SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JOANNOU DION CONSTANDINO

(Last)

(First)

(Middle)

C/O NORTEL NETWORKS CORPORATION

8200 DIXIE RD SUITE 100

(Street)

BRAMPTON

L6T 5P6

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CALA

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2004

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares⁽¹⁾	02/03/2004		A		150,000⁽¹⁾	A	⁽¹⁾	143,987	D
Common Shares⁽¹⁾	02/03/2004		F		27,338⁽¹⁾	D	$8.0663⁽¹⁾	143,987	D
Common Shares⁽¹⁾	02/03/2004		D		75,000⁽¹⁾	D	$6.4145⁽¹⁾	143,987	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾	⁽¹⁾	02/03/2004		M			150,000	02/03/2004	02/03/2004	Common Shares	150,000	⁽¹⁾	0	D
Investment Fund Units⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Common Shares	21,925.41⁽²⁾		74,551.75	D
01/29/98 Grant of Options⁽³⁾	$11.29							⁽⁵⁾	01/28/2008	Common Shares	1,334		1,334	D
10/29/98 Grant of Options⁽³⁾	$10.1475							⁽⁵⁾	10/28/2008	Common Shares	10,668		10,668	D
01/28/99 Grant of Options⁽³⁾	$15.5325							⁽⁵⁾	01/27/2009	Common Shares	13,334		13,334	D
01/29/02 Grant of Options⁽³⁾	$7.16							⁽⁵⁾	01/26/2010	Common Shares	13,333		13,333	D
01/29/02 Grant of Options⁽⁴⁾	$7.16							⁽⁵⁾	11/28/2010	Common Shares	3,333		3,333	D
01/29/02 Grant of Options⁽⁴⁾	$7.16							⁽⁵⁾	01/24/2011	Common Shares	8,000		80,000	D
02/28/02 Grant of Options⁽³⁾	$5.15							⁽⁶⁾	02/27/2012	Common Shares	90,000		90,000	D

Explanation of Responses:

1. In settlement of the participant's restricted stock units issued pursuant to the Nortel Networks Limited Restricted Stock Unit Plan as amended (the "RSU Plan"), 47,662 common shares of Nortel Networks Corporation ("NNC") were delivered to the participant; the cash equivalent of 27,338 NNC common shares valued at $8.0663 U.S. per share was withheld by Nortel Networks Limited to meet certain tax withholding obligations; and 75,000 of the restricted stock units were settled for cash at a value of $6.4145 U.S. per share, the average closing price of NNC common shares over a 20 trading day period in accordance with the RSU Plan.

2. 74,551.75 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 "U.S. Stock Fund") pursuant to the Nortel Networks Long-Term Investment Plan (the "U.S. Investment Plan") as of January 28, 2004. The Stock Fund invests primarily in NNC common shares. As of January 28, 2004, the participant's company stock fund units represents approximately 21,925.41 common shares of NNC. The U.S. Investment Plan is administered as a unitized fund by Hewitt Associates Inc. 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 (the "1986 Stock Option Plan").

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

5. The reported options are currently vested.

6. The reported options are currently vested as to 30,000 NNC common shares and will vest as to 30,000 NNC common shares on February 28, 2004 and on February 28, 2005.

	K.E. McCarthy, Attorney for Dion Constandino Joannou	02/05/2004
	** Signature of Reporting Person	Date
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