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^*

Lowe Richard Stephen

(Last)

(First)

(Middle)

C/O NORTEL NETWORKS CORPORATION

8200 DIXIE ROAD, 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)
	President, CDMA

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2005

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)
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								168,887	D
Common Shares	09/28/2005		A		300,000⁽¹⁾	A	$0⁽¹⁾	300,000	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)
Investment Fund Units⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Common Shares	7,989.6046		26,907.6429	D
01/25/96 Grant of Options⁽³⁾	$5.62⁽⁴⁾							⁽⁵⁾	01/24/2006	Common Shares	30,400		30,400	D
01/30/97 Grant of Options⁽³⁾	$8.85⁽⁶⁾							⁽⁵⁾	01/29/2007	Common Shares	32,800		32,800	D
01/29/98 Grant of Options⁽³⁾	$11.29							⁽⁵⁾	01/28/2008	Common Shares	28,000		28,000	D
07/31/98 Grant of Options⁽³⁾	$14.61							⁽⁵⁾	07/30/2008	Common Shares	16,000		16,000	D
10/29/98 Grant of Options⁽³⁾	$10.1475							⁽⁵⁾	10/28/2008	Common Shares	32,000		32,000	D
01/28/99 Grant of Options⁽³⁾	$15.5325							⁽⁵⁾	01/27/2009	Common Shares	16,000		16,000	D
01/29/02 Grant of Options⁽³⁾	$7.16							⁽⁵⁾	11/29/2009	Common Shares	26,666		26,666	D
01/29/02 Grant of Options⁽³⁾	$7.16							⁽⁵⁾	01/26/2010	Common Shares	26,666		26,666	D
01/29/02 Grant of Options⁽³⁾	$7.16							⁽⁵⁾	06/28/2010	Common Shares	13,333		13,333	D
01/29/02 Grant of Options⁽³⁾	$7.16							⁽⁵⁾	09/27/2010	Common Shares	40,000		40,000	D
01/29/02 Grant of Options⁽⁷⁾	$7.16							⁽⁵⁾	01/24/2011	Common Shares	40,000		40,000	D
02/28/02 Grant of Options⁽³⁾	$5.15							⁽⁵⁾	02/27/2012	Common Shares	150,000		150,000	D
09/07/2005 Grant of Options⁽³⁾	$3.18							⁽⁸⁾	09/06/2015	Common Shares	750,000		750,000	D

Explanation of Responses:

1. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan that vest in three equal annual installments beginning on September 28, 2006 and are settled in Nortel Networks Corporation common shares upon vesting, net of tax withholding.

2. 26,907.6429 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 29, 2005. The Stock Fund invests primarily in common shares of Nortel Networks Corporation ("NNC"). As at September 29, 2005, the participant's company stock fund units represent approximately 7,989.6046 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.

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. 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.

5. The reported options are currently vested.

6. 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.

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

8. The reported options vest in four equal annual installments beginning on the first anniversary of the date of grant.

	W. Wagnleithner, Attorney for Richard Stephen Lowe	09/30/2005
	** 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).
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