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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 LIMITED    CANADA(State or other jurisdictionof incorporation)
    
    000-30758(CommissionFile Number)
    
    62-12-62580(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, Nortel
Networks Corporation issued a press release (the Press
Release), attached hereto as Exhibit 99.1, announcing that the
registrant 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. Nortel Networks Corporation
owns all of the registrants common shares and the registrant is
Nortel Networks Corporations principal direct operating
subsidiary. Item 2.02  Results of Operations and Financial Condition On June 1, 2005, Nortel Networks Corporation 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, Nortel Networks Corporation 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 Nortel Networks Corporation on June 1, 2005.99.2
    
    Letter Agreement dated May 31, 2005 between the registrant 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 LIMITEDBy:
    /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 Nortel Networks Corporation on June 1, 2005.99.2
    
    Letter Agreement dated May 31, 2005 between the registrant and EDC.