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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 1, 2005
 NORTEL NETWORKS CORPORATION    CANADA(State or other jurisdictionof incorporation)
    
    001-07260(CommissionFile Number)
    
    NOT APPLICABLE(IRS EmployerIdentification No.)8200 DIXIE ROAD, SUITE 100, BRAMPTON, ONTARIO, CANADA(Address of principal executive offices)
    
    L6T 5P6(Zip Code)
  Registrants telephone number, including area code
    
    905-863-0000
     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):  o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o
    
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




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Item 1.01  Entry into a Material Definitive Agreement On June 1, 2005, the
registrant issued a press release (the Press
Release), attached as Exhibit 99.1, announcing that Nortel
Networks Limited (the registrants principal direct operating
subsidiary) obtained a new waiver from Export Development Canada
(EDC), the terms and conditions of which are summarized
in the Press Release which is incorporated by reference herein. A
copy of the letter agreement containing the waiver to the EDC Support
Facility (as defined in the Press Release) is filed herewith as
Exhibit 99.2. Item 2.02  Results of Operations and Financial Condition On June 1, 2005, the registrant issued a press release concerning its financial results for the
first quarter 2005, other related matters, and provided a status update for the registrant and
Nortel Networks Limited. Such press release is attached hereto as Exhibit 99.1 and furnished in
accordance with Item 2.02 of Form 8-K. Item 8.01  Other Events On June 1, 2005, the registrant issued the press release attached hereto as Exhibit 99.1, and such
press release is incorporated by reference herein (other than information included on or linked
from the registrants website, referenced in such release, which is not incorporated by reference
into this report). Item 9.01  Financial Statements and Exhibits  (c)

Exhibits 99.1     Press Release issued by the registrant on June 1, 2005.99.2     Letter
Agreement dated May 31, 2005 between Nortel Networks Limited and
EDC.




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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 CORPORATIONBy:
    /s/ Peter W. CurriePeter W. Currie Executive Vice-President andChief Financial Officer By:
    /s/ Gordon A. DaviesGordon A. DaviesAssistant General Counsel  Securities
and Corporate Secretary Dated: June 1, 2005




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EXHIBIT INDEX Exhibit No.
    
    Description99.1
    
    Press Release issued by the registrant on June 1, 2005.99.2
    
    Letter Agreement dated May 31, 2005 between Nortel Networks Limited and EDC.