of New York, as rights agent (incorporated by
                          reference to Exhibit 4.4 to the registrant's
                          Registration Statement on Form 10, as amended,
                          declared effective by the SEC on September 15, 2000,
                          File No. 001-15951).


            5.1           Opinion of Eric M. Sherbet, Corporate Counsel of the
                          registrant, as to the legality of the securities to be
                          issued.


            23.1          Consent of Eric M. Sherbet is included in the opinion
                          filed as Exhibit 5.1 hereto.


            23.2          Consent of PricewaterhouseCoopers LLP.


            24.1          Powers of Attorney executed by directors
                          who signed this registration statement.
</TABLE>



                                       -9-
[{"type": "S-8", "sequence": "1", "filename": "a2037631zs-8.txt", "description": "S-8", "secsgml_size_bytes": 25077}]
{"company-data": {"conformed-name": "AVAYA INC", "cik": "0001116521", "assigned-sic": "3661", "irs-number": "223713430", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55614", "film-number": "1545425"}, "business-address": {"street1": "211 MOUNT AIRY RD", "city": "BASKING RIDGE", "state": "NJ", "zip": "07920", "phone": "9089536000"}, "mail-address": {"street1": "211 MOUNT AIRY ROAD", "city": "BASKING RIDGE", "state": "NJ", "zip": "07920"}, "former-company": {"former-conformed-name": "LUCENT EN CORP", "date-changed": "20000612"}}
As filed with the Securities and Exchange Commission on February 14, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   AVAYA INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

               DELAWARE                                   22-3713430
               --------                                   ----------
    (State or Other Jurisdiction of                    (I.R.S. Employer
     Incorporation or Organization)                   Identification No.)

         211 Mount Airy Road
         Basking Ridge, N.J.                                07920
         -------------------                                -----
(Address of Principal Executive Offices)                 (Zip Code)

                    Avaya Inc. 2000 Long Term Incentive Plan
          Avaya Inc. Long Term Incentive Plan for Management Employees
                    Avaya Inc. Broad-Based Stock Option Plan
       Avaya Inc. 2000 Stock Compensation Plan for Non-Employee Directors
                   Avaya Inc. Variable Workforce Savings Plan
            Optimay Corporation Stock Option Plan for Avaya Employees
     Livingston Enterprises, Inc. 1994 Stock Option Plan for Avaya Employees
         Prominet Corporation 1996 Stock Option Plan for Avaya Employees
         Mosaix, Inc. 1997 Nonofficer Stock Incentive Compensation Plan
                              for Avaya Employees
    Mosaix, Inc. 1996 Amended and Restated Stock Incentive Compensation Plan
                              for Avaya Employees

                            (Full title of the Plans)

                  Please send copies of all communications to:

                                PAMELA F. CRAVEN
                  Vice President, General Counsel and Secretary
                               211 Mount Airy Road
                            Basking Ridge, N.J. 07920
                                 (908) 953-6000
  (Name, address, telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of securities          Amount to be         Proposed maximum             Proposed maximum           Amount of
to be registered (1)        registered (2)   Offering price per share (3)   aggregate offering price   Registration fee
--------------------        --------------   ----------------------------   ------------------------   ----------------
Common Stock, par value      64,476,299                $15.36                  $ 990,355,953           $ 247,589
$0.01 per share
and related Preferred
Stock Purchase Rights (4)
(1)      In addition, pursuant to Rule 416 (b) and (c) under the Securities Act
         of 1933, as amended (the "Securities Act"), this Registration Statement
         also relates to such indeterminate number of (i) additional shares of
         Common Stock of the Registrant as may be issuable as a result of stock
         splits, stock dividends or similar transactions, as described in the
         Plans and (ii) interests to be offered or sold pursuant to the Avaya
         Inc. Variable Workforce Savings Plan.

(2)      Includes 25,000,000 shares issuable upon the exercise of stock options
         granted pursuant to the Avaya Inc. 2000 Long Term Incentive Plan;
         28,202,794 shares issuable upon the exercise of stock options granted
         pursuant to the Avaya Inc. Long Term Incentive Plan for Management
         Employees; 10,000,000 shares issuable upon the exercise of stock
         options granted pursuant to the Avaya Inc. Broad-Based Stock Option
         Plan; 1,000,000 shares issuable upon the exercise of stock options
         granted pursuant to the Avaya Inc. 2000 Stock Compensation Plan for
         Non-Employee Directors; 250,000 issuable under the Avaya Inc. Variable
         Workforce Savings Plan; 1,764 shares issuable upon the exercise of
         stock options granted pursuant to the Optimay Corporation Stock Option
         Plan for Avaya Employees; 10,527 shares issuable upon the exercise of
         stock options granted pursuant to the Livingston Enterprises, Inc. 1994
         Stock Option Plan for Avaya Employees; 2,047 shares issuable upon the
         exercise of stock options granted pursuant to the Prominet Corporation
         1996 Stock Option Plan for Avaya Employees; 3,552 shares issuable upon
         the exercise of stock options granted pursuant to the Mosaix, Inc.
         Nonofficer Stock Incentive Compensation Plan for Avaya Employees; and
         5,615 shares issuable upon the exercise of stock options granted
         pursuant to the Mosaix, Inc. 1996 Amended and Restated 1996 Stock
         Incentive Compensation Plan for Avaya Employees.

(3)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457 (c) and (h) of the Securities Act and based on the
         average of the high and low prices of the Common Stock of Avaya Inc. as
         reported on the New York Stock Exchange on February 9, 2001.

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

PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information concerning the Avaya Inc.
2000 Long Term Incentive Plan, the Avaya Inc. Long Term Incentive Plan for
Management Employees, the Avaya Inc. Broad-Based Stock Option Plan, the Avaya
Inc. 2000 Stock Compensation Plan for Non-Employee Directors, the Avaya Inc.
Variable Workforce Savings Plan, the Optimay Corporation Stock Option Plan for
Avaya Employees, the Livingston Enterprises, Inc. 1994 Stock Option Plan for
Avaya Employees, the Prominet Corporation 1996 Stock Option Plan for Avaya
Employees, the Mosaix, Inc. 1997 Nonofficer Stock Incentive Compensation Plan
for Avaya Employees, and the Mosaix, Inc. 1996 Amended and Restated Stock
Incentive Compensation Plan for Avaya Employees (the "Plans") required by Item 1
of Part 1 of Form S-8 and the statement of availability of Registration
Information, Plan Information and other information required by Item 2 of Part 1
of Form S-8 will be sent or given to participants as specified by Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"). In accordance
with Rule 428 and the requirements of Part 1 of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. The Registrant shall
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the registrant shall furnish to the Commission or its staff a copy
or copies of all of the documents included in such file.

                                      -2-
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been filed by Avaya Inc. (the "Company" or
"Avaya") with the Securities and Exchange Commission (the "SEC") and are
incorporated herein by reference (File No. 001-15951):

         (1)   The Company's Annual Report on Form 10-K for the fiscal year
               ended September 30, 2000.

         (2)   The Company's Quarterly Report on form 10-Q for the fiscal
               quarter ended December 31, 2000.

         (3)   The Company's Current Report on Form 8-K filed on January 8,
               2001.

         (4)   The "Description of Capital Stock" contained in the Company's
               Registration Statement on Form 10, as amended as of
               September 14, 2000, and any other amendments or reports filed
               for the purpose of updating such description.

All documents, filed subsequent to the date hereof by Avaya 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 Avaya 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
Avaya'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

ITEM 5.  INTEREST OF NAMED EXPERTS OF COUNSEL

         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Avaya's certificate of incorporation provides that each person who was
or is made a party or is threatened to be made a party to or is involved in any
action suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person, or person of whom such
person is the legal representative, is or was a director or officer of Avaya or
is or was serving at Avaya's request 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 the alleged action of such person in an official
capacity as a director, officer, employee or agent or in any
                                      -3-
other capacity while serving as a director, officer, employee or agent, will be
indemnified and held harmless by Avaya to the fullest extent authorized by the
Delaware General Corporation Law ("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 Avaya to provide broader indemnification rights than said law
permitted Avaya 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 Avaya pay
the expenses incurred in defending any such proceeding in advance of its final
disposition, subject to the provisions of the DGCL. Such rights are not
exclusive of any other right which any person may have or thereafter acquire
under any statute, provision of the certificate of incorporation, by-law,
agreement, vote of shareowners 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 Avaya
thereunder in respect of any occurrence or matter arising prior to any such
repeal or modification. Avaya's certificate of incorporation also specifically
authorizes us to maintain insurance and to grant similar indemnification rights
to Avaya's employees or agents.

         Avaya's certificate of incorporation provides that none of Avaya's
directors will be personally liable to Avaya or Avaya's shareowners for monetary
damages for breach of fiduciary duty as a director, except, if required by the
DGCL, as amended from time to time, for liability: (i) for any breach of the
director's duty of loyalty to us or our shareowners; (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 purchase 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 Avaya's certificate of incorporation 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 of incorporation 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable

ITEM 8.  EXHIBITS

         The following exhibits are filed with this Registration Statement:
EXHIBIT NUMBER             DESCRIPTION OF EXHIBIT
         --------------             ----------------------
4.1            Amended and Restated Certificate of Incorporation
                          (incorporated by reference to Exhibit 3.1 of the
                          registrant's Registration Statement on Form 10, as
                          amended, declared effective by the SEC on September
                          15, 2000, File No. 001-15951).

