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RESPONSE LETTER

54, rue la Boétie

75411 Paris Cedex 08

France

Tél.: +33(0) 1 40 76 10 10

Fax: +33(0) 1 40 76 14 00

VIA
EDGAR AND OVERNIGHT COURIER

Cecilia D. Blye

Chief, Office of Global Security Risk

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-5546

November 18, 2005

    Re:

    Alcatel

    Form 20-F for the Fiscal Year Ended December 31, 2004

    Filed March 31, 2005

    File No. 001-11130

Dear Ms. Blye:

Reference is made to the comments of the Office of Global Security Risk of the Securities and
Exchange Commission with respect to the above referenced annual report on Form 20-F of Alcatel, a
French société anonyme, for the fiscal year ended December 31, 2004 that was filed on March 31,
2005, in your letter dated September 29, 2005.

I am writing to respond to the comments of your office and to provide the supplemental information
that you have requested.

For your convenience, your comments are set forth in this letter, followed by our responses and the
requested supplemental information.

General

    1.

    With a view to disclosure, please describe for us all previous, current and anticipated
operations in, and ties to, Syria, Libya, Iran and Sudan. Your response should detail all
operations and ties, including contracts through distributors, foreign subsidiaries and other
arrangements whether direct or indirect.

Cecilia D. Blye

Office of Global Security Risk

Securities and Exchange Commission

November 18, 2005

Page 2

A. Our operations in, and ties to, Syria are as follows:

In April 2003, Polytech International for Supplies & Consultation, Inc. (“PISC”) was
awarded a contract by Syrian Telecom for the supply and installation of a public data
network. PISC subcontracted to us the supply of 5,000 asymmetrical digital subscriber line
(“ADSL”) ports under their contract with Syrian Telecom. The value of this contract is not
significant.

In March 2005, we executed a commercial contract with Syrian Telecom for the supply,
installation and commissioning of a customer care and billing system. This contract is
valued at approximately €19 million and is expected to be implemented by November 2005.
Syrian Telecom is an incumbent fixed line operator that is wholly owned by the Syrian
government.

We are currently in discussions with Spacetel Syria regarding the implementation of a
universal mobile telephone communications system trial network.

B. Our operations in, and ties to, Libya are as follows:

Alcatel began conducting business with General Post and Telecommunication Company
(“GPTC”) in 1979, mainly related to providing fixed communications equipment and
services, including fixed switching and optical fiber networks. The expected revenue from
our business with GPTC in 2005 is approximately €5 million. GPTC is wholly owned by the
Libyan government.

Alcatel began conducting business with Al Malar in 2000, mainly related to providing mobile
communications equipment and services, by way of a GSM network. The expected revenue from
our business with Al Malar in 2005 is approximately €10 million. Al Malar is an incumbent
mobile telecommunications operator and is wholly owned by GPTC, which in turn is wholly
owned by the Libyan government.

We and AGIP gas Libya (“AGIP”) are parties to a multi-year contract for network
installation, design and building related to AGIP’s oil rigs in Libya. This contract is
valued at approximately €60 million over the 5-year term of the contract. 50% of AGIP is
owned by the Libyan government.

In April 2005, we made an offer to the General People’s Committee for General Security of
Libya (“GPCGS”) for a homeland surveillance system, in the context of a bidding process.

Cecilia D. Blye

Office of Global Security Risk

Securities and Exchange Commission

November 18, 2005

Page 3

C. Our operations in, and ties to, Iran are as follows:

During the first quarter of 2004, Asre Danesh Afzar awarded a contract for 23,000 digital
subscriber lines to us. Sales under this contract were completed during the first quarter
of 2005, for approximately €3.4 million.

Toyo Engineering Company (“Toyo”) is a major contractor for the National Iranian Oil
Company (“NIOC”). NIOC is wholly owned by the Iranian government. During the
second quarter of 2004, we entered into a sub-contract with Toyo, valued at approximately
$7.2 million, to provide an integrated communication solution for an onshore gas plant and
three offshore platforms of the South Pars gas field in Iran by the end of 2006. As of
November 2005, sales completed under this contract are negligible.

We entered into a contract in 2004 with Telecommunications Company of Iran (“TCI”)
for synchronous digital hierarchy transmission equipment. We expect to deliver
approximately €9 million of equipment in 2005. TCI is an incumbent fixed telecommunications
operator that is wholly owned by the Iranian government.

We entered into a contract with Rafsanjanian Industrial Complex in 2004 to provide a mobile
network. The contract is valued at approximately €3 million.

