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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8 K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: September 6, 1996
LUCENT TECHNOLOGIES INC.
A Delaware Commission File IRS Employer
Corporation No. 001-11639 No. 22-3408857
600 Mountain Avenue, Murray Hill, New Jersey 07974
Telephone Number (908) 582-8500
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2 Lucent Technologies Inc.
Form 8 K
September 6, 1996
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 23C. Opinion and Consent of Davis Polk & Wardwell, Special Tax
Counsel to the Company
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3 Lucent Technologies Inc.
Form 8 K
September 6, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
LUCENT TECHNOLOGIES INC.
s/ Donald K. Peterson
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Executive Vice President and Chief
Financial Officer
September 6, 1996
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EXHIBIT INDEX
Exhibit
Number
23C Opinion and Consent of Davis Polk & Wardwell,
Special Tax Counsel to the Company
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EXHIBIT 23C
September 6, 1996
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
Re: Lucent Technologies Inc. - Shelf Registration
-- $2,000,000,000 Debt Securities
Dear Sirs:
We have acted as special tax counsel for Lucent Technologies Inc. (the
"Company") in connection with the registration of U.S. $2,000,000,000 of the
Company's Medium Term Notes, Series A. We hereby confirm the opinion (the
"Opinion") set forth under the caption "Taxation" in the prospectus supplement
dated September 6, 1996 (the "Prospectus Supplement") to the prospectus (the
"Prospectus") that is part of the Registration Statement on Form S-3 filed by
the Company with the Securities and Exchange Commission dated April 3, 1996.
Capitalized terms used herein but not defined have the same meanings as provided
in the Prospectus.
We hereby consent to the use of our name under the caption "Taxation"
in the Prospectus Supplement. The issuance of such a consent does not concede
that we are an "Expert" for the purposes of the Securities Act of 1933.
Very truly yours,
s/ Davis Polk & Wardwell
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