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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 A6 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 Strategy Officer
	3. Date of Earliest Transaction (Month/Day/Year) 08/15/2005
	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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	08/15/2005		J(1)		32,875	D	$3.33	111,112	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Investment Fund Units(2)	(2)							(2)	(2)	Common Shares	24,537.78(2)		82,622.62	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		8,000	D
02/28/02 Grant of Options(3)	$5.15							(5)	02/27/2012	Common Shares	90,000		90,000	D

Explanation of Responses:

1. Common shares of Nortel Networks Corporation (NNC) surrendered by the officer for cancellation in accordance with the escrow agreement dated as of March 1, 2005 among NNC, Computershare Trust Company of Canada et al, in connection with the voluntary undertaking by the officer to pay over a three year period an amount equal to the return to profitability bonus paid to the officer in 2003, net of tax deductions at source, as set forth in a letter of undertaking dated January 10, 2005 as modified by a letter dated as of March 1, 2005.

2. 82,622.62 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 August 15, 2005. The Stock Fund invests primarily in NNC common shares. As of August 15, 2005, the participant's company stock fund units represents approximately 24,537.78 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.

	T.S.J. Connelly McGilley, Attorney for Dion Constandino Joannou	08/17/2005
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.