UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form 8-K~~ __________________________________

~~CURRENT~~FORM ~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ 8-K

~~Date~~CURRENT ~~of Report (Date of earliest event reported): October 24, 2006~~ REPORT

~~Agere~~Pursuant ~~Systems~~to ~~Inc.~~ section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 26, 2007

AGERE SYSTEMS INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)

Delaware	1-16397	22-3746606
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification Number)

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)

1110 American Parkway NE

~~(610) 712-1000 (Registrant’s~~Allentown, ~~Telephone~~Pennsylvania, ~~Number)~~ 18109

(Address of principal executive offices)

(610) 712-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR ~~240.14d-2(b)).~~

~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR~~ 240.~~13e~~14d-42(cb)).

~~Item 1.01.~~o ~~Entry~~Pre-commencement ~~into~~communications apursuant ~~Material~~to ~~Definitive~~Rule ~~Agreement.~~ 13e-4(c) under the Exchange Act (17 CFR

~~On October 24, 2006, the Compensation Committee of our Board of Directors awarded bonuses for fiscal 2006 to members of our leadership team~~240. ~~The bonus amounts for the individuals we expect to list in the Summary Compensation Table in the proxy statement for our 2007 annual meeting are shown in the following table.~~ 13e-4(c))

	Fiscal 2006 Bonus
Name	($)
Richard L. Clemmer, President and Chief Executive Officer		425,000
Peter Kelly, Executive Vice President and Chief Financial Officer		120,000
Andrew Micallef, Executive Vice President, Global Operations		90,000
Jean F. Rankin, Executive Vice President, General Counsel and Secretary		96,000
Ruediger Stroh, Executive Vice President and General Manager, Storage Division		120,000
Denis P. Regimbal, Executive Vice President and General Manager, Mobility Division		110,000
Samir Samhouri, Executive Vice President and General Manager, Networking Division		120,000

__________________________________

~~Each~~ITEM ~~of these individuals will receive their bonus on December 1, 2006~~8. ~~The amount of Mr~~01. ~~Clemmer’s~~ ~~bonus~~OTHER ~~was provided for in his employment agreement~~EVENTS. The amounts of the other bonuses reflect the company’s level of achievement of revenue and non-GAAP operating margin targets for fiscal 2006 and in some cases were adjusted to take into account individual performance.

~~The~~Attached ~~Compensation~~as ~~Committee~~Exhibit ~~also~~99.1 ~~raised~~to Mrthis report is a news release issued by Agere Systems Inc. ~~Samhouri’s~~ ~~base~~on ~~salary~~March ~~from~~26, ~~$250~~2007,~~000~~ ~~per~~concerning ~~year~~its ~~to $300,000~~financial ~~per~~performance ~~year,~~for ~~effective~~the ~~November 1~~quarter ending March 31, ~~2006~~2007.

~~SIGNATURES~~ ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

~~Pursuant~~(d) ~~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~~Exhibits.

SIGNATURE

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 thereunto duly authorized.

	AGERE SYSTEMS INC.


Date: March 26, 2007	By:	/s/ Peter Kelly
		Name:	Peter Kelly
		Title:	Executive Vice President and Chief
			Financial Officer

EXHIBIT INDEX

Exhibit

Number

Description

99.1

News release issued by Agere Systems Inc. on March 26, 2007

AGERE SYSTEMS INC.

Exhibit Number

Description

Date: October 30, 2006

/s/ Peter Kelly

News release issued by Agere Systems Inc. on March 26, 2007

Peter Kelly

Executive Vice President and Chief Financial Officer

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