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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 8-K/A CURRENT REPORT(Amendment No. 1)Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934  Date of Report (Date of earliest event reported)
    
    JUNE 3, 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:  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 2.01 Completion of Acquisition or Disposition of Assets
 Registrant Current Report NNI PEC
  Item 9.01 Financial Statements and Exhibits
 (a)
    
    Financial Statements of Business Acquired.
   (b)
    
    Pro Forma Financial Information.
  (c)
    
    Exhibits
 Exhibit No.
    
    Description2.1
    
    Agreement and Plan of Merger dated as of April 25, 2005, by and among Nortel Networks Inc., PS
Merger Sub, Inc., and PEC Solutions, Inc. (incorporated by reference to Exhibit 99(d)(1) of the
Tender Offer Statement on Schedule TO filed by Nortel Networks Inc. with the Securities and
Exchange Commission on May 3, 2005).23.1
    
    Consent of Independent Registered Public Accounting Firm.99.1
    
    Press Release issued by the Registrant on June 7, 2005 (previously filed as Exhibit 99.1 of
the Registrants Current Report on Form 8-K, filed with the SEC on June 8, 2005).99.2
    
    Audited consolidated financial statement as of and for the year ended December 31, 2004
of PEC (incorporated by reference to PECs Annual Report on Form 10-K, filed with the SEC on
March 16, 2005, as
amended by Amendment No. 1 thereto on Form 10-K/A, filed with the SEC on March 18, 2005)
(Commission File No. 000-30271).99.3
    
    Unaudited consolidated financial statements as of and for the three-month period ended
March 31, 2005 of PEC (incorporated by reference to PECs Quarterly Report on Form 10-Q, filed
with the SEC on May 6, 2005) (Commission File No. 000-30271).99.4
    
    Unaudited pro forma condensed consolidated financial information.




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Signature
  NORTEL NETWORKS CORPORATIONBy:
    /s/ Gordon A. DaviesGordon A. DaviesAssistant General Counsel  Securities
and Corporate Secretary Date: August 17, 2005
    By:
    /s/ Tracy S.J. Connelly McGilleyTracy S.J. Connelly McGilleyAssistant Secretary




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EXHIBIT INDEX
 Exhibit No.
    
    Description2.1
    
    Agreement and Plan of Merger dated as of April 25, 2005, by and among Nortel Networks Inc., PS
Merger Sub, Inc., and PEC Solutions, Inc. (incorporated by reference to Exhibit 99(d)(1) of the
Tender Offer Statement on Schedule TO filed by Nortel Networks Inc. with the Securities and
Exchange Commission on May 3, 2005).23.1
    
    Consent of Independent Registered Public Accounting Firm.99.1
    
    Press Release issued by the Registrant on June 7, 2005 (previously filed as Exhibit 99.1 of
the Registrants Current Report on Form 8-K, filed with the SEC on June 8, 2005).99.2
    
    Audited consolidated financial statements as of and for the year ended December 31, 2004
of PEC (incorporated by reference to PECs Annual Report on Form 10-K, filed with the SEC on
March 16, 2005, as amended by Amendment No. 1 thereto on Form 10-K/A, filed with the SEC on
March 18, 2005) (Commission File No. 000-30271).99.3
    
    Unaudited consolidated financial statements as of and for the three-month period ended
March 31, 2005 of PEC (incorporated by reference to PECs Quarterly Report on Form 10-Q, filed
with the SEC on May 6, 2005) (Commission File No. 000-30271).99.4
    
    Unaudited pro forma condensed consolidated financial information.