UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 30, 2009

NORTEL NETWORKS CORPORATION

(Exact name of registrant as specified in its charter)

CANADA	001-07260	98-0535482
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
195 THE WEST MALL, TORONTO, ONTARIO, CANADA		M9C 5K1
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 905-863-7000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On October 30, 2009, Nortel Networks Corporation (“Nortel”) announced that it, together with its principal operating subsidiary Nortel Networks Limited (“NNL”) and Nortel Networks Inc., entered into an amendment of its previously announced asset sale agreement with Telefonaktiebolaget LM Ericsson (“Ericsson”) regarding the sale of substantially all of Nortel’s CDMA business and LTE Access assets.

Under the amendment, Nortel and Ericsson have extended to November 30, 2009 the date by which to close the sale. The parties expect to close the sale prior to such date. The parties agreed to the extension in order to allow more time for the satisfaction of closing conditions, including regulatory approvals.

As previously announced, Nortel does not expect that the Company’s common shareholders or the NNL preferred shareholders will receive any value from the creditor protection proceedings and expects that the proceedings will result in the cancellation of these equity interests.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NORTEL NETWORKS CORPORATION
By:	/S/    ANNA VENTRESCA
	Anna Ventresca General Counsel-Corporate and Corporate Secretary
By:	/S/    GRACE K. MCDONALD
	Grace K. McDonald Assistant Secretary

Dated: October 30, 2009

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