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^*

Bejar Martha Helena

(Last)

(First)

(Middle)

C/O NORTEL NETWORKS CORPORATION

8200 DIXIE ROAD, SUITE 100

(Street)

BRAMPTON A6

L6T 5P6

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2004

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)
	President, CALA

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	85,189	D

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⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Shares	17,306.9971	⁽¹⁾	D
01/29/98 Grant of Options⁽²⁾	⁽³⁾	01/28/2008	Common Shares	38,400	$11.29	D
01/29/98 Grant of Options⁽²⁾	⁽³⁾	01/28/2008	Common Shares	60,000	$11.29	D
01/29/98 Grant of Options⁽²⁾⁽⁴⁾	⁽⁴⁾	01/28/2008	Common Shares	60,000	$11.29	D
10/29/98 Grant of Options⁽²⁾	⁽³⁾	10/28/2008	Common Shares	32,000	$10.1475	D
01/28/99 Grant of Options⁽²⁾	⁽³⁾	01/27/2009	Common Shares	40,000	$15.5325	D
01/29/02 Grant of Options⁽²⁾	⁽³⁾	01/26/2010	Common Shares	26,666	$7.16	D
01/29/02 Grant of Options⁽²⁾	⁽³⁾	06/08/2010	Common Shares	13,333	$7.16	D
01/29/02 Grant of Options⁽²⁾	⁽³⁾	09/27/2010	Common Shares	20,000	$7.16	D
01/29/02 Grant of Options⁽⁵⁾	⁽³⁾	01/24/2011	Common Shares	13,333	$7.16	D
02/28/02 Grant of Options⁽²⁾	⁽⁶⁾	02/27/2012	Common Shares	120,000	$5.15	D

Explanation of Responses:

1. 58,068.1651 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 Long-Term Investment Plan (the "U.S. Investment Plan"), as of September 30, 2004. The Stock Fund invests primarily in common shares of Nortel Networks Corporation ("NNC"). As at September 30, 2004, the participant's company stock fund units represent approximately 17,306.9971 NNC common shares. The U.S. Investment Plan is administered as a unitized fund by Hewitt Associates LLC and the number of shares represented by each unit fluctuates on a daily basis.

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

3. The reported options are currently vested.

4. These replacement options were granted pursuant to the Key Contributor Program under the 1986 Stock Option Plan. Under the terms of the Key Contributor Program, a participant is granted concurrently an equal number of initial options and replacement options. The replacement options expire ten years from the date of grant and have an exercise price equal to the market value (as defined in the 1986 Stock Option Plan) of common shares on the date the initial options are fully exercised, provided that in no event will the exercise price be less than the market value (as defined in the 1986 Stock Option Plan) on the date of grant. Subject to certain holding requirements with respect to shares received from the exercise of the initial options, the replacement options are generally exercisable commencing 36 months from the date all of the initial options are fully exercised.

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

6. The reported options are currently vested as to 80,000 NNC common shares and will vest as to 40,000 NNC common shares on February 28, 2005.

	K.E. McCarthy, Attorney for Martha Helena Bejar	10/07/2004
	** 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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