FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   Regimbal Denis P 2. Date of Event Requiring Statement (Month/Day/Year) 10/20/2005 3. Issuer Name and Ticker or Trading Symbol AGERE SYSTEMS INC [AGR] (Last) (First) (Middle) 1110 AMERICAN PARKWAY NE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP-GM, Telecom 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) ALLENTOWN, PA 18109 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 3,194 D   Common Stock 1,541 I by 401(k) plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to buy)	11/01/2003(1)	10/31/2009	Common Stock	27,500	$ 9.95	D	Â
Stock Options (Right to buy)	08/02/2005(2)	08/01/2011	Common Stock	10,000	$ 12	D	Â
Stock Options (Right to buy)	12/01/2005(3)	11/30/2011	Common Stock	60,000	$ 13.8	D	Â
Stock Options (Right to buy)	12/01/2004(4)	11/30/2010	Common Stock	22,500	$ 35.45	D	Â
Stock Options (Right to buy)	09/04/2002(5)	09/03/2008	Common Stock	8,500	$ 51.45	D	Â
Stock Options (Right to buy)	08/01/2002(6)	07/31/2008	Common Stock	2,975	$ 55.95	D	Â
Stock Options (Right to buy)	08/01/2002(6)	07/31/2008	Common Stock	2,975	$ 55.95	D	Â
Stock Options (Right to buy)	08/01/2002(6)	07/31/2008	Common Stock	1,806	$ 55.95	D	Â
Stock Options (Right to buy)	03/27/2002(7)	03/26/2008	Common Stock	8,500	$ 60	D	Â
Stock Options (Right to buy)	10/19/2005(8)	09/30/2006	Common Stock	60	$ 73.969	D	Â
Stock Options (Right to buy)	10/19/2005(8)	09/01/2007	Common Stock	1,807	$ 131.547	D	Â
Stock Options (Right to buy)	10/19/2005(8)	09/30/2008	Common Stock	752	$ 219.936	D	Â
Stock Options (Right to buy)	10/19/2005(8)	08/31/2008	Common Stock	30	$ 247.947	D	Â
Stock Options (Right to buy)	10/19/2005(8)	08/31/2008	Common Stock	30	$ 247.947	D	Â
Stock Options (Right to buy)	10/19/2005(8)	04/30/2008	Common Stock	903	$ 251.164	D	Â
Stock Options (Right to buy)	10/19/2005(8)	02/15/2010	Common Stock	752	$ 350.031	D	Â
Stock Options (Right to buy)	10/19/2005(8)	05/02/2009	Common Stock	301	$ 391.944	D	Â
Stock Options (Right to buy)	10/19/2005(8)	05/31/2010	Common Stock	602	$ 391.944	D	Â
Stock Options (Right to buy)	10/19/2005(8)	09/30/2009	Common Stock	301	$ 420.369	D	Â
Stock Options (Right to buy)	10/19/2005(8)	04/30/2010	Common Stock	602	$ 420.577	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Regimbal Denis P 1110 AMERICAN PARKWAY NE ALLENTOWN, PA 18109	Â	Â	  EVP-GM, Telecom	Â

Signatures

Denis P. Regimbal		10/31/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	1/4 of this option vests on November 1, 2003; 1/48th of this option vests monthly for the remaining three years of the vesting period.
(2)	1/4 of this option vests on August 2, 2005; 1/48th of this option vests monthly for the remaining three years of the vesting period.
(3)	1/4 of this option vests on December 1, 2005; 1/48th of this option vests monthly for the remaining three years of the vesting period.
(4)	1/4 of this option vests on December 1, 2004; 1/48th of this option vests monthly for the remaining three years of the vesting period.
(5)	1/4 of this option vests on September 4, 2002; 1/48th of this option vests monthly for the remaining three years of the vesting period.
(6)	1/4 of this option vests on August 1, 2002; 1/48th of this option vests monthly for the remaining three years of the vesting period.
(7)	1/4 of this option vests on March 27, 2002; 1/48th of this option vests monthly for the remaining three years of the vesting period.
(8)	This option was fully vested as of this date.

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