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^*

MUMFORD D GREGORY

(Last)

(First)

(Middle)

C/O NORTEL NETWORKS CORPORATION

8200 DIXIE ROAD, 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)
	Chief Technology Officer

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		287,500⁽¹⁾	A	⁽¹⁾	430,251	D
Common Shares⁽¹⁾	02/03/2004		F		66,715⁽¹⁾	D	$8.0655⁽¹⁾	430,251	D
Common Shares⁽¹⁾	02/03/2004		D		143,750⁽¹⁾	D	$6.3637⁽¹⁾	430,251	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			287,500	02/03/2004	02/03/2004	Common Shares	287,500	⁽¹⁾	0	D
Investment Fund Units⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Common Shares	50,646.9⁽²⁾		2,688.57	D
01/24/95 Grant of Options⁽³⁾	$4.21⁽⁶⁾							⁽⁷⁾	01/23/2005	Common Shares	60,000		60,000	D
01/25/96 Grant of Options⁽³⁾	$5.62⁽⁸⁾							⁽⁷⁾	01/24/2006	Common Shares	120,000		120,000	D
01/25/96 Grant of Options⁽³⁾	$5.62⁽⁸⁾							⁽⁷⁾	01/24/2006	Common Shares	60,000		60,000	D
01/25/96 Grant of Options⁽³⁾⁽⁴⁾	⁽⁴⁾							⁽⁴⁾	01/24/2006	Common Shares	120,000		120,000	D
01/30/97 Grant of Options⁽³⁾	$8.85⁽⁹⁾							⁽⁷⁾	01/29/2007	Common Shares	60,000		60,000	D
01/29/98 Grant of Options⁽³⁾	$11.29⁽¹⁰⁾							⁽⁷⁾	01/28/2008	Common Shares	64,000		64,000	D
10/29/98 Grant of Options⁽³⁾	$10.15⁽¹¹⁾							⁽⁷⁾	10/28/2008	Common Shares	60,000		60,000	D
01/28/99 Grant of Options⁽³⁾	$15.53⁽¹²⁾							⁽⁷⁾	01/27/2009	Common Shares	20,000		20,000	D
07/29/99 Grant of Options⁽³⁾	$21.94⁽¹³⁾							⁽⁷⁾	07/28/2009	Common Shares	72,000		72,000	D
01/27/00 Grant of Options⁽³⁾	$49.61⁽¹⁴⁾							⁽⁷⁾	01/26/2010	Common Shares	100,000		100,000	D
06/09/00 Grant of Options⁽³⁾	$59.41⁽¹⁵⁾							⁽⁷⁾	06/08/2010	Common Shares	100,000		100,000	D
01/25/01 Grant of Options⁽⁵⁾	$38.25⁽¹⁶⁾							⁽⁷⁾	01/24/2011	Common Shares	150,000		150,000	D
10/25/01 Grant of Options⁽³⁾	$5.89⁽¹⁷⁾							⁽⁷⁾	10/25/2007	Common Shares	500,000		500,000	D
02/28/02 Grant of Options⁽³⁾	$5.15⁽¹⁸⁾							⁽¹⁹⁾	02/27/2012	Common Shares	250,000		250,000	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"), 77,035 common shares of Nortel Networks Corporation ("NNC") were delivered to the participant; the cash equivalent of 66,715 NNC common shares valued at $10.7871 Cdn. (the Canadian dollar equivalent of. $8.0655 U.S) per share was withheld by Nortel Networks Limited to meet certain tax withholding obligations; and 143,750 of the restricted stock units were settled for cash at a value of $8.5110 Cdn. (the Canadian dollar equivalent of $6.3637 U.S.) per share, the average closing price of NNC common shares over a 20 trading day period in accordance with the RSU Plan. The Canadian dollar amounts were converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on February 3, 2004.

2. 2,688.57 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 January 28, 2004. The Stock Fund invests primarily in NNC common shares. As of January 28, 2004, the participant's company stock fund units repr esent approximately 50,646.90 common shares of NNC. 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 (the "1986 Stock Option Plan").

4. These replacement options were granted pursuant to the Key Contributor Program under the 1986 Stock Option Plan. Under the terms of 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 i n 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. Represents the exercise price of $5.9563 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

7. The reported options are currently vested.

8. Represents the exercise price of $7.7350 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

9. Represents the exercise price of $11.9313 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

10. Represents the exercise price of $16.5250 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

11. 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.

12. Represents the exercise price of $23.70 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

13. 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.

14. Represents the exercise price of $71.1450 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

15. Represents the exercise price of $87.71 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

16. Represents the exercise price of $57.67 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

17. Represents the exercise price of $9.29 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

18. Represents the exercise price of $8.27 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

19. The reported options are currently vested as to 83,333 NNC common shares and will vest as to 83,333 NNC common shares on February 28, 2004 and as to 83,334 NNC common shares on February 28, 2005.

	K.E. McCarthy, Attorney for D. Gregory Mumford	02/05/2004
	** Signature of Reporting Person	Date
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