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^*

SOLDERA KING ELENA

(Last)

(First)

(Middle)

195 THE WEST MALL

(Street)

TORONTO

M9C 5K1

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2008

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)
	(1) See Remarks

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 Shares	667⁽¹⁾	D
Common Shares	1,500⁽²⁾	D
Common Shares	5,100⁽³⁾	D
Common Shares	1,648	D

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)
Investment Fund Units⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Shares	1,467.8367	⁽⁴⁾	D
03/03/2008 Grant of Options⁽⁵⁾	⁽⁷⁾	03/02/2018	Common Shares	10,500	$8.32⁽⁶⁾	D
03/21/2007 Grant of Options⁽⁵⁾	⁽⁷⁾	03/20/2017	Common Shares	4,500	$25.82⁽⁸⁾	D
06/14/2006 Grant of Options⁽⁵⁾	⁽⁷⁾	06/13/2016	Common Shares	3,000	$21.22⁽⁹⁾	D
07/19/2005 Grant of Options⁽¹⁰⁾	⁽⁷⁾	07/18/2015	Common Shares	5,000	$27.73⁽¹¹⁾	D
02/05/2004 Grant of Options⁽¹²⁾	⁽¹⁴⁾	02/04/2014	Common Shares	5,000	$76.66⁽¹³⁾	D
02/07/2003 Grant of Options⁽¹²⁾	⁽¹⁴⁾	02/06/2013	Common Shares	3,500	$23.47⁽¹⁵⁾	D
03/11/2002 Grant of Options⁽¹²⁾	⁽¹⁴⁾	03/10/2012	Common Shares	1,750	$59.65⁽¹⁶⁾	D
01/29/2002 Grant of Options⁽¹²⁾	⁽¹⁴⁾	01/26/2010	Common Shares	1,066	$71.62⁽¹⁷⁾	D
01/29/2002 Grant of Options⁽¹⁰⁾	⁽¹⁴⁾	01/24/2011	Common Shares	800	$71.62⁽¹⁷⁾	D

Explanation of Responses:

1. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 2,000 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.

2. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 2,250 restricted stock units that vest in three equal annual installments beginning on March 21, 2008 and are settled in Nortel Networks Corporation common shares upon vesting.

3. 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 to tax withholding.

4. 1,467.8367 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 "Canadian Stock Fund") including the deduction of investment management fees and applicable taxes pursuant to the Nortel Networks Limited Investment Plan for Employees - Canada (the "Canadian Investment Plan") as of November 7, 2008. Each company stock fund unit represents one Nortel Networks Corporation ("NNC") common share and the price of each stock fund unit equals the closing price of one share of NNC common stock on the Toronto Stock Exchange on the applicable date. The Canadian Investment Plan is administered by Sun Life Assurance Company of Canada.

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

6. 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.

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 $29.9 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 $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.

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

11. Represents the exercise price of $33.8 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

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

13. Represents the exercise price of $102.1 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

14. The reported options are currently vested.

15. Represents the exercise price of $35.7 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 $94.5 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 $113.9 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

Remarks:

(1) Senior Vice-President, Human Resources

	T.S.J. Connelly McGilley, Attorney for Elena Soldera King	11/17/2008
	** 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 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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