<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion in the registration statement on Form S-1 of Agere
Systems Inc. of our report dated May 26, 1999, except Note 12 which is as of
June 2, 1999, with respect to the consolidated balance sheets of Ortel
Corporation and subsidiaries as of April 30, 1999 and 1998, and the related
consolidated statements of operations, stockholders' equity and comprehensive
income (loss) and cash flows for each of the years in the three-year period
ended April 30, 1999 and to the reference to our firm under the heading
"Experts" in the prospectus.
/s/ KPMG LLP
Los Angeles, California
December 8, 2000