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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1. Name and Address of Reporting Person * CLEMMER RICHARD L   2. Issuer Name and Ticker or Trading Symbol AGERE SYSTEMS INC [AGR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 1110 AMERICAN PARKWAY NE 3. Date of Earliest Transaction (Month/Day/Year) 10/30/2006 (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 10/30/2006(1)   M   25,000 A $ 16.28 26,027 D   Common Stock 10/30/2006(1)   F   7,380 D $ 16.28 18,647 D   Common Stock               472 (2) I 401(k) plan

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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 (3)

10/30/2006(1)

M

25,000

10/30/2006(4)

10/30/2009

Common Stock

25,000

$ 0

225,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CLEMMER RICHARD L 1110 AMERICAN PARKWAY NE ALLENTOWN, PA 18109	X		President and CEO

Signatures

Richard L Clemmer		10/31/2006
**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).
(4)	25,000 of these restricted stock units vest on October 30 in each of 2006, 2007, 2008 and 2009. 150,000 additional restricted stock units vest on October 30, 2009, but only if total stockholder return for Agere exceeds the market capitalization weighted total stockholder return of a peer group.
(2)	Includes securities acquired in transactions exempt from and not required to be reported under Section 16.
(1)	These transactions represent the vesting of a restricted stock unit award and the withholding by Agere of shares to pay taxes. The timing of these transactions was determined by the terms of my restricted stock unit award and was not within my control.
(3)	Each restricted stock unit represents the right to receive one share of common stock if and when the restricted stock unit vests.

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