NORTEL NETWORKS CORP
8-K, 2000-10-27
TELEPHONE & TELEGRAPH APPARATUS
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                       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)
                                October 24, 2000


                           NORTEL NETWORKS CORPORATION
            ________________________________________________________

             (Exact name of registrant as specified in its charter)






          CANADA                         1-7260              Not Applicable
----------------------------          ------------         -------------------

(State or other jurisdiction          (Commission          (IRS Employer
      of incorporation)               File Number)         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.

<PAGE>   2


ITEM 5.         OTHER EVENTS

                On October 24, 2000, the Registrant announced, in conjunction
                with the release of its financial results for the third quarter
                of 2000, that it continues to expect that its percentage revenue
                growth in 2000 over 1999 will be in the low 40's. Consistent
                with the Registrant's overall expectations for the year was the
                reiteration by the Registrant of its expectation that its
                Optical Internet solutions revenues will exceed US$10 billion.
                The Registrant also stated that it expects that its percentage
                growth in earnings per share from operations in 2000 compared
                with 1999 will also be in the low 40's, up from its previously
                stated expectation which was in the high 30's. Looking forward
                to 2001, the Registrant stated its expectation that the overall
                market will grow in excess of 20 percent. Compared to 2000, the
                Registrant continues to expect to grow significantly faster than
                the market in 2001, with anticipated growth in revenues and
                earnings per share from operations in the 30 to 35 percent
                range.

                Certain statements included in this report are forward-looking
                and are subject to important risks and uncertainties. The
                results or events predicted in these statements may differ
                materially from actual results or events. Factors which could
                cause results or events to differ from current expectations
                include, among other things: the impact of price and product
                competition; the dependence on new product development; the
                impact of rapid technological and market change; the ability of
                the Registrant to make acquisitions and/or integrate the
                operations and technologies of acquired businesses in an
                effective manner; general industry and market conditions and
                growth rates; international growth and global economic
                conditions, particularly in emerging markets and including
                interest rate and currency exchange rate fluctuations; the
                impact of consolidations in the telecommunications industry; the
                uncertainties of the Internet; stock market volatility; the
                ability of the Registrant to recruit and retain qualified
                employees; and the impact of increased provision of customer
                financing by the Registrant. For additional information with
                respect to certain of these and other factors, see the reports
                filed by the Registrant with the United States Securities and
                Exchange Commission. The Registrant disclaims any intention or
                obligation to update or revise any forward-looking statements,
                whether as a result of new information, future events or
                otherwise.



                                   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 CORPORATION



                                              By: /S/ FRANK A. DUNN
                                                  -----------------------------
                                                  Frank A. Dunn
                                                  Chief Financial Officer



                                              By: /S/ BLAIR F. MORRISON
                                                  -----------------------------
                                                  Blair F. Morrison
                                                  Assistant Secretary

Dated:  October 27, 2000

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