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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000912057-01-007008.txt : 20010307
<SEC-HEADER>0000912057-01-007008.hdr.sgml : 20010307
ACCESSION NUMBER:		0000912057-01-007008
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010227
FILED AS OF DATE:		20010301

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CELESTICA INC
		CENTRAL INDEX KEY:			0001030894
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPONENTS, NEC [3679]
		IRS NUMBER:				980185558
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		
		SEC FILE NUMBER:	001-14832
		FILM NUMBER:		1558552

	BUSINESS ADDRESS:	
		STREET 1:		12 CONCORD PL
		STREET 2:		7TH FL
		CITY:			ONTARIO M3C 1V7
		STATE:			A6
		BUSINESS PHONE:		416442211
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>a2040359z6-k.txt
<DESCRIPTION>FORM 6-K
<TEXT>

<PAGE>


================================================================================


                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        REPORT OF FOREIGN PRIVATE ISSUER

                      PURSUANT TO RULE 13a-16 OR 15d-16 OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                           For the month of March 2001


                 -----------------------------------------------

                                 CELESTICA INC.
                 (TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)

                 -----------------------------------------------



                                12 CONCORDE PLACE
                                TORONTO, ONTARIO
                                 CANADA, M3C 3R8
                                 (416) 448-5800
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

         Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.


              Form 20-F    X                        Form 40-F
                        ---------                             ---------

         Indicate  by check  mark  whether  the  registrant  by  furnishing  the
information contained in this Form is also thereby furnishing the information to
the Commission  pursuant to Rule 12g3-2(b) under the Securities  Exchange Act of
1934.


                   Yes                                     No     X
                        ---------                             ---------

         If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-

================================================================================


<PAGE>




                                 CELESTICA INC.
                                    FORM 6-K
                               MONTH OF MARCH 2001


         Filed with this Form 6-K is the following:

                  -        Material Change Report,  dated February 27, 2001, the
                           text of which is attached  hereto as Exhibit 99.1
                           and is incorporated herein by reference.



         EXHIBIT
         -------

         99.1   - Material Change Report, dated February 27, 2001




                                        1

<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, thereunto duly authorized.






                                                CELESTICA INC.




Date: March 1, 2001               BY:  /s/   Elizabeth DelBianco
                                       --------------------------------
                                       Name: Elizabeth DelBianco
                                       Title:  Vice President & General Counsel




                                        2

<PAGE>



                                  EXHIBIT INDEX
                                  -------------


<TABLE>
<CAPTION>
     EXHIBIT                 DESCRIPTION                    SEQUENTIAL PAGE NO.
     -------                 -----------                    -------------------
     <S>                     <C>                            <C>
       99.1                  Material Change Report,                 5
                             dated February 27, 2001
</TABLE>










                                        3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a2040359zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>


<PAGE>

                             MATERIAL CHANGE REPORT

                   SECTION 75 OF THE SECURITIES ACT (ONTARIO)
              SECTION 85 OF THE SECURITIES ACT (BRITISH COLUMBIA)
                  SECTION 118 OF THE SECURITIES ACT (ALBERTA)
             SECTION 84 OF THE SECURITIES ACT, 1988 (SASKATCHEWAN)
                   SECTION 73 OF THE SECURITIES ACT (QUEBEC)
                 SECTION 81 OF THE SECURITIES ACT (NOVA SCOTIA)
             SECTION 76 OF THE SECURITIES ACT, 1990 (NEWFOUNDLAND)

ITEM 1:           REPORTING ISSUER

                  Celestica Inc.
                  7th Floor
                  12 Concorde Place
                  Toronto, ON   M3C 3R8

ITEM 2:           DATE OF MATERIAL CHANGE

                  February 19, 2001.

ITEM 3:           PRESS RELEASE

                  A press release was issued on February 20, 2001 by Celestica
Inc. in Toronto, Ontario. A copy of the press release is attached hereto.

ITEM 4:           SUMMARY OF MATERIAL CHANGE

                  On February  19,  2001,  Celestica  Corporation  ("Celestica")
entered into certain  agreements with Avaya Inc. ("Avaya") for the sale by Avaya
to  Celestica  of certain  manufacturing,  repair and  supply  chain  operations
located in Denver,  Colorado  and  Little  Rock,  Arkansas,  and  certain  other
operating  assets and for the  transfer  to  Celestica  of  approximately  1,400
employees currently employed by Avaya at such locations.  The agreements provide
that on  closing  of the  acquisition,  Celestica  and Avaya  will enter into an
electronics  manufacturing  services  agreement  that is  estimated  to generate
revenues to Celestica of approximately  US$4 billion over a five-year period. As
part of the  negotiations,  Celestica and Avaya agreed on the final terms of the
electronics manufacturing services agreement.

