May 23, 2005

By Facsimile ((202) 628-5116) and U.S. Mail

Donald Leo Toker, Esq.
Crowell & Moring LLP
1001 Pennsylvania Avenue, NW
Washington, DC  20004

	Re:	PEC Solutions, Inc.
		Schedule TO-T/A filed May 16, 2005
		Filed by Nortel Networks, Inc. and PS Merger Sub, Inc.

Dear Mr. Toker:

	We have the following comments on the above-referenced
filing.

Schedule TO-T

Offer to Purchase

Certain Information Concerning the Company - Page 11

1. We note the supplemental materials submitted.  Please reconcile
the amounts for gross margin disclosed in the Offer to Purchase
and included in the PEC Solutions` financial projections as presented
to the bidders.

The Merger Agreement - Page 18

2. We note the revisions made in response to comment 10.  Please
make a similar revision in the first, partial, paragraph on page 26 in
the initial offer to purchase.

Schedule I

3. We reissue comment 13 in part.  We note that the description of
the business experience of Mrs. Saucier, Mr. Smith, Jr., and Mr.
Wilson does not clearly describe each person`s material
occupations during the past five years.  Confirm that the business
activities currently described for each person comprise all such
person`s material occupations during the past five years, or revise as
appropriate.

Closing Information

      Please amend your filing promptly to comply with our
comments. If you do not agree with a comment, please tell us why in
your response.  If the information you provide in response to our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in a
manner reasonably calculated to inform them of the new information.

      Please direct any questions to me at (202) 551-3619 or, in
my absence, to Nicholas Panos, Special Counsel, at (202) 551-3266.
You may also contact me via facsimile at (202) 772-9203.  Please send
all correspondence to us at the following ZIP code: 20549-0303.


					Sincerely,



					Daniel F. Duchovny
					Attorney-Advisor
					Office of Mergers & Acquisitions