ALCATEL Exhibit 10.2








Exhibit 10.2




CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




We
  consent to the incorporation by reference of our report dated April 6, 2007
  relating to the consolidated financial statements of Alcatel Lucent and its
  subsidiaries, Alcatel Lucent management’s assessment of the effectiveness
  of internal control over financial reporting, and the effectiveness of internal
  control over financial reporting of Alcatel Lucent, included in the Annual Report
  on Form 20-F of Alcatel Lucent for the year ended December 31, 2006 into: 




(i)

Form S-8 Registration Statement (File No. 333-7830) for Alcatel Alstom Compagnie Generale d’Electricite, S.A. (now Alcatel), filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 23, 1997; 

(ii)

Post-Effective Amendment No. 1 on Form S-8 to Form F-4 Registration Statement (File No. 333-59985) for Alcatel Alstom Generale d’Electricite, S.A. (now Alcatel), filed with the SEC on September 8, 1998; 

(iii)

Form S-8 Registration Statement (File No. 333-9730), filed with the SEC on December 11, 1998; 

(iv)

Form S-8 Registration Statement (File No. 333-10192), filed with the SEC on April 1, 1999; 

(v)

Form S-8 Registration Statement (File No. 333-10326), filed with the SEC on May 7, 1999; 

(vi)

Form S-8 Registration Statement (File No. 333-10578), filed with the SEC on July 13, 1999; 

(vii)

Form S-8 Registration Statement (File No. 333-11092), filed with the SEC on November 4, 1999; 

(viii)

Form S-8 Registration Statement (File No. 333-11388), filed with the SEC on January 24, 2000; 

(ix)

Post-Effective Amendment No. 1 on Form S-8 to Form F-4 Registration Statement (File No. 333-93127), filed with the SEC on January 24, 2000; 

(x)

Form F-3 Registration Statement (File No. 333-11784), filed with the SEC on April 4, 2000; 

(xi)

Form S-8 Registration Statement (File No. 333-11986), filed with the SEC on May 19, 2000; 

(xii)

Form S-8 Registration Statement (File No. 333-11996), filed with the SEC on May 23, 2000; 

(xiii)

Form S-8 Registration Statement (File No. 333-12516), filed with the SEC on September 12, 2000; 

(xiv)

Form S-8 Registration Statement (File No. 333-12864), filed with the SEC on November 15, 2000; 

(xv)

Form S-8 Registration Statement (File No. 333-13410), filed with the SEC on April 27, 2001; 

(xvi)

Form S-8 Registration Statement (File No. 333-13554), filed with the SEC on May 24, 2001; 

(xvii)

Form F-3 Registration Statement (File No. 333-13966), filed with the SEC on September 28, 2001; 

(xviii)

Form F-3 Registration Statement (File No. 333-14004), filed with the SEC on October 12, 2001; 

(xix)

Form S-8 Registration Statement (File No. 333-14016), filed with the SEC on October 17, 2001; 

(xx)

Post-Effective Amendment No. 1 on Form S-8 to Form F-4 Registration Statement, as amended (File No. 333-82930), initially filed with the SEC on February 15, 2002; 

(xxi)

Form S-8 Registration Statement (File No. 333-89466), filed with the SEC on May 31, 2002; 

(xxii)

Form S-8 Registration Statement (File No. 333-98075), filed with the SEC on August 14, 2002; 

(xxiii)

Form S-8 Registration Statement (File No. 333-105009), filed with the SEC on May 5, 2003; 

(xxiv)

Form S-8 Registration Statement (File No. 333-107161), filed with the SEC on July 18, 2003; 

(xxv)

Form S-8 Registration Statement (File No. 333-107271), filed with the SEC on July 23, 2003; 

(xxvi)

Form S-8 Registration Statement (File No. 333-108755), filed with the SEC on September 12, 2003; 

(xxvii)

Form F-3 Registration Statement, as amended (File No. 333-119301), initially filed with the SEC on September 27, 2004; 

(xxviii)

Form S-8 Registration Statement (File No. 333-119746), filed with the SEC on October 14, 2004; 

(xxix)

Form
  S-8 Registration Statement (File No. 333-121813), filed with the SEC on January
  3, 2005; 


(xxx)

Form
  S-8 Registration Statement (File No. 333-129288), filed with the SEC on October
  28, 2005;

(xxxi)

Form
  S-8 Registration Statement (File No. 139009), filed with the SEC on November
  29, 2006; 

(xxxii)

Post-Effective Amendment No. 2 on Form S-8 to Form F-4 Registration Statement, as amended (File No. 333-133919), initially filed with the SEC on May 9, 2006. 

(xxxiii)

Form
  F-3 Registration Statement (File No. 333-139029), filed with the SEC on November
  30, 2006. 

(xxxiv)

Form
  F-3 Registration Statement (File No. 333-139030), filed with the SEC on November
  30, 2006. 







/s/ Ernst & Young et Autres

Represented by Jean-Yves Jégourel







Neuilly-sur-Seine, France

April
  6, 2007