Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RANKIN JEAN F
  2. Issuer Name and Ticker or Trading Symbol
AGERE SYSTEMS INC [AGR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP GC and Sec
(Last)
(First)
(Middle)
1110 AMERICAN PARKWAY NE
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2007
(Street)

ALLENTOWN, PA 18109
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/02/2007   D   5,748 (1) D $ 0 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit $ 1 (2) 04/02/2007   D     28,000 12/01/2010(4) 12/01/2010 Common Stock 28,000 $ 0 0 D  
Restricted Stock Unit $ 1 (2) 04/02/2007   D     25,000 12/01/2009(5) 12/01/2009 Common Stock 25,000 $ 0 0 D  
Restricted Stock Unit $ 1 (2) 04/02/2007   D     50,000 12/01/2007 12/01/2007 Common Stock 50,000 $ 0 0 D  
Stock Options (Right to buy) $ 13.315 04/02/2007   D     100,000 12/01/2006(7) 11/30/2012 Common Stock 100,000 $ 0 0 D  
Stock Options (Right to buy) $ 13.8 04/02/2007   D     60,000 12/01/2005(7) 11/30/2011 Common Stock 60,000 $ 0 0 D  
Stock Options (Right to buy) $ 15.8 04/02/2007   D     10,000 02/20/2004(7) 02/19/2010 Common Stock 10,000 $ 0 0 D  
Stock Options (Right to buy) $ 19.64 04/02/2007   D     56,000 12/01/2007(8) 11/30/2013 Common Stock 56,000 $ 0 0 D  
Stock Options (Right to buy) $ 35.45 04/02/2007   D     60,000 12/01/2004(7) 11/30/2010 Common Stock 60,000 $ 0 0 D  
Stock Options (Right to buy) $ 55.95 04/02/2007   D     8,547 08/01/2002(9) 07/31/2008 Common Stock 8,547 $ 0 28,000 D  
Stock Options (Right to buy) $ 55.95 04/02/2007   D     14,000 08/01/2002(9) 07/31/2008 Common Stock 14,000 $ 0 14,000 D  
Stock Options (Right to buy) $ 55.95 04/02/2007   D     14,000 08/01/2002(9) 07/31/2008 Common Stock 14,000 $ 0 0 D  
Stock Options (Right to buy) $ 60 04/02/2007   D     40,000 03/27/2002(9) 03/26/2008 Common Stock 40,000 $ 0 0 D  
Stock Options (Right to buy) $ 107.218 04/02/2007   D     11,214 06/01/2002(9) 12/25/2010 Common Stock 11,214 $ 0 0 D  
Stock Options (Right to buy) $ 107.218 04/02/2007   D     717 10/25/2002 10/24/2009 Common Stock 717 $ 0 0 D  
Stock Options (Right to buy) $ 107.218 04/02/2007   D     1,405 06/01/2002 10/04/2008 Common Stock 1,405 $ 0 0 D  
Stock Options (Right to buy) $ 122.366 04/02/2007   D     1,626 06/01/2002 06/30/2007 Common Stock 1,626 $ 0 0 D  
Stock Options (Right to buy) $ 125.401 04/02/2007   D     3,738 06/01/2002(9) 01/31/2011 Common Stock 3,738 $ 0 0 D  
Stock Options (Right to buy) $ 143.841 04/02/2007   D     3,313 06/01/2002 10/06/2007 Common Stock 3,313 $ 0 0 D  
Stock Options (Right to buy) $ 247.947 04/02/2007   D     30 06/01/2002 08/31/2008 Common Stock 30 $ 0 30 D  
Stock Options (Right to buy) $ 247.947 04/02/2007   D     30 06/01/2002 08/31/2008 Common Stock 30 $ 0 0 D  
Stock Options (Right to buy) $ 272.535 04/02/2007   D     2,710 06/01/2002 10/04/2008 Common Stock 2,710 $ 0 0 D  
Stock Options (Right to buy) $ 391.944 04/02/2007   D     11,295 06/01/2002(9) 05/31/2010 Common Stock 11,295 $ 0 0 D  
Stock Options (Right to buy) $ 515.607 04/02/2007   D     2,259 10/25/2002 10/24/2009 Common Stock 2,259 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RANKIN JEAN F
1110 AMERICAN PARKWAY NE
ALLENTOWN, PA 18109
      EVP GC and Sec  

Signatures

 Jonathan Gilbert, Attorney-in-Fact   04/04/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(9) All of this option is currently exercisable.
(6) Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., each option to purchase Agere stock was converted into an option to purchase LSI stock.
(7) 1/4 of this option became exercisable on the date shown; 1/48th of this option becomes exercisable monthly thereafter.
(4) These restricted stock units will vest on December 1, 2010, but only if the company meets an earnings per share growth test.
(3) Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., each Agere RSU award was converted into an LSI RSU award.
(8) 1/4 of this option becomes exercisable on the date shown; 1/48th of this option becomes exercisable monthly thereafter.
(2) Each restricted stock unit represents the right to receive one share of common stock if and when the restricted stock unit vests.
(1) Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., shares of Agere common stock were converted into shares of LSI common stock having a value of $10.44 per share at the effective time of the merger. The number of securities shown includes securities acquired in transactions exempt from and not required to be reported under Section 16.
(5) These restricted stock units vest on December 1, 2009, but only if total stockholder return for Agere exceeds the market capitalization weighted total stockholder return of a peer group.

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