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                                  Exhibit 3(i)

                            CERTIFICATE OF AMENDMENT
                                       of
                      RESTATED CERTIFICATE OF INCORPORATION
                                       of
                            LUCENT TECHNOLOGIES INC.

1. The name of the corporation (the "Corporation") is Lucent Technologies Inc.

2. The Restated Certificate of Incorporation of the Corporation, filed with the
Secretary of State of the State of Delaware on April 1, 1996, is hereby amended
by

     (i)  deleting Section 1 of Article VII thereof in its entirety and by
          substituting in lieu thereof, the following:

          Except as otherwise fixed by or pursuant to the provisions of Article
          IV hereof relating to the rights of the holders of any class or series
          of stock having a preference over the Common Stock as to dividends or
          upon liquidation to elect additional directors under specified
          circumstances, the number of the Directors of the Corporation shall be
          fixed from time to time exclusively pursuant to a resolution adopted
          by a majority of the Whole Board (but shall not be less than three).
          Subject to the provisions of this Section 1 set forth below, the
          Directors, other than those who may be elected by the holders of any
          class or series of stock having a preference over the Common Stock as
          to dividends or upon liquidation, shall be classified, with respect to
          the time for which they severally hold office, into three classes, as
          nearly equal in number as possible, one class to be originally elected
          for a term expiring at the annual meeting of stockholders to be held
          in 1997, another class to be originally elected for a term expiring at
          the annual meeting of stockholders to be held in 1998, and another
          class to be originally elected for a term expiring at the annual
          meeting of stockholders to be held in 1999, with each class to hold
          office until its successor is duly elected and qualified. At each
          succeeding annual meeting of stockholders until the annual meeting of
          stockholders to be held in 2005, Directors elected to succeed those
          directors whose terms then expire shall be elected for a term of
          office to expire at the third succeeding annual meeting of
          stockholders after their election, with each director to hold office
          until such person's successor shall have been duly elected and
          qualified. The terms of office of all Directors who are in office
          immediately prior to the closing of the polls for the election of
          Directors at the 2005 annual meeting of stockholders of the
          Corporation shall expire at such time. At each annual meeting of
          stockholders beginning with the 2005 annual meeting of stockholders of
          the Corporation, the Directors shall not be classified, and the
          Directors, other than those who may be elected by the holders of any
          class or series of stock having a preference over the Common Stock as
          to dividends or upon liquidation, shall be elected by the holders of
          Voting Stock and shall hold office until the next annual meeting of
          stockholders and until their



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          respective successors shall have been duly elected and qualified,
          subject, however, to prior death, resignation, retirement,
          disqualification or removal from office.

     (ii) deleting Section 4 of Article VII thereof in its entirety and by
          substituting in lieu thereof, the following:

          Subject to the rights of any class or series of stock having a
          preference over the Common Stock as to dividends or upon liquidation
          to elect Directors under specified circumstances, any Director in
          office prior to the election of Directors at the 2005 annual meeting
          of stockholders of the Corporation may be removed from office only for
          cause by the affirmative vote of the holders of at least a majority of
          the voting power of all Voting Stock then outstanding, voting together
          as a single class. From and after the election of Directors at the
          2005 annual meeting of stockholders of the Corporation and subject to
          the rights of any class or series of stock having a preference over
          the Common Stock as to dividends or upon liquidation to elect
          Directors under specified circumstances, Directors may be removed from
          office, with or without cause, by the affirmative vote of the holders
          of at least a majority of the voting power of all Voting Stock then
          outstanding, voting together as a single class.

3. This Amendment to the Restated Certificate of Incorporation of the
Corporation set forth above has been duly adopted in accordance with Section 242
General Corporation Law of the State of Delaware.

This Certificate has been duly executed by the undersigned on behalf of the
Corporation on February 26, 2004.


                                        /s/ Margaret G. Gelsi
                                        ----------------------------------------
                                        Margaret G. Gelsi
                                        Assistant Secretary


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