Form 4 Bennett Jalynn Hamilton For: Mar 31 (10K)

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^*

Bennett Jalynn Hamilton

(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)
03/31/2009

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

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)
			Code	V	Amount	(A) or (D)	Price

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Share Units ⁽¹⁾

⁽¹⁾

03/31/2009

948.0333 ⁽⁴⁾

⁽¹⁾

Common Shares

948.0333

$ 0.24 ⁽²⁾

8,326.2307

Share Units ⁽³⁾

⁽³⁾

03/31/2009

29,390 ⁽⁴⁾

⁽³⁾

Common Shares

29,390

$ 0.24 ⁽²⁾

252,775.4559

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 $0.3 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. On January 14, 2009 the Canadian court in the creditor protection proceedings granted an order that Nortel?s directors are entitled to receive remuneration in cash on a current basis at current compensation levels less an overall US$25,000 reduction notwithstanding the terms of, or elections made, under the Nortel Networks Corporation Directors Deferred Share Compensation Plan and the Nortel Networks Limited Directors Deferred Share Compensation Plan. For the period January 1, 2009 to January 13, 2009, the Nortel Networks Corporation and Nortel Networks Limited directors? fees have been prorated based on the prior fee schedule and elections.

	S. Graff, Attorney for Jalynn Hamilton Bennett	04/01/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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