<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 of our
report dated December 8, 2000, relating to the combined financial statements and
financial statement schedule of Agere Systems Inc., which appear in such
Registration Statement. We also consent to the references to us under the
headings "Experts" in such Registration Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
--------------------------------------
Florham Park, New Jersey
December 8, 2000
