Date:    11/21/97  1:49 PM

Subject: RE: File No. S7-26-97 / Lucent Technologies
     
Pamela F. Craven
Vice President - Law
     
     
November 12, 1997
     
     
Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
     
Re:  File No. S7-26-97
     
Dear Mr. Katz:
     
We appreciate the opportunity to provide comments in connection with the 
Commission's study of two bills proposed in the House of Representatives, H. R. 
944 and H. R. 945.  Both bills would amend the Securities Exchange Act of 1934 
("Exchange Act") with respect to charitable contributions by corporations.
     
As a major corporation with 3.5 million shareowners and an active program of 
charitable giving, we believe we can provide valuable input to the Commission in
preparing its response to the House Committee on the feasibility of the two 
proposals.
     
Based on our experience there is very little shareowner interest in the subject 
of the two proposals and, consequently, it is difficult to ascertain any benefit
of the proposals for either the company or its shareowners.  Our review 
discussed below, on the other hand, shows that the two proposals would be 
expensive and burdensome and, in the case of H. R. 945, would not be feasible to
implement, even if there were significant shareowner interest. 
     
H.R. 944 would require public companies to disclose on an annual basis the 
charities to which they contribute and amounts contributed through disclosure 
documents sent to shareowners with proxy solicitation materials.  Many companies
 like Lucent, who have charitable foundations or regular charitable giving
programs, already make such information available in the form of an annual 
report.  The experience from our former parent, AT&T Corp., is that very few 
shareowners are interested in the report.  Every year, from among over 3 million
shareowners, only a few hundred charitable reports were requested.  Based on 
Lucent's brief experience as an independent company, the number of requests for 
this type of information from all sources has been negligible, and none have 
been received specifically from shareowners.
     
     
     
Even more important than the low shareowner interest is the high cost to send 
the charitable report to shareowners.  The Lucent Foundation's first report is 
expected to be similar in size to our Annual Report to shareowners and a 
conservative estimate would indicate a production cost of about $2.50 per copy, 
including envelopes, as well as the fees of transfer agents, banks and brokers 
for handling and distribution.  In addition, assuming first class postage of 
$2.50 per package, if the report is mailed separately, the postage alone for 
mailing the report to shareowners would amount to almost $9 million.  Even 
including the charitable report with our mailing of the Proxy Statement and 
Annual Report to Shareowners at a third class bulk rate would cost approximately
$4 million.  In sum, total costs for the report would be expected to range from 
$13 million to $18 million, an amount which approaches Lucent's current level of
charitable giving.
     
H.R. 945 would require a company to let shareowners decide which charities 
should receive contributions from the company and the amount of the 
contributions based on the percentage of shares owned.   From a practical 
viewpoint, proxy cards are limited in size due to mechanization of reading the 
cards.  Having write-in choices could not be collated in any reasonable fashion.
 The proxy statement does not have space to list all possible charities (there
would be thousands of possible candidates for funding) nor do we think we could 
find all charities that every shareowner would consider.  Even if one could 
resolve how to collect each individual's proportional share ownership vote, it 
would be enormously expensive to administer.  In short, we do not know of any 
manner in which to implement such a program. 
     
Finally, the proposals would represent a departure from the long-standing 
dichotomy of the regulation of securities markets and the requirement of 
disclosures to insure fair, equal and efficient trading and informed shareowner 
voting which is governed under the Exchange Act, and the everyday operation of 
the business which is governed under the direction of the Board of Directors. 
The proposals, in contrast, would involve the shareowners in the micromanagement
of everyday business affairs.
     
We are happy to share our views and information with the Commission on these 
proposals.  Please let me know if you have any questions or if we can provide 
further information.
     
                                        Very truly yours,
     
                                        Pamela F. Craven
     
                                        Pamela F. Craven
                                        Vice President - Law