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* KARR PAUL W (Last) (First) (Middle) C/O NORTEL NETWORKS CORPORATION 195 THE WEST MALL (Street) TORONTO, ONTARIO M9C 5K1 (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) Controller
	3. Date of Earliest Transaction (Month/Day/Year) 03/03/2008
	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	03/03/2008		A		4,550(1)	A	$0(1)	4,550(1)	D
Common Shares								3,378(2)	D
Common Shares								6,859(3)	D
Common Shares								6,100(4)	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
03/03/2008 Grant of Options(5)	$8.31(11)	03/03/2008		A		18,200		(7)	03/02/2018	Common Shares	18,200	$0	18,200	D
03/21/2007 Grant of Options(5)	$25.82(6)							(7)	03/20/2017	Common Shares	8,800		8,800	D
06/14/2006 Grant of Options(5)	$21.22(8)							(7)	06/13/2016	Common Shares	6,000		6,000	D
09/07/2005 Grant of Options(9)	$31.86(10)							(7)	09/06/2015	Common Shares	17,500		17,500	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 March 3, 2009 and are settled in Nortel Networks Corporation common shares upon vesting, net of tax withholding.

2. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 4,000 restricted stock units that vest in three equal annual installments beginning on June 14, 2007 and are settled in Nortel Networks Corporation common shares upon vesting.

3. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 10,000 restricted stock units that vest in three equal annual installments beginning on September 7, 2006 and are settled in Nortel Networks Corporation common shares upon vesting.

4. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan that vest in three equal annual installments beginning on March 21, 2008 and are settled in Nortel Networks Corporation common shares upon vesting, net of tax withholding.

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

6. Represents the exercise price of $29.90 Cdn. as converted into U.S dollars using the noon exchange rate of the Bank of Canada on the date of grant.

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

8. Represents the exercise price of $23.6 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

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

10. Represents the exercise price of $37.8 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 $8.21 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

	P.E. Simeon, Attorney for Paul W. Karr	03/05/2008
	** 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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