<PAGE>
================================================================================

                       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 3, 2002


                             NORTEL NETWORKS LIMITED
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)





           CANADA                        000-30758               62-12-62580
----------------------------            -----------          ------------------
(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>



ITEM 5.      OTHER EVENTS

On October 3, 2002, Nortel Networks Corporation issued a press release
announcing changes to its organization reflecting a more streamlined structure
focused more directly around its customers in four key businesses: Wireless
Networks, Wireline Networks, Enterprise Networks, and Optical Networks.

The leadership management team going forward for the four key businesses, who
will now all be reporting directly to Frank Dunn, are as follows:

o    Pascal Debon continues as president, Wireless Networks.

o    Brian McFadden continues as president, Optical Networks

o    Sue Spradley is named president, Wireline Networks, and is responsible for
     driving cost-effective packet solutions for Nortel Networks voice, data and
     multimedia service offerings, as well as maintaining Nortel Networks
     leadership position in circuit technology solutions (formerly part of Metro
     and Enterprise Networks).

o    For the Enterprise Networks business (formerly part of Metro and Enterprise
     Networks), Oscar Rodriguez is named president and general manager,
     Enterprise Solutions, responsible for business strategy and investment, and
     product strategy, execution and delivery, and Robert Burke continues as
     president, Enterprise Marketing, responsible for Enterprise solution and
     channel marketing.

Frank Plastina, president, Metro and Enterprise Networks, has decided to leave
Nortel Networks after 15 years of service and contribution to the business.

Nortel Networks Corporation owns all of the Registrant's common shares, and the
Registrant is Nortel Networks Corporation's principal direct operating
subsidiary.

Certain information included in this report is forward-looking and is 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 severity and duration of the industry adjustment; the
sufficiency of our restructuring activities, including the potential for higher
actual costs to be incurred in connection with restructuring actions compared to
the estimated costs of such actions; successful implementation of our new
organization structure; fluctuations in operating results and general industry,
economic and market conditions and growth rates; the ability to recruit and
retain qualified employees; fluctuations in cash flow; the level of outstanding
debt and debt ratings; the ability to meet financial covenants contained in our
credit agreements; the ability to make acquisitions and/or integrate the
operations and technologies of acquired businesses in an effective manner; the
impact of rapid technological and market change; the impact of price and product
competition; international growth and global economic conditions, particularly
in emerging markets and including interest rate and currency exchange rate
fluctuations; the impact of rationalization in the telecommunications industry;
the dependence on new product development; the uncertainties of the Internet;
the impact of the credit risks of our customers and the impact of increased
provision of customer financing and commitments; stock market volatility; the
entrance into an increased number of supply, turnkey, and outsourcing contracts
which contain delivery, installation, and performance provisions, which, if not
met, could result in the payment of substantial penalties or liquidated damages;
the ability to obtain timely, adequate and reasonably priced component parts
from suppliers and internal manufacturing capacity; the future success of our
strategic alliances; and the adverse resolution of litigation. For additional
information with respect to certain of these and other factors, see the reports
filed by Nortel Networks Corporation and the Registrant with the United States
Securities and Exchange Commission. Unless otherwise required by applicable
securities laws, Nortel Networks Corporation and the Registrant disclaim any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.


                                      -2-

<PAGE>

                                   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 LIMITED


                                            By:       /s/ DEBORAH J. NOBLE
                                                  ------------------------------
                                                  Deborah J. Noble
                                                  Corporate Secretary


                                            By:       /s/ DOUGLAS C. BEATTY
                                                  ------------------------------
                                                  Douglas C. Beatty
                                                  Chief Financial Officer


Dated: October 3, 2002


                                      -3-
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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 3, 2002

                             NORTEL NETWORKS LIMITED
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           CANADA                        000-30758               62-12-62580
----------------------------            -----------          ------------------
(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.

================================================================================
ITEM 5.      OTHER EVENTS

On October 3, 2002, Nortel Networks Corporation issued a press release
announcing changes to its organization reflecting a more streamlined structure
focused more directly around its customers in four key businesses: Wireless
Networks, Wireline Networks, Enterprise Networks, and Optical Networks.

The leadership management team going forward for the four key businesses, who
will now all be reporting directly to Frank Dunn, are as follows:

o    Pascal Debon continues as president, Wireless Networks.

o    Brian McFadden continues as president, Optical Networks

o    Sue Spradley is named president, Wireline Networks, and is responsible for
     driving cost-effective packet solutions for Nortel Networks voice, data and
     multimedia service offerings, as well as maintaining Nortel Networks
     leadership position in circuit technology solutions (formerly part of Metro
     and Enterprise Networks).

o    For the Enterprise Networks business (formerly part of Metro and Enterprise
     Networks), Oscar Rodriguez is named president and general manager,
     Enterprise Solutions, responsible for business strategy and investment, and
     product strategy, execution and delivery, and Robert Burke continues as
     president, Enterprise Marketing, responsible for Enterprise solution and
     channel marketing.

Frank Plastina, president, Metro and Enterprise Networks, has decided to leave
Nortel Networks after 15 years of service and contribution to the business.

Nortel Networks Corporation owns all of the Registrant's common shares, and the
Registrant is Nortel Networks Corporation's principal direct operating
subsidiary.

Certain information included in this report is forward-looking and is 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 severity and duration of the industry adjustment; the
sufficiency of our restructuring activities, including the potential for higher
actual costs to be incurred in connection with restructuring actions compared to
the estimated costs of such actions; successful implementation of our new
organization structure; fluctuations in operating results and general industry,
economic and market conditions and growth rates; the ability to recruit and
retain qualified employees; fluctuations in cash flow; the level of outstanding
debt and debt ratings; the ability to meet financial covenants contained in our
credit agreements; the ability to make acquisitions and/or integrate the
operations and technologies of acquired businesses in an effective manner; the
impact of rapid technological and market change; the impact of price and product
competition; international growth and global economic conditions, particularly
in emerging markets and including interest rate and currency exchange rate
fluctuations; the impact of rationalization in the telecommunications industry;
the dependence on new product development; the uncertainties of the Internet;
the impact of the credit risks of our customers and the impact of increased
provision of customer financing and commitments; stock market volatility; the
entrance into an increased number of supply, turnkey, and outsourcing contracts
which contain delivery, installation, and performance provisions, which, if not
met, could result in the payment of substantial penalties or liquidated damages;
the ability to obtain timely, adequate and reasonably priced component parts
from suppliers and internal manufacturing capacity; the future success of our
strategic alliances; and the adverse resolution of litigation. For additional
information with respect to certain of these and other factors, see the reports
filed by Nortel Networks Corporation and the Registrant with the United States
Securities and Exchange Commission. Unless otherwise required by applicable
securities laws, Nortel Networks Corporation and the Registrant disclaim any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

                                      -2-
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 LIMITED

                                            By:       /s/ DEBORAH J. NOBLE
                                                  ------------------------------
                                                  Deborah J. Noble
                                                  Corporate Secretary

                                            By:       /s/ DOUGLAS C. BEATTY
                                                  ------------------------------
                                                  Douglas C. Beatty
                                                  Chief Financial Officer

Dated: October 3, 2002

                                      -3-