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SECURITIES AND EXCHANGE COMMISSION    Washington, D.C. 20549
 FORM 8-K/A Amendment No. 1 to CURRENT REPORT Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 Date of Report
(date of earliest event reported)
March 10, 2004 NORTEL NETWORKS LIMITED 
  CANADA
    
    000-30758
    
    62-12-62580(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.




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|SIGNATURES



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Item 5. Other Events On April 28, 2004, Nortel Networks Corporation (the Company) issued a press
release (attached as Exhibit 99.1 to the Current Report on Form 8-K dated April
28, 2004 of the Registrant (NNL) (the Company owns all of NNLs common shares
and NNL is the Companys principal direct operating subsidiary) which updated
and provided additional information with respect to certain matters concerning
the public debt indentures of the Company and NNL that was previously addressed
in the press release attached as Exhibit 99.1 to NNLs Current Report on Form
8-K dated March 10, 2004. In the press release dated April 28, 2004, the
Company stated the following with respect to such public debt indentures: Debt Securities As previously announced, as a result of the delay in the filing of the 2003
Form 10-K beyond March 30, 2004, the Company and NNL are not in compliance with
their obligations to deliver to relevant parties their filings with the United
States Securities and Exchange Commission (the SEC) under their public debt
indentures. Approximately US$1.8 billion of notes of NNL (or its subsidiaries)
and US$1.8 billion of convertible debt securities of the Company are
outstanding under the indentures. The delay does not result in an automatic
event of default and acceleration of the long-term debt of the Company or NNL.
If the holders of at least 25 percent of the outstanding principal amount of
any relevant series of debt securities provide notice of such non-compliance to
the Company or NNL, as applicable, and the Company or NNL, as applicable, fails
to file and deliver the relevant 2003 Form 10-K within 90 days after such
notice is provided, then the trustee under the indenture or such holders will
have the right to accelerate the maturity of the relevant series of debt
securities. While such notice could have been given at any time after March 30,
2004, to date neither the Company nor NNL has received any such notice. In
addition, if the required percentage of holders under one series of debt
securities were to give such a notice and, after the 90 day cure period
expired, were to accelerate the maturity of such debt securities, then the
principal amount of each other series of debt securities could, upon 10 days
notice, be accelerated without the lapse of an additional 90 day cure period.
Based on inquiries to date, the Company believes that approximately 34 percent
of the outstanding principal amount of the US$150 million 7.875% notes due June
2026 issued by a subsidiary of NNL and guaranteed by it are held by a group of
related holders. Other than with respect to that series of debt securities,
based on such inquiries, neither the Company nor NNL is aware of any holder, or
group of related holders or parties, that holds at least 25 percent of the
outstanding principal amount of any relevant series of debt securities. The
Company also believes based on such inquiries that approximately 23 percent of
the outstanding principal amount of the US$150 million 7.40% notes due June
2006 issued by NNL are held by a single holder. If an acceleration of the Companys and NNLs debt securities were to occur,
the Company and NNL may be unable to meet their respective payment obligations
with respect to the related indebtedness. In such case, the Company and NNL
would seek alternative financing sources to satisfy such obligations. At
present, neither the Company nor NNL has any agreements or understandings in
place with respect to any such financing. 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 LIMITEDBy:
    /s/ Nicholas J. DeRomaNicholas J. DeRomaChief Legal Officer By:
    /s/ Blair F. MorrisonBlair F. MorrisonAssistant Secretary Dated: April 28, 2004 3