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^*

Drinkwater David William

(Last)

(First)

(Middle)

C/O NORTEL NETWORKS CORPORATION

8200 DIXIE ROAD, SUITE 100

(Street)

BRAMPTON

A6 L5T 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)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2006

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	06/14/2006		A		115,000⁽¹⁾	A	$0⁽¹⁾	115,000	D
Common Shares								48	D
Common Shares								1,000	I	RRSP⁽²⁾
Common Shares								142,000⁽⁸⁾	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)
06/14/2006 Grant of Options⁽³⁾	$2.12⁽⁴⁾	06/14/2006		A		200,000		⁽⁵⁾	06/13/2016	Common Shares	200,000	$0	200,000	D
12/19/2005 Grant of Options⁽⁶⁾	$3.21⁽⁷⁾							⁽⁵⁾	12/18/2015	Common Shares	100,000		100,000	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 June 14, 2007 and are settled in Nortel Networks Corporation common shares upon vesting, net of tax withholding.

2. Held through BMO Nesbitt Burns as Registered Retirement Savings Plan (RRSP).

3. The reported options were granted pursuant to the Nortel Networks Corporation 2005 Stock Incentive Plan.

4. Represents the excercise price of $2.36 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 vest in four equal annual installments beginning on the first anniversary of the date of grant.

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

7. Represents the exercise price of $3.74 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

8. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan that vest in three equal annual installments beginning on December 19, 2006 and are settled in Nortel Networks Corporation common shares upon vesting, net of tax withholding.

	T.S.J. Connelly McGilley, Attorney for David William Drinkwater	06/16/2006
	** 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 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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