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)
      
      June 29, 2006


NORTEL NETWORKS CORPORATION





CANADA
      
      001-07260
      
      NOT APPLICABLE(State or other jurisdiction
          of incorporation)
      
      (Commission
        File Number)
      
      (IRS Employer
        Identification No.)


8200 DIXIE ROAD, SUITE 100, BRAMPTON, ONTARIO, CANADA
      
      L6T 5P6(Address of principal executive offices)
      
      (Zip Code)


Registrants telephone number, including area code
      
      905-863-0000







£
      
      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))






| | 1 | 
| | - | 





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|Item 8.01. | Other Events.
|---------- | -------------



On June 29, 2006, the Company announced the pricing of the previously announced offering of US$2 billion aggregate principal amount of senior notes (the Notes) by its principal direct operating subsidiary, Nortel Networks Limited (NNL), to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the Securities Act), and to persons outside of the United States pursuant to Regulation S under the Securities Act. The placement of the Notes is subject to customary closing conditions and is expected to close on July 5, 2006.



The press release announcing the pricing is being issued pursuant to and in accordance with Rule 135c under the Securities Act and a copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.





|Item 9.01. | Financial Statements and Exhibits.
|---------- | ----------------------------------



|(d) |  | Exhibits
|--- |  | --------



|99.1 | Press release issued by the Company on June 29, 2006.
|---- | -----------------------------------------------------







| | 2 | 
| | - | 





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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/  Gordon A. Davies                                     | 
| |                             | Gordon A. Davies                                          | 
| |                             | General Counsel  Corporate
      and Corporate Secretary | 
|
| |                             |                                                          
| | By:                         | /s/  Katharine B. Stevenson                               | 
| |                             | Katharine B. Stevenson                                    | 
| |                             | Treasurer                                                 | 
| |                             |                                                           | 
|



Dated: June 29, 2006



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EXHIBIT INDEX



|Exhibit No. | Description
|----------- | -----------



|99.1 | Press release issued by the Company on June 29, 2006.
|---- | -----------------------------------------------------