During the third quarter of 2005, we entered into a contract with National Iranian Gas
Company (“NIGC”), valued at approximately €6.4 million, to provide telecommunication
and control services for gas pipelines. As of November 2005, no sales have been completed
under this contract. NIGC is wholly owned by the Iranian government.

Pursuant to a contract with Iranian Telecommunication Manufacturing Co. (“ITMC”), we
expect to deliver €1.2 million of time division multiplexing switching equipment in 2005.
50% of ITMC is owned by TCI, which is wholly owned by the Iranian government.

We recently entered into a contract with a local distributor, Hamgara, for the delivery in
2006 of a €1.5 million “PABX” (a private access business exchange or switchboard). We have
been advised that the ultimate customer is the Iranian Ministry of Defense.

D. Our operations in, and ties to, Sudan are as follows:

In December 2004, we signed a commercial contract with Bashair Telecom Co. Ltd
(“BTCL,” doing business as “Areeba”), valued at approximately €30 million, for the
design, engineering, build-out, installation and commissioning of a second GSM network in
Sudan, including UMTS equipment in the Khartoum area, in accordance with a license awarded
by the Sudanese National Telecommunication Corporation to BTCL in October 2003. In order to
finance a portion of the orders under this contract, Electro Banque, one

Cecilia D. Blye

Office of Global Security Risk

Securities and Exchange Commission

November 18, 2005

Page 4

of our subsidiaries, entered into a facility agreement with BTCL for €26,574,262 on April
29, 2005. The conditions precedent to the availability of the facility are
currently in the process of being satisfied by BTCL, and therefore no drawdowns have yet
been made under the facility.

We have a contract with Petrodar, an oil and gas company, to implement a telecommunications
network (optical fiber) and supervisory control and data acquisition systems along an oil
pipeline called the MELUT Basin project. This contract is valued at approximately €15
million.

We have
 a contract with Sudatel, an incumbent wireline operator, for the extension and
maintenance of existing Alcatel public switches, a well as the expansion of the number of
ADSL ports. 26% of Sudatel is owned by the Sudanese government. The value of this contract
is not significant.

* * * * *

Alcatel’s
French subsidiary, Alcatel CIT, has a branch in Libya. Alcatel’s German
subsidiary, Alcatel SEL, has a branch in Iran. As noted above, we signed a contract with a
local distributor in Iran concerning the sale of a PABX.

We have described in detail our operations in, and ties to, the above-referenced countries
since 2003, except for Libya, for which we provided additional historical information. From
1999 through 2002, our operations in, and ties to, the above-referenced countries was of a
similar nature and of equal or less economic importance.

    2.

    With a view to disclosure, please address the materiality of all such operations, contacts or
arrangements and your view as to whether those operations or arrangements constitute a
material investment risk for your security holders.

Our 2005 revenues from operations in Syria, Libya, Iran and Sudan are estimated to be
approximately €2 million, €24 million, €25 million and €45-50 million, respectively.

Qualitatively and quantitatively, we believe that our operations, contacts and arrangements
in the above-referenced countries are not material to our business as a whole and do not
constitute a material investment risk for our security holders. Our contracts in the
above-referenced countries, in the aggregate, represent less than 1% of our total expected
revenue in 2005.

Cecilia D. Blye

Office of Global Security Risk

Securities and Exchange Commission

November 18, 2005

Page 5

    3.

    Please describe for us whether any of your equipment or services used or sold in the
above-referenced countries has a military purpose or, to the best of your knowledge,
understanding and belief, can be put to military use.

We do not believe that any of our equipment (which is “commercial
off-the-shelf equipment”)
or services used or sold in the above-referenced countries, as described above, has a
military purpose or, to the best of our knowledge, understanding and belief, can be put to
military use, it being noted that the surveillance system and the
PABX mentioned earlier are to be used by the Libyan GPCGS and the
Iranian Ministry of Defense, respectively.

* * * * *

Over the last decade, Alcatel has pursued its efforts towards reconciling economic development
with its ethical responsibilities in the global community. In the above-referenced countries,
Alcatel maintains only limited commercial activity, focused on telecommunications.
We believe that participating in the enhancement of the communication capabilities of a country can
only benefit the country’s economy and in turn help to improve the standard of living of its
citizens.

We would appreciate your review of the responses and supplemental information provided herein and
your notification to us if you have further comments or questions. Please contact Lauren K.
Boglivi of Proskauer Rose LLP at (212) 969-3325 should you have any questions or additional
comments.

Very truly yours,

ALCATEL

    By:
    // Jean-Pascal Beaufret

    Jean-Pascal Beaufret

    Chief Financial Officer

    cc:

    Larry Spirgel, Assistant Director, Division of Corporation Finance

    James Lopez, Office of Global Security Risk

    Serge Tchuruk