Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):
                                 August 14, 2002

                               Agere Systems Inc.
             (Exact name of registrant as specified in its charter)

                 (State or other jurisdiction of incorporation)

                1-16397                                   22-3746606
       (Commission File Number)                (IRS Employer Identification No.)

       1110 American Parkway NE                              18109
        Allentown, Pennsylvania                           (Zip Code)
(Address of principal executive offices)

                                 (610) 712-6011
                         (Registrant's Telephone Number)

Item 5. Other Events.

      Agere Systems Inc. ("Agere") announced today that it will exit its
optoelectronics business, which represented about 10 percent of the company's
total revenues in the June quarter of fiscal 2002. Agere is seeking a buyer for
all or parts of this business, but will discontinue optoelectronics operations
no later than June 30, 2003.

The company will discontinue or sell operations in its facilities in Dallas,
Texas, Alhambra and Irwindale, Calif.; and Matamoros, Mexico. As a result of
this exit and the previously announced sale of the analog line card business,
the company will not move manufacturing operations from its Reading and
Breinigsville Pa., facilities to the Allentown, Pa. facility as previously
planned. The company will also move its remaining IC wafer fabrication in
Allentown to Orlando, Florida enabling it to consolidate all of its U.S.
manufacturing operations in one facility.

Item 9. Regulation FD Disclosure.

Number      Description

99.1        Press release released August 14,2002
99.2        Webcast slide presentation


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    AGERE SYSTEMS INC.

Date: August 14, 2002               By:   /s/ Mark T. Greenquist
                                    Name:  Mark T. Greenquist
                                    Title: Executive Vice President and
                                           Chief Financial Officer