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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) SEPTEMBER 30, 2004  NORTEL NETWORKS LIMITED  (Exact name of registrant as specified in its charter)
 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  
 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): [   ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) [   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) [   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) [   ] 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 September 30, 2004, Nortel Networks Corporation issued a press release (the
Press Release), attached hereto as Exhibit 99.1, announcing, among other
things, that the registrant obtained a new waiver from Export Development
Canada (EDC), the terms and conditions of which (the EDC Information) are
summarized under the heading EDC Support Facility in the Press Release. The
EDC Information is incorporated by reference herein. A copy of the letter
agreement containing the waiver and related amendments 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 The Press Release provides a status update on the registrants financial
restatement process and other related matters and is furnished in accordance
with Item 2.02 of Form 8-K. Item 8.01 Other Events The 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 September 30, 2004.99.2
    
    Letter Agreement dated September 29, 2004 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/ William R. KerrWilliam R. KerrChief Financial OfficerBy:
    /s/ Blair F. MorrisonBlair F. MorrisonAssistant Secretary Dated: September 30, 2004




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EXHIBIT INDEX Exhibit No.
    
    Description99.1
    
    
    Press Release issued by Nortel Networks Corporation on September 30, 2004.99.2
    
    
    Letter Agreement dated September 29, 2004 between the registrant and EDC.