U.S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.   20549

                  NOTICE OF EXEMPT SOLICITATION

1.  Name of the Registrant:
    LUCENT TECHNOLOGIES INC.

2.  Name of person relying on exemption:
    LUCENT RETIREES ORGANIZATION

3.  Address of person relying on exemption:
    208 Richard Street  Cranford, NJ   07106

4.  Written materials.  Attach written materials required to
be submitted pursuant to Rule 14a-6(g)(1) [sec.
240.14a-6(g)(1)]

 (LRO logo)   LUCENT RETIREES ORGANIZATION  INC.
                   K.O. Raschke, President
   31 Pinetuck Lane, Winston-Salem, NC 27104   336-765-9765
                                              January 30, 2004
DEAR FELLOW LUCENT SHAREOWNER:

This letter, on behalf of the Lucent Retirees Organization, is
to urge you to VOTE FOR a very important shareholder
resolution, concerning shareholder approval of 'Golden
Parachute' and other senior executive severance agreements,
that appears on Lucent's proxy card for the February 18th
annual meeting.

PLEASE VOTE YOUR LUCENT PROXY FOR PROPOSAL NO. 5.  SUPPORT
PROXY NO. 5 TO ENSURE THAT SHAREHOLDERS PARTICIPATE IN THE
APPROVAL PROCESS OF GOLDEN PARACHUTE EXECUTIVE SEVERANCE
AGREEMENTS.

PROPOSAL No. 5 requests the Board of Directors to seek
shareholder approval for future 'Golden Parachute' severance
agreements exceeding 2.99 times an executive's base salary
plus bonus.

Lucent's senior executive officers are covered by lucrative
'Golden Parachute' provisions that we believe are
unjustifiably costly and contrary to long-term shareholder
interests.

Even if there is no change in control, CEO Patricia Russo is
entitled to a severance package worth at least $10 million if
she is terminated for any reason except 'cause' (defined as
unlawful or unethical behavior), death or disability.  If Ms.
Russo resigns "With Good Reason", or is terminated "Without
Cause", she is eligible for a $6 million lump sum payment (two
years salary plus target bonus), continued benefit coverage
and equity vesting for two years, a minimum annual pension
benefit of $740,000, plus the immediate vesting of 550,000
restricted shares and of options on an additional 1.2 million
shares.

Ms. Russo can choose to resign and receive even more generous
compensation (including "gross-up payments" to offset IRS
excise taxes on excessive parachute payments) if there is a
"Change in Control".  "Change in Control" is defined by
Lucent, in Alice-in-Wonderland fashion, to include situations
where another entity acquires as little as 20% of the
company's voting stock and never even makes a tender offer or
takes actual control.

Because it is not always practical to obtain prior shareholder
approval, PROPOSAL NO. 5 gives the company the option to seek
shareholder approval AFTER the material terms are agreed upon.
This avoids the need for any costly or disruptive delay that
would result if the Board of Directors needed to call a
special meeting of shareholders. Nevertheless, we believe that
shareholders should at least be given a chance to ratify such
agreements at the next regular annual meeting, thereby
providing valuable feedback to the Board.  Indeed, the
knowledge that shareholders will be scrutinizing, and voting
on, these agreements may encourage restraint and strengthen
the hand of the Board's compensation committee.

A nearly identical proposal received 59% of the vote at
Verizon last year, leading that company to implement the
policy.  I hope you will join us and VOTE YOUR SHARES YES ON
PROPOSAL #5.

                                       Sincerely,


                                       /s/ Ken Raschke


THE COST OF THIS LETTER IS BEING BORNE ENTIRELY BY THE LUCENT
RETIREES ORGANIZATION.  THIS IS NOT A SOLICITATION.  PLEASE DO
NOT SEND YOUR PROXY CARD TO THE LRO.  PERMISSION TO QUOTE
DOCUMENTS CITED IN THIS LETTER HAS NEITHER BEEN SOUGHT NOR
OBTAINED.