EXHIBIT
10(iii)(A) 6

FIRST
AMENDMENT TO THELUCENT TECHNOLOGIES INC. 2004 EQUITY COMPENSATION PLANFOR
NON-EMPLOYEE DIRECTORS

WHEREAS,
Section 11 of the Lucent Technologies Inc. 2004 Equity  Compensation Plan for
Non-Employee Directors (the Non-Employee  Director Plan) provides that the
Board of Directors of Lucent  Technologies Inc. (the Board) may amend the
Non-Employee Director  Plan from time to time;

WHEREAS,
pursuant to the recommendation of the Leadership Development  and Compensation Committee
of the Board, the Board approved on July 16,  2004 (the Approval) that the
Non-Employee Director Plan be amended as  set forth hereunder (the Amendment);
and

WHEREAS,
pursuant to the Approval, the Board authorized the Secretary  of the Company to execute
the Amendment to the Non-Employee Director  Plan.

NOW, THEREFORE,
IT IS RESOLVED that the Non-Employee Director Plan is  amended as follows:

1. Section
3(h)(iii) of the Non-Employee Director Plan, Definitions  Change in Control,
is amended by deleting the first clause through and  including the first semicolon, which
text is provided below under the  caption Original Clause and replacing such
clause with the text  provided below under the caption As amended in this First
Amendment:

Original
Clause

| | (iii)
The approval by the shareowners of the  Company of a merger, reorganization or
consolidation  or sale or other disposition of all or substantially  all of the assets of
the Company (each, a Corporate  Transaction) or, if consummation of such
Corporate  Transaction is subject, at the time of such approval  by shareowners, to the
consent of any government or  governmental agency, the obtaining of such consent  (either
explicitly or implicitly by consummation);  .  . . 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As amended in
this First Amendment

| | (iii)
The consummation of a merger,  reorganization or consolidation or sale or other
disposition of all or substantially all of the assets  of the Company (each, a Corporate
Transaction);  . .  .
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Capitalized
terms used but not otherwise defined herein shall have the  meanings assigned to such
terms in the Non-Employee Director Plan.

Except as
modified herein, the Non-Employee Director Plan shall  continue in full force and effect
in accordance with its terms.

|Signature: | /s/ William R. Carapezzi, Jr.                                                | 
|---------- | ---------------------------------------------------------------------------- | 
|           | William R. Carapezzi, Jr.Senior Vice President,General Counsel and Secretary | 

Dated:  As of
July 16, 2004.