SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PAHAPILL MARYANNE ELIZABETH

(Last)

(First)

(Middle)

C/O NORTELL NETWORKS

8200 DIXIE RD #100

(Street)

BRAMPTON, ONTARIO, CANADA

A6 L6T 5P6

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2004

3. Issuer Name and Ticker or Trading Symbol
NORTEL NETWORKS CORP [ NT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Controller

5. If Amendment, Date of 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

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 Shares	3,600	D
Common Shares	6,000	I	Held by spouse, Carl Pahapill⁽¹⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Investment Fund Units⁽²⁾	⁽²⁾	⁽²⁾	Common Shares	17,199	⁽²⁾	D
10/29/98 Grant of Options⁽³⁾	⁽⁴⁾	10/28/2008	Common Shares	6,667	$10.15⁽⁵⁾	D
07/29/99 Grant of Options⁽³⁾	⁽⁴⁾	07/28/2009	Common Shares	13,334	$21.94⁽⁶⁾	D
01/29/02 Grant of Options⁽³⁾	⁽⁴⁾	01/26/2010	Common Shares	16,000	$7.16⁽⁷⁾	D
01/29/02 Grant of Options⁽³⁾	⁽⁴⁾	06/08/2010	Common Shares	20,000	$7.16⁽⁷⁾	D
01/29/02 Grant of Options⁽⁸⁾	⁽⁴⁾	01/24/2011	Common Shares	10,000	$7.16⁽⁷⁾	D
03/11/02 Grant of Options⁽³⁾	⁽⁹⁾	03/10/2012	Common Shares	25,000	$5.97⁽¹⁰⁾	D
02/07/03 Grant of Options⁽³⁾	⁽¹¹⁾	02/06/2013	Common Shares	56,250	$2.35⁽¹²⁾	D
02/05/04 nGrant of Options⁽³⁾	⁽¹³⁾	02/04/2014	Common Shares	30,000	$7.67⁽¹⁴⁾	D

Explanation of Responses:

1. These shares are held by a member of Ms. Pahapill's immediate family residing in her household. Ms. Pahapill disclaims beneficial ownership of such shares.

2. 913.1621 company stock fund units are held in the participant's account as a result of the participant's contributions, vested company contributions and/or investment earnings thereon invested in the company stock fund (the "Stock Fund") pursuant to the Nortel Networks Limited Investment Plan for Employees - Canada (the "Canadian Investment Plan") as of March 15, 2004. The Stock Fund invests primarily in Nortel Networks Corporation common shares. As of March 15, 2004, the participant's company s tock fund units represent approximately 17,199.06857 common shares of Nortel Networks Corporation. The Canadian Investment Plan is administered as a unitized fund by Sun Life Assurance Company of Canada and the number of shares represented by each unit fluctuates on a daily basis.

3. The reported options were granted pursuant to the Nortel Networks Corporation 1986 Stock Option Plan As Amended and Restated.

4. The reported options are currently vested.

5. Represents the exercise price of $15.7250 Cdn as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

6. Represents the exercise price of $33.0825 Cdn as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

7. Represents the exercise price of $11.3900 Cdn as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

8. The reported options were granted pursuant to the Nortel Networks Corporation 2000 Stock Option Plan.

9. The reported options are currently vested as to 16,666 common shares and will vest as to 8,334 common shares on March 11, 2005.

10. Represents the exercise price of $9.45 Cdn as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

11. None of the reported options are currently vested. The reported options will vest as to 18,750 common shares on each of February 7, 2005, February 7, 2006 and February 7, 2007.

12. Represents the exercise price of $3.57 Cdn as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

13. None of the reported options are currently vested. The reported options will vest as to 7,500 common shares on each of February 5, 2005, February 5, 2006, February 5, 2007 and February 5, 2008.

14. Represents the exercise price of $10.21 Cdn as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

	Jacquline A. Jones, Attorney for MaryAnne E. Pahapill	03/22/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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