SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JOHNSON KRISTINA M

(Last)

(First)

(Middle)

C/O NORTEL NETWORKS CORPORATION

195 THE WEST MALL

(Street)

TORONTO, ONTARIO

M9C 5K1

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTEL NETWORKS CORP [ NT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/03/2008

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Units ^{( 1 )}	^{( 1 )}	12/31/2007		A		50.9875 ^{( 4 )}		^{( 1 )}	^{( 1 )}	Common Shares	50.9875 ^{( 4 )}	$15.32 ^{( 2 )}	161.7025 ^{( 5 )}	D
Share Units ^{( 3 )}	^{( 3 )}	12/31/2007		A		1,784.568 ^{( 6 )}		^{( 3 )}	^{( 3 )}	Common Shares	1,784.568 ^{( 6 )}	$15.32 ^{( 2 )}	5,572.5634 ^{( 7 )}	D

Explanation of Responses:

1. Share units issued on the last day of the quarter under the Nortel Networks Corporation Directors' Deferred Share Compensation Plan (the "NNCDDSCP"). Pursuant to the NNCDDSCP, certain fees payable to Nortel Networks Corporation ("NNC") directors are paid in the form of NNC share units, based upon the market price of NNC common shares on the last trading day of the quarter in accordance with the NNCDDSCP. On the earliest date when a director ceases to be both (i) a member of the board of directors of NNC and (ii) employed by NNC or its subsidiaries, NNC will cause to be purchased on the open market, for delivery to the director, a number of NNC common shares equal to the number of NNC share units credited to the director's account under the NNCDDSCP.

2. Represents the price of the share unit of $15.14 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the last trading day of the quarter in accordance with the NNCDDSCP and NNLDDSCP.

3. Share units issued on the last day of the quarter under the Nortel Networks Limited Directors' Deferred Share Compensation Plan (the "NNLDDSCP"). Pursuant to the NNLDDSCP, certain fees payable to Nortel Networks Limited ("NNL") directors are paid in the form of NNL share units, based upon the market price of NNC common shares on the last trading day of the quarter in accordance with the NNLDDSCP. On the earliest date when a director ceases to be both (i) a member of the board of directors of NNL and (ii) employed by NNL or its subsidiaries, NNL will cause to be purchased on the open market, for delivery to the director, a number of NNC common shares equal to the number of NNL share units credited to the director's account under the NNLDDSCP.

4. The Form 4 filed on January 3, 2008 inadvertently reported that Ms. Johnson acquired 52.2232 Nortel Networks Corporation ("NNC") share units. In fact, Ms. Johnson acquired 50.9875 NNC share units.

5. The Form 4 filed on January 3, 2008 inadvertently reported that Ms. Johnson holds 162.9382 Nortel Networks Corporation ("NNC") share units. In fact, Ms. Johnson holds 161.7025 NNC share units.

6. The Form 4 filed on January 3, 2008 inadvertently reported that Ms. Johnson acquired 1,827.8111 Nortel Networks Limited ("NNL") share units. In fact, Ms. Johnson acquired 1784.568 NNL share units.

7. The Form 4 filed on January 3, 2008 inadvertently reported that Ms. Johnson holds 5,615.8065 Nortel Networks Limited ("NNL") share units. In fact, Ms. Johnson holds 5,572.5634 NNL share units.

	P.E. Simeon, Attorney for Kristina M. Johnson	01/08/2008
	** Signature of Reporting Person	Date
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