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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Amendment No. 1

NEXT LEVEL COMMUNICATIONS, INC.
(Name of Subject Company (issuer))

MOTOROLA, INC.
(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, par value $0.01 per Share
(Title of Class of Securities)

65333U 10 4
(CUISIP Number of Class of Securities)

Michelle M. Warner
Motorola, Inc.
1303 East Algonquin Road, Schaumburg, IL 60196
(847) 576-5000
(Name, address, and telephone numbers of persons authorized
to receive notices and communications on behalf of filing persons))

Calculation of Filing Fee

Transaction valuation (1)
   Amount of filing fee (2)
$30,432,934   $2,800
ý
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:   $2,800
Form or Registration No.:   Not applicable
Filing Party:   Motorola, Inc.
Date Filed:   January 27, 2003
o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý   third party tender offer subject to Rule 14d-1.
o   issuer tender offer subject to Rule 13e-4.
ý   going-private transaction subject to Rule 13e-3.
o   amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

        Amendment No. 1 amends and supplements the Tender Offer Statement, Rule 13e-3 Transaction Statement and Schedule 13D/A filed under cover of Schedule TO initially filed with the Securities and Exchange Commission on January 27, 2003 by Motorola, Inc., a Delaware corporation ("Motorola") to purchase all outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Next Level Communications, Inc., a Delaware corporation ("Next Level"), not owned by Motorola or its subsidiaries, at a purchase price of $1.04 per Share net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 27, 2003 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with the Offer to Purchase, constitute the "Offer"). Capitalized terms used herein and not otherwise defined have the respecting meanings ascribed to them in the Offer to Purchase.


Item 1-10

        N/A


Item 11.    Additional Information

        (a)(5)(v)    On February 4, 2003, Next Level, et al., filed a complaint in the Delaware Court of Chancery against Motorola. The complaint alleges the tender offer commenced by Motorola is substantively and structurally coercive and unfair to minority shareholders. Motorola believes this lawsuit to be entirely without merit and intends to defend against it vigorously.


Item 12.    Exhibits

(a)(1)(x)   Text of Press Release issued by Motorola on February 4, 2003.

(a)(5)(v)
 
Complaint of Next Level, et al., Civil Action No.                         filed in the Court of Chancery of the State of Delaware on February 4, 2003.


Item 13.    Information Required by Schedule 13E-3

        N/A

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SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

  MOTOROLA, INC.

 
By:
 
/s/  DONALD F. MCLELLAN      
  Name:   Donald F. McLellan
  Title:   Corporate Vice President &
Director, Corporate Development
Date: February 4, 2003      

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