ITEM 5:           FULL DESCRIPTION OF MATERIAL CHANGE

                  Pursuant to the terms of an Asset  Purchase  Agreement,  dated
February 19, 2001,  Celestica will purchase certain assets from Avaya related to
the manufacturing and repair of enterprise  communications servers,  interactive
voice response systems, voice messaging consoles, wireless systems, IP telephony
products, data products and call management systems in Denver,


<PAGE>

                                      - 2 -

Colorado  and Little  Rock,  Arkansas,  and certain  other  operating  assets in
Shreveport,  Louisiana.  The acquisition cost to Celestica of the transaction is
approximately US$200 million,  subject to certain  post-closing  adjustments for
assets and inventory.

                  Pursuant to the Asset Purchase Agreement,  Celestica and Avaya
will enter into an Electronics  Manufacturing  Services Agreement in a form that
has been  agreed by the  parties,  pursuant  to which  Celestica  will  agree to
provide Avaya with electronics manufacturing services for a broad range of Avaya
products  and  related  services  over  a  five-year  period.   The  Electronics
Manufacturing  Services  Agreement expected to generate revenues to Celestica of
approximately US$4 billion over the five-year period.

                  It is expected that  approximately  1,400  employees will join
Celestica.  The acquisition is expected to close in a phased-in approach through
the  second  and  third  quarter  of 2001,  and is  subject  to  normal  closing
conditions, including regulatory approvals and union ratification of Celestica's
collective agreement with the International Brotherhood of Electrical Workers.

ITEM 6:           RELIANCE ON SUBSECTION 75(3) OF THE
                  ONTARIO SECURITIES ACT OR EQUIVALENT PROVISIONS

                  Not applicable.

ITEM 7:           OMITTED INFORMATION

                  Not applicable.

ITEM 8:           SENIOR OFFICER

                  For  further   information,   please   contact   Elizabeth  L.
DelBianco,  Vice President,  General Counsel and Secretary of Celestica at (416)
448-5800.

ITEM 9:           STATEMENT OF SENIOR OFFICER

                  The  foregoing   accurately   discloses  the  material  change
referred to herein.


                  DATED at Toronto, Ontario this 27th day of February, 2001




                                  _______________________________________
                                  (signed) Elizabeth L. DelBianco
                                  Vice President, General Counsel and Secretary


<PAGE>

FOR IMMEDIATE RELEASE                                 Tuesday, February 20, 2001


                   CELESTICA ANNOUNCES FIVE YEAR US$4 BILLION
                      GLOBAL STRATEGIC ALLIANCE WITH AVAYA

                           STRATEGIC ALLIANCE INCLUDES
                     ACQUISITION OF MANUFACTURING OPERATIONS

TORONTO, Canada - Celestica Inc. (NYSE, TSE: CLS), a world leader in electronics
manufacturing  services (EMS), today announced that it has entered into a global
strategic  alliance  with Avaya,  as Avaya's  primary EMS  provider.  Avaya is a
global leader in enterprise communications systems. As part of this arrangement,
Celestica has signed a definitive  agreement to acquire  Avaya's  manufacturing,
repair and supply chain operations in Denver,  Colo., and Little Rock, Ark., and
certain other operating assets.

The deal will include a five-year  global supply  agreement worth  approximately
US$4  billion  in  total  expected  revenue.  The  aggregate  purchase  price is
approximately  US$200 million.  About 1,400 Avaya employees are expected to join
Celestica as part of this  transaction.  Further terms were not  disclosed.  The
deal is expected to close in a phased  approach  throughout Q2 and Q3, 2001, and
is subject to normal  closing  conditions,  including  regulatory  approvals and
union ratification.

This transaction will position Celestica as Avaya's primary  outsourcing partner
in the area of printed  circuit board and system  assembly and test,  repair and
supply chain  management for a broad range of its  telecommunications  products.
These products include  enterprise  communications  servers,  interactive  voice
response  systems,  voice messaging  consoles,  wireless  systems,  IP telephony
products and call management systems.

The transaction aligns Celestica in a long term,  strategic  relationship with a
world market leader in enterprise  communications  systems and further  enhances
and diversifies  Celestica's strong  communications and internet  infrastructure
customer-base  which  includes  over 35 companies in the areas of optical,  data
networking, wireless and high-speed access.

