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

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934

                                (Amendment No.)*


                                NEW MOTION, INC.
          -----------------------------------------------------------
                                (Name of Issuer)

                        Common Limited Partnership Units
          -----------------------------------------------------------
                         (Title of Class of Securities)

                                    64754V105
          -----------------------------------------------------------
                                 (CUSIP Number)

                                January 27, 2009
          -----------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule  pursuant to which this Schedule
is filed:

        [_]      Rule 13d-1(b)
        [X]      Rule 13d-1(c)
        [_]      Rule 13d-1(d)

- ----------------
*    The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
     deemed to be  "filed"  for the  purpose  of  Section  18 of the  Securities
     Exchange  Act of 1934 ("Act") or otherwise  subject to the  liabilities  of
     that section of the Act but shall be subject to all other provisions of the
     Act (however, see the Notes).





CUSIP No. 64754V105
         ----------

1.   Names of Reporting  Persons/  I.R.S.  Identification  Nos. of Above Persons
     (entities only):
                                 LEON G. COOPERMAN
- ----------------------------------------------------------------

2.  Check the Appropriate Box if a Member of a Group (See Instructions)

         (a)   [_]
         (b)   [X]
- -----------------------------------------------------------------

3.  SEC  Use  Only

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

4.  Citizenship or Place of Organization:

                         UNITED STATES
- -----------------------------------------------------------------

Number of               5.  Sole Voting Power:        1,246,700
Shares Bene-
ficially                6.  Shared Voting Power:            -0-
Owned by
Each Report-            7.  Sole Dispositive Power:   1,246,700
ing Person
With                    8.  Shared Dispositive Power:       -0-

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

9.   Aggregate Amount Beneficially Owned by Each Reporting Person:

                                                 1,246,700
- -----------------------------------------------------------------

10.  Check Box if the Aggregate Amount in Row (9) Excludes
     Certain Shares [_]

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

11.  Percent of Class Represented by Amount in Row (9):

                                                    5.6%
- -----------------------------------------------------------------
12.  Type of Reporting Person

                                                      IN
- -----------------------------------------------------------------


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CUSIP No. 64754V105
         ----------

ITEM 1(a) Name of Issuer:

                 NEW MOTION, INC. ( the "Issuer").


ITEM 1(b) Address of the Issuer's Principal Executive Offices:

                 42 Corporate Park
                 Irvine CA 92606


ITEM 2(a) Name of Person Filing:

     This statement is filed on behalf of Leon G. Cooperman ("Mr. Cooperman").

     Mr.  Cooperman is the general  partner of a limited  partnership  organized
under the laws of the State of New Jersey  known as  Watchung  Road  Associates,
L.P.("Watchung"). It is a private investment partnership engaged in the purchase
and sale of securities and other investments for its own account.


ITEM 2(b) Address of Principal Business Office or, if None, Residence:

     The address of the principal  business  office of Mr.  Cooperman is 88 Pine
Street,  Wall Street Plaza - 31st Floor,  New York, NY 10005. The address of the
principal  business  office of Watchung is 820 Morris  Turnpike,  Short Hills NJ
07078.


ITEM 2(c) Citizenship:

     Mr. Cooperman is a United States citizen;


ITEM 2(d) Title of Class of Securities:

         Common Limited Partnership Units (the "Shares")


ITEM 2(e) CUSIP Number: 64754V105


ITEM 3.  If this  statement  is  filed  pursuant  to  Sections  240.13d-1(b)  or
         240.13d-2(b) or (c):

     This Item 3 is not applicable.


                                       3



CUSIP No. 64754V105
         ----------


ITEM 4. Ownership:


ITEM 4(a)(b) Amount Beneficially Owned and Percent of Class:

     Mr.  Cooperman may be deemed the beneficial owner of 1,246,700 Shares which
constitutes approximately 5.6 % of the total number of Shares outstanding.  This
is based on the Company's Form 10-Q for the quarterly period ended September 30,
2008, filed with the SEC on November 14, 2008, which reflected 22,372,570 Shares
outstanding.

     This consists of 46,700 Shares owned by Mr. Cooperman; and 1,200,000 Shares
owned by Watchung.


ITEM 4(c) Number of Shares as to which such person has:

        (i)  Sole power to vote or to direct the vote:                 1,246,700

        (ii)  Shared power to vote or to direct the vote:                    -0-

        (iii) Sole power to dispose or to direct the disposition of:   1,246,700

        (iv) Shared power to dispose or to direct the disposition of:        -0-


ITEM 5. Ownership of Five Percent or Less of a Class:

     This Item 5 is not applicable.


ITEM 6. Ownership of More than Five Percent on Behalf of Another Person:

     This Item 6 is not applicable.


ITEM 7.  Identification  and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company:

     This Item 7 is not applicable.



                                       4



CUSIP No. 64754V105
         ----------

ITEM 8. Identification and Classification of Members of the Group:

     This Item 8 is not applicable.


ITEM 9.  Notice of Dissolution of Group:

     This Item 9 is not applicable.


ITEM 10. Certification:

     By  signing  below  the  undersigned  certifies  that,  to the  best of his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing  or  influencing  the
control of the Issuer of the  securities  and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.



                                    SIGNATURE

     After  reasonable  inquiry and to the best of my knowledge and belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.


DATED: February 4, 2009


LEON G. COOPERMAN, individually, and
as General Partner of Watchung Road Associates, L.P.


By /s/ ALAN M. STARK
  ------------------
  Alan M. Stark
  Attorney-in-Fact
Power of Attorney on file

ATTENTION:  INTENTIONAL  MISSTATEMENTS  OR OMISSIONS OF FACT CONSTITUTE  FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).


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