Alcatel 2000 Share Purchase And Option Plan For Employees Of U.S. Subsidiaries §5.I(b) 10/24/2000

§5.I(b) available for the offer and issuance by Alcatel S. A., a French company (“Alcatel”), of American Depositary Shares representing shares of Alcatel under Alcatel’s 2000 Share Purchase and Option Plan for Employees of U. S. Subsidiaries (the “Plan”). The lead U.S. subsidiary of Alcatel, Alcatel USA, Inc. (“Alcatel USA”), is implementing and administering the Plan for employees of participating U.S. subsidiaries of Alcatel. No commission or other remuneration will be paid for the solicitation of employees to participate in the Plan. The staff also noted that none of Alcatel, Alcatel USA and the other U.S. subsidiaries of Alcatel, and their respective directors or employees administering the Plan must be registered as dealers or agents because of their activities in connection with the Plan.