"Celestica  is delighted  to expand its  communications  customer  base with the
addition of Avaya," said Eugene Polistuk, chairman and CEO, Celestica. "Not only
does this relationship add a top tier communications customer to Celestica,  but
it brings with it a highly-skilled  employee base,  experienced in manufacturing
high quality communications  programs. This intellectual asset base will further
leverage Celestica's plans for future growth in data and voice communications."

                                                                       more....


<PAGE>

                                      - 2 -

"Avaya's agreement with Celestica follows the contract manufacturing strategy we
described  at the  time of our  spin-off  from  Lucent  Technologies,"  said Don
Peterson, Avaya president and CEO. "It completes a key part of our restructuring
and begins a new phase in our strategy for reinvestment and growth. Avaya's move
to contract  manufacturing  with  Celestica,  an industry  leader in electronics
manufacturing  services,  will  ensure for our  customers  that the  quality and
reliability of our traditional flagship products will continue to be maintained.
At the same time,  it allows us to focus more on designing  and  developing  the
next generation of new enterprise solutions and services such as converged voice
and data, customer relationship management and unified communications."

ABOUT AVAYA
Avaya,  headquartered  in Basking  Ridge,  N.J.,  USA, is a leading  provider of
communications  systems  for  enterprises,   including  businesses,   government
agencies  and  other  organizations.  Avaya  offers  converged  voice  and data,
customer relationship management,  messaging, voice multi-service networking and
structured  cabling products and services.  Avaya is a worldwide leader in sales
of  messaging  and  structured  cabling  systems  and a U.S.  leader in sales of
enterprise voice  communications  and call center systems.  Avaya intends to use
its leadership positions in enterprise  communications systems and software, its
broad  portfolio of products and services,  and strategic  alliances  with other
technology and consulting services leaders to offer its customers  comprehensive
eBusiness solutions.

For further information about Avaya, visit its website at http://www.avaya.com/

ABOUT CELESTICA
With over 30,000 employees  worldwide,  Celestica  operates 35 manufacturing and
design  facilities in the United States,  Canada,  Mexico,  the United  Kingdom,
Ireland,  Italy, the Czech Republic,  Thailand,  Hong Kong, China,  Malaysia and
Brazil.   Celestica  provides  a  broad  range  of  services  including  design,
prototyping,  assembly,  testing,  product  assurance,  supply chain management,
worldwide  distribution and after-sales  service. Its customers include industry
leading original equipment  manufacturers (OEMs),  primarily in the computer and
communications sectors.

FOR FURTHER INFORMATION ON CELESTICA, VISIT ITS WEBSITE AT
http://www.celestica.com
The company's security filings can also be accessed at http://www.sedar.com and
http://www.edgar-online.com


                                                                       more....


<PAGE>

                                      - 3 -


STATEMENTS  CONTAINED IN THIS PRESS RELEASE WHICH ARE NOT  HISTORICAL  FACTS ARE
FORWARD-LOOKING  STATEMENTS  WHICH  INVOLVE RISK AND  UNCERTAINTIES  WHICH COULD
CAUSE  ACTUAL  RESULTS  TO  DIFFER   MATERIALLY  FROM  THOSE  EXPRESSED  IN  THE
FORWARD-LOOKING  STATEMENTS.  AMONG  THE  KEY  FACTORS  THAT  COULD  CAUSE  SUCH
DIFFERENCES  ARE: THE LEVEL OF OVERALL GROWTH IN THE  ELECTRONICS  MANUFACTURING
SERVICES  (EMS)  INDUSTRY;  VARIABILITY  OF  OPERATING  RESULTS  AMONG  PERIODS;
DEPENDENCE  ON THE  COMPUTER  AND  COMMUNICATIONS  INDUSTRIES;  DEPENDENCE  ON A
LIMITED NUMBER OF CUSTOMERS; AND THE ABILITY TO MANAGE EXPANSION,  CONSOLIDATION
AND THE  INTEGRATION  OF  ACQUIRED  BUSINESSES.  THESE  AND  OTHER  FACTORS  ARE
DISCUSSED IN THE COMPANY'S VARIOUS PUBLIC FILINGS AT www.sedar.com


                                      -30-


For further information please contact:
Laurie Flanagan
Celestica
Corporate Communications
(416) 448-2200
flanagan@celestica.com



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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