LUCENT TECHNOLOGIES INC
SC 14D1/A, 1998-05-29
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549

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                        SCHEDULE 14D-1
                    Tender Offer Statement
 Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
                             and
                         SCHEDULE 13D
          under the Securities Exchange Act of 1934
                      (Amendment No. 3*)

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                     YURIE SYSTEMS, INC.
                  (Name of Subject Company)



                  REINDEER ACQUISITION, INC.
                   LUCENT TECHNOLOGIES INC.
                          (Bidders)

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            Common Stock, Par Value $.01 Per Share
                (Title of Class of Securities)

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                         98871Q 10 2
            (CUSIP Number of Class of Securities)

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                    Pamela F. Craven, Esq.
                 Reindeer Acquisition, Inc.
                c/o Lucent Technologies Inc.
                     600 Mountain Avenue
                Murray Hill, New Jersey 07974
                       (908) 582-8500
(Name, Address and Telephone Number of Persons Authorized to Receive 
      Notices and Communications on Behalf of Bidders)


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                          Copies to:
                Robert I. Townsend, III, Esq.
                   Cravath, Swaine & Moore
                       Worldwide Plaza
                      825 Eighth Avenue
                   New York, New York 10019
                        (212) 474-1000

*Constituting the final amendment to this Schedule 14D-1/Schedule 13D

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<PAGE>


          Lucent Technologies Inc. ("Parent") and Reindeer
Acquisition, Inc. (the "Purchaser") hereby amend and
supplement the Tender Offer Statement on Schedule 14D-1 and
Statement on Schedule 13D (the "Statement"), originally filed
on April 30, 1998, as amended by Amendment No. 1 filed on May
13, 1998 and Amendment No. 2 filed on May 19, 1998, with
respect to their offer to purchase all outstanding shares of
common stock, par value $.01 per share (the "Shares"), of
Yurie Systems, Inc., a Delaware corporation (the "Company"),
as set forth in this Amendment No. 3. Capitalized terms not
defined herein have the meanings assigned thereto in the
Statement.

          Item 6. Interest in Securities of the Subject
Company.

          On May 29, 1998, the Purchaser accepted for payment
a total of 28,598,028 Shares, representing approximately 100% 
of the outstanding Shares.

          Item 10. Additional Information.

          The Offer expired at 12:00 Midnight, New York
City time, on May 28, 1998.

          On May 29, 1998, Parent issued a press release, a
copy of which is attached hereto as Exhibit (a)(10) and is
incorporated herein by reference.

         Item 11.  Material to be filed as Exhibits.

         (a)(10)  Press Release, dated May 29, 1998.


<PAGE>


                          SIGNATURES

          After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated:   May 29, 1998


                                  REINDEER ACQUISITION, INC.,


                                  By: /s/ Pamela F. Craven
                                      --------------------
                                      Name:  Pamela F. Craven
                                      Title: Vice President and Secretary


                                  LUCENT TECHNOLOGIES INC.,


                                  By: /s/ Pamela F. Craven
                                      --------------------
                                      Name:  Pamela F. Craven
                                      Title: Vice President-Law


<PAGE>


                        EXHIBIT INDEX



Exhibit No.                               Exhibit

(a)(10)                                   Press Release, dated
                                          May 29, 1998




                                                    EXHIBIT (a)(10)


NEWS RELEASE                                        [LOGO]


Jeff Baum
908-582-7635 (office)
973-983-7086 (home)
[email protected]

LUCENT TECHNOLOGIES ACQUIRES YURIE SYSTEMS

FOR RELEASE:  FRIDAY, MAY 29, 1998

     MURRAY HILL, N.J. -- Lucent Technologies announced today
it has acquired Yurie Systems, Inc., a global leader in ATM
access technology and equipment for data, voice and video
networking. Lucent accepted tendered shares representing more
than 90 percent of Yurie's outstanding shares. Lucent's
tender offer for Yurie's shares expired on Thursday, May 28,
1998, at midnight Eastern time.

          Lucent said it plans today to effect a short form
merger, under which it will acquire 100 percent ownership of
Yurie.

          "We are extremely pleased to add Yurie Systems to
our growing data networking business," said Bill O'Shea,
president of Lucent's Data Networking Systems group. "The
Yurie management team is absolutely world class and we have
identified many areas where we can integrate their expertise
across our growing ATM portfolio."

          Jeong Kim, Yurie's chairman and chief executive
officer, is now president of Lucent's Carrier Networks within
the Data Networking Systems group.

          "Together the companies present a powerful
combination in the ATM arena," said Kim. "By combining our
products and technology with Lucent's unparalleled
relationships with service providers and its own growing
portfolio, we will more effectively meet customer demand for
new multi-service networks."

          Earlier this week, Lucent Technologies announced an
advanced portfolio of Internet Protocol (IP)-based data
network products for service providers, revolutionizing the
way data, voice and video are handled in public networks.

          Lucent Technologies designs, builds and delivers a
wide range of public and private phone networks,
communications systems and software, business telephone
systems and microelectronics components. Bell Labs is the
research and development arm for the company. More
information about Lucent Technologies, headquartered in
Murray Hill, NJ, is available on its Web site at
http://www.lucent.com.

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