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SECURITIES AND EXCHANGE COMMISSIONWashington, 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)
January 29, 2004

Nortel Networks Corporation(Exact name of registrant as specified in its charter)


|                                                                                               |  |                                    |  |                                                 
|---------------------------------------------------------------------------------------------- |  | ---------------------------------- |  | ------------------------------------------------
|Canada
(State or other jurisdiction
of incorporation)                                          |  | 001-07260
(Commission
File Number) |  | not
applicable
(IRS Employer
Identification 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.



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Items 9 &
12.   Regulation FD Disclosure and Results of Operations and Financial Condition

On January 29, 2004, the Registrant issued a press release concerning its
financial results for the fourth quarter of 2003 and for the full year
2003. A copy of this press release is attached hereto as Exhibit 99.1 and
is incorporated herein solely for purposes of Items 9 and 12.

The information in this Current Report on Form 8-K, including the exhibit,
is furnished pursuant to Items 9 and 12 of Form 8-K in accordance with SEC
Release No. 33-8216, and shall not be deemed filed for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to liability under that Section. In addition, the
information in this Current Report on Form 8-K, including the exhibit,
shall not be deemed to be incorporated by reference into the filings of
the Registrant under the Securities Act of 1933, as amended.





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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/ Douglas C. Beatty

Douglas C. Beatty
Chief Financial Officer
|
|
|
| |  | By:                         |  | /s/ Blair F. Morrison

Blair F. Morrison
Assistant Secretary    

Dated: January 29, 2004





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Index to Exhibits

|               |      |                         |  |                                                                                                                                                                                
|-------------- | ---- | ----------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |      | Description of
Document
|               |      |                        
|               | 99.1 |                         |  | Press Release issued by the Registrant on
January 29, 2004, furnished solely for purposes of incorporation
by reference into Items 9 and 12. See paragraph 2 of
Items 9 and 12.