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^*

EDWARDS DARRYL ALEXANDER

(Last)

(First)

(Middle)

C/O NORTEL NETWORKS CORPORATION

8200 DIXIE ROAD, SUITE 100

(Street)

BRAMPTON

L6T 5P6

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2006

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, EMEA

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 Stock	75,000⁽¹⁾	D
Common Stock	25,000⁽²⁾	D
Common Stock	1,556.293	I	Mourant Equity Compensation Solutions Ltd.⁽³⁾

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)
01/30/1997 Grant of Options⁽⁴⁾	⁽⁵⁾	01/29/2007	Common Shares	4,000	$8.85	D
01/29/1998 Grant of Options⁽⁴⁾	⁽⁵⁾	01/28/2008	Common Shares	2,800	$11.29	D
10/29/1998 Grant of Options⁽⁴⁾	⁽⁵⁾	10/28/2008	Common Shares	2,000	$10.15	D
03/31/1999 Grant of Options⁽⁴⁾	⁽⁵⁾	03/30/2009	Common Shares	2,400	$15.64	D
09/23/1999 Grant of Options⁽⁴⁾	⁽⁵⁾	09/22/2009	Common Shares	6,000	$23.97	D
01/29/2002 Grant of Options⁽⁴⁾	⁽⁵⁾	12/15/2009	Common Shares	1,066	$7.16	D
01/29/2002 Grant of Options⁽⁴⁾	⁽⁵⁾	03/27/2010	Common Shares	4,000	$7.16	D
01/29/2002 Grant of Options⁽⁴⁾	⁽⁵⁾	04/26/2010	Common Shares	13,333	$7.16	D
01/29/2002 Grant of Options⁽⁶⁾	⁽⁵⁾	10/26/2010	Common Shares	13,333	$7.16	D
01/29/2002 Grant of Options⁽⁶⁾	⁽⁵⁾	01/24/2011	Common Shares	6,666	$7.16	D
01/29/2002 Grant of Options⁽⁶⁾	⁽⁵⁾	06/18/2011	Common Shares	7,500	$7.16	D
02/28/2002 Grant of Options⁽⁴⁾	⁽⁵⁾	02/27/2012	Common Shares	60,000	$5.15	D
02/07/2003 Grant of Options⁽⁴⁾	⁽⁵⁾	02/06/2013	Common Shares	87,500	$2.35	D
02/07/2003 Grant of Options⁽⁴⁾	02/07/2007	02/06/2013	Common Shares	43,750	$2.35	D
02/05/2004 Grant of Options⁽⁴⁾	⁽⁷⁾	02/04/2014	Common Shares	100,000	$7.66	D
09/07/2005 Grant of Options⁽⁴⁾	⁽⁷⁾	09/06/2015	Common Shares	220,000	$3.18	D
06/14/2006 Grant of Options⁽⁸⁾	⁽⁷⁾	06/13/2016	Common Shares	40,000	$2.12	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 7, 2006 and are settled in Nortel Networks Corporation ("NNC") common shares upon vesting, net of tax withholding.

2. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan that vest in three equal annual installments beginning on June 14, 2007 and are settled in NNC common shares upon vesting, net of tax withholding.

3. The number of NNC common shares held for the participant's account pursuant to the Nortel Networks Stock Purchase Plan as of August 1, 2006.

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

5. The reported options are currently vested.

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

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

8. The reported options were granted pursuant to the Nortel 2005 Stock Incentive Plan.

	T.S.J. Connelly McGilley, Attorney for Darryl Alexander Edwards	08/08/2006
	** 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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