SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)

Airspan Networks Inc.

(Name of Issuer)

Common Stock, Par Value $0.0003 per share

(Title of Class of Securities)

00950H102

(CUSIP Number)

September 22, 2004

(Date of Event Which Requires Filing of this Statement)

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

o	Rule 13d-1(b)
ý	Rule 13d-1(c)
o	Rule 13d-1(d)

(1) 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.  00950H102
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Oak Investment Partners XI, Limited Partnership 20-1319065
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 7,300,000 Shares of Common Stock
			6.		Shared Voting Power Not applicable
			7.		Sole Dispositive Power 7,300,000 Shares of Common Stock
			8.		Shared Dispositive Power Not applicable
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,300,000 Shares of Common Stock
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 16.77%
	12.	Type of Reporting Person (See Instructions) PN

2

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Oak Associates XI, LLC 20-1319921
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power Not applicable
			6.		Shared Voting Power 7,300,000 Shares of Common Stock
			7.		Sole Dispositive Power Not applicable
			8.		Shared Dispositive Power 7,300,000 Shares of Common Stock
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,300,000 Shares of Common Stock
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 16.77%
	12.	Type of Reporting Person (See Instructions) OO-LLC

3

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Oak Investment Partners VIII, Limited Partnership 06-1522124
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 35,918 Shares of Common Stock
			6.		Shared Voting Power Not applicable
			7.		Sole Dispositive Power 35,918 Shares of Common Stock
			8.		Shared Dispositive Power Not applicable
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 35,918 Shares of Common Stock
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 0.08%
	12.	Type of Reporting Person (See Instructions) PN

4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Oak Associates VIII, LLC 06-1523705
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power Not applicable
			6.		Shared Voting Power 35,918 Shares of Common Stock
			7.		Sole Dispositive Power Not applicable
			8.		Shared Dispositive Power 35,918 Shares of Common Stock
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 35,918 Shares of Common Stock
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 0.08%
	12.	Type of Reporting Person (See Instructions) OO-LLC

5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Oak VIII Affiliates Fund, Limited Partnership 06-1528836
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 696 Shares of Common Stock
			6.		Shared Voting Power Not applicable
			7.		Sole Dispositive Power 696 Shares of Common Stock
			8.		Shared Dispositive Power Not applicable
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 696 Shares of Common Stock
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 0.0%
	12.	Type of Reporting Person (See Instructions) PN

6

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Oak VIII Affiliates, LLC 06-1531129
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power Not applicable
			6.		Shared Voting Power 696 Shares of Common Stock
			7.		Sole Dispositive Power Not applicable
			8.		Shared Dispositive Power 696 Shares of Common Stock
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 696 Shares of Common Stock
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 0.0%
	12.	Type of Reporting Person (See Instructions) OO-LLC

7

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Oak Management Corporation 06-0990851
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power Not applicable
			6.		Shared Voting Power 7,336,614 Shares of Common Stock
			7.		Sole Dispositive Power Not applicable
			8.		Shared Dispositive Power 7,336,614 Shares of Common Stock
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,336,614 Shares of Common Stock
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 16.86%
	12.	Type of Reporting Person (See Instructions) CO

8

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Bandel L. Carