<PAGE>


As filed with the Securities and Exchange Commission on February 20, 2001.
                                                       Registration No. 333-

                       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 Identification No.)
  incorporation or organization)

                                   Avaya Inc.
                               211 Mount Airy Road
                         Basking Ridge, New Jersey 07920
                                 (908) 953-6000
               (Address, including ZIP code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

       VPNet Technologies, Inc. 1996 Stock Option Plan for Avaya Employees
                              (Full title of plan)

                   Please send copies of all communications to:
                                Pamela F. Craven
                  Vice President, General Counsel and Secretary
                               211 Mount Airy Road
                         Basking Ridge, New Jersey 07920
                                 (908) 953-6000
       (Name, Address including ZIP Code, and telephone number, including
                        area code, of agent for service)

 ===============================================================================
                         CALCULATION OF REGISTRATION FEE
 ===============================================================================
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                        Amount to         Proposed Maximum        Proposed Maximum
Title of Securities                        be              Offering Price        Aggregate Offering         Amount of
to be Registered                      Registered(2)         Per Share(3)                Price           Registration Fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                 <C>                    <C>                     <C>
Common Stock, par value $0.01 per       2,267,674              $5.033              $11,413,203.24           $2,853.30
share, and related Preferred Stock
Purchase Rights(1)
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)      No separate consideration will be received for the Rights, which
         initially will trade together with the Common Stock.

(2)      Under the plan listed above, Shares may be purchased upon exercise of
         options at an average exercise price of $5.033 per share.

(3)      Pursuant to Rule 457(h) of the Securities Act, represents the aggregate
         exercise price of all options under the plan.

                                       1

<PAGE>

               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 Company's Current Report on Form 8-K filed on
               February 20, 2001.

          (5)  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 AND COUNSEL


                                       2

<PAGE>

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
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


                                       3

<PAGE>

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,
                       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 (incorporated by reference
                       to Exhibit 24.1 of the registrant's Registration
                       Statement on Form S-8, filed February 14, 2001,
                       File No. 333-55614).
</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


                                       4

<PAGE>

                      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.

          (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


                                       5

<PAGE>

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 20, 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 20, 2001
  *                                        and Chief Executive Officer
------------------------------
Donald K. Peterson

Principal Financial Officer:

/s/ GARRY K. MCGUIRE SR.                   Chief Financial Officer              February 20, 2001
------------------------------
Garry K. McGuire Sr.

Principal Accounting Officer:

/s/ CHARLES D. PEIFFER                     Controller                           February 20, 2001
------------------------------
Charles D. Peiffer

Directors:

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


  *                                        Director                             February 20, 2001
------------------------------
Jeffrey A. Harris



<PAGE>

  *                                        Director                             February 20, 2001
------------------------------
Franklin A. Thomas


  *                                        Director                             February 20, 2001
------------------------------
Henry B. Schacht


  *                                        Director                             February 20, 2001
------------------------------
Daniel C. Stanzione

* by Charles D. Peiffer, Attorney-In-Fact
</TABLE>



<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(incorporated by reference
                       to Exhibit 24.1 of the registrant's Registration
                       Statement on Form S-8, filed February 14, 2001,
                       File No. 333-55614).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2039517zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20954}]
{"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": "333-55946", "film-number": "1550715"}, "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 20, 2001.
                                                       Registration No. 333-

                       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 Identification No.)
  incorporation or organization)

                                   Avaya Inc.
                               211 Mount Airy Road
                         Basking Ridge, New Jersey 07920
                                 (908) 953-6000
               (Address, including ZIP code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

       VPNet Technologies, Inc. 1996 Stock Option Plan for Avaya Employees
                              (Full title of plan)

                   Please send copies of all communications to:
                                Pamela F. Craven
                  Vice President, General Counsel and Secretary
                               211 Mount Airy Road
                         Basking Ridge, New Jersey 07920
                                 (908) 953-6000
       (Name, Address including ZIP Code, and telephone number, including
                        area code, of agent for service)

 ===============================================================================
                         CALCULATION OF REGISTRATION FEE
 ===============================================================================
--------------------------------------------------------------------------------------------------------------------------
                                        Amount to         Proposed Maximum        Proposed Maximum
Title of Securities                        be              Offering Price        Aggregate Offering         Amount of
to be Registered                      Registered(2)         Per Share(3)                Price           Registration Fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per       2,267,674              $5.033              $11,413,203.24           $2,853.30
share, and related Preferred Stock
Purchase Rights(1)
--------------------------------------------------------------------------------------------------------------------------
(1)      No separate consideration will be received for the Rights, which
         initially will trade together with the Common Stock.

(2)      Under the plan listed above, Shares may be purchased upon exercise of
         options at an average exercise price of $5.033 per share.

(3)      Pursuant to Rule 457(h) of the Securities Act, represents the aggregate
         exercise price of all options under the plan.

                                       1
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 Company's Current Report on Form 8-K filed on
               February 20, 2001.

          (5)  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 AND COUNSEL

                                       2
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
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

                                       3
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,
                       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 (incorporated by reference
                       to Exhibit 24.1 of the registrant's Registration
                       Statement on Form S-8, filed February 14, 2001,
                       File No. 333-55614).
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

                                       4
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.

          (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

                                       5
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 20, 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 20, 2001
  *                                        and Chief Executive Officer
------------------------------
Donald K. Peterson

Principal Financial Officer:

/s/ GARRY K. MCGUIRE SR.                   Chief Financial Officer              February 20, 2001
------------------------------
Garry K. McGuire Sr.

Principal Accounting Officer:

/s/ CHARLES D. PEIFFER                     Controller                           February 20, 2001
------------------------------
Charles D. Peiffer

Directors:

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

  *                                        Director                             February 20, 2001
------------------------------
Jeffrey A. Harris
*                                        Director                             February 20, 2001
------------------------------
Franklin A. Thomas

  *                                        Director                             February 20, 2001
------------------------------
Henry B. Schacht

  *                                        Director                             February 20, 2001
------------------------------
Daniel C. Stanzione

* by Charles D. Peiffer, Attorney-In-Fact
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(incorporated by reference
                       to Exhibit 24.1 of the registrant's Registration
                       Statement on Form S-8, filed February 14, 2001,
                       File No. 333-55614).