           4.2            Rights Agreement between the registrant and The Bank
                          of New York, as rights agent (incorporated by
                          reference to Exhibit 4.4 to the registrant's
                          Registration Statement on Form 10, as amended,
                          declared effective by the SEC on September 15, 2000
                          (No. 001-15951).

                                      -4-
5.1            Opinion of Eric M. Sherbet, Corporate Counsel, Law of
                          the registrant, as to the legality of the securities
                          to be issued.

          23.1            Consent of Eric M. Sherbet is included in the opinion
                          filed as Exhibit 5.1 hereto.

          23.2            Consent of PricewaterhouseCoopers LLP

          24.1            Powers of Attorney executed by directors
                          who signed this registration statement.
ITEM 9.  UNDERTAKINGS

         (a)    The undersigned Registrant hereby undertakes:

         (1)    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 Securities Act of 1933;

                (ii)   To reflect in the prospectus any facts or events arising
                       after the effective date of the 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 the
                       registration statement. Notwithstanding the foregoing,
                       any increase or decrease in volume of securities offered
                       (if the total dollar value of securities offered would
                       not exceed that which was registered) and any deviation
                       from the low or high end of the estimated maximum
                       offering range may be reflected in the form of prospectus
                       filed with the Commission pursuant to Rule 424(b) if, in
                       the aggregate, the changes in volume and price represent
                       no more than a 20% change in the maximum aggregate
                       offering price set forth in the "Calculation of
                       Registration Fee" table in the effective registration
                       statement;

                (iii)  To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       Registration Statement or any material change to such
                       information in the 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)    That, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new Registration Statement relating to the
                securities offered therein, and the offering of such securities
                at that time shall be deemed to be the initial bona fide
                offering thereof; and

         (3)    To remove from registration by means of post-effective amendment
                any of the securities being registered which remain unsold at
                the termination of the offering.

                                      -5-
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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 a Plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 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 Act and will
be governed by the final adjudication of such issues.

                                      -6-
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 Basking Ridge, New Jersey on February
14, 2001.

                                       AVAYA INC.

                                       By: /s/ CHARLES D. PEIFFER
                                           --------------------------
                                           Name:    Charles D. Peiffer
                                           Title:   Controller

         Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the date indicated.
SIGNATURE                           TITLE                     DATE
      ---------                           -----                     ----
Principal Executive Officer:

*                               Vice Chairman, President     February 14, 2001
---------------------------     and Chief Executive Officer
Donald K. Peterson

Principal Financial  Officer:

 /s/ GARRY K. MCGUIRE SR.
---------------------------     Chief Financial Officer      February 14, 2001
Garry K. McGuire Sr.

Principal Accounting Officer:

 /s/ CHARLES D. PEIFFER
---------------------------     Controller                   February 14, 2001
Charles D. Peiffer

Directors:

---------------------------     Chairman of the
Patricia F. Russo               Board of Directors

 *                              Director                     February 14, 2001
---------------------------
Jeffrey A. Harris

 *                              Director                     February 14, 2001
---------------------------
Franklin A. Thomas

 *                              Director                     February 14, 2001
---------------------------
Henry B. Schacht

 *                              Director                     February 14, 2001
---------------------------
Daniel C. Stanzione
---------------------
* by Charles D. Peiffer, Attorney-In-Fact

                                      -7-
SIGNATURES

The Avaya Inc. Variable Workforce Savings Plan (the "Savings Plan")

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the trustee (or other person who administer the Savings Plan) has duly caused
this Registration Statement or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in Basking Ridge, New Jersey on
February 14, 2001.

                                      AVAYA INC. VARIABLE WORKFORCE SAVINGS PLAN

                                      By: /s/  WILLIAM MOORHEAD
                                         --------------------------------------
                                         Name: William Moorhead
                                         Title:  Plan Administrator

                                       -8-
EXHIBIT INDEX
EXHIBIT NO.                NAME OF DOCUMENT
         -----------                ----------------
4.1           Amended and Restated Certificate of Incorporation
                          (incorporated by reference to Exhibit 3.1 of the
                          registrant's Registration Statement on Form 10, as
                          amended, declared effective by the SEC on September
                          15, 2000, File No. 001-15951).

            4.2           Rights Agreement between the registrant and The Bank
                          of New York, as rights agent (incorporated by
                          reference to Exhibit 4.4 to the registrant's
                          Registration Statement on Form 10, as amended,
                          declared effective by the SEC on September 15, 2000,
                          File No. 001-15951).

            5.1           Opinion of Eric M. Sherbet, Corporate Counsel of the
                          registrant, as to the legality of the securities to be
                          issued.

            23.1          Consent of Eric M. Sherbet is included in the opinion
                          filed as Exhibit 5.1 hereto.

            23.2          Consent of PricewaterhouseCoopers LLP.

            24.1          Powers of Attorney executed by directors
                          who signed this registration statement.
-9-