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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 14d-10

November 17, 2015

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance


Nokia Corporation
Incoming letter dated November 17, 2015

Via Facsimile & U.S. Mail

Brian V. Breheny
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005-2111

Re: Nokia Corporation's exchange offer for all outstanding ordinary shares and American Depositary Receipts of Alcatel Lucent S.A.

Dear Mr. Breheny:

We are responding to your letter dated November 17, 2015, addressed to Michele M. Anderson and Christina E. Chalk, as supplemented by telephone conversations with us, in regard to Nokia Corporation's exemption request. To avoid having to recite or summarize the facts set forth in your November 17, 2015 letter, we include a copy of your letter with this response. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your November 17, 2015 letter.

On the basis of the representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants an exemption from Rule 14d-10(a)(1) under the Securities Exchange Act of 1934. This exemption permits Nokia to exclude from the Exchange Offer two Cuban nationals who hold Alcatel Lucent ADSs valued at slightly more than $100. We note in granting this relief that the Cuban Assets Control Regulations ("CACR") implemented by the United States Treasury's Office of Foreign Asset Control ("OFAC") prohibits Nokia from acquiring or otherwise dealing with any security registered in the name of a blocked Cuban national including the Blocked Individuals. We further note that Nokia has sought a license from OFAC in order to include the Blocked Individuals in the Exchange Offer but has been advised that such license is highly unlikely to be granted in time to permit them to be included in the Exchange Offer. Finally, we note your representation that if the license is timely granted by OFAC, the Blocked Individuals will be permitted to participate in the Exchange Offer.

The foregoing exemption is based solely on the representations and the facts presented in your letter, as supplemented by telephone conversations with the Commission staff. This relief is strictly limited to the application of the rules listed above to the Exchange Offer. Nokia should discontinue the Exchange Offer pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in the Exchange Offer. The Division of Corporation Finance expresses no view with respect to any other questions that the Exchange Offer may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the Exchange Offer.


For the Commission,
By the Division of Corporation Finance
pursuant to delegated authority,

Michele Anderson
Associate Director, Legal
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 12/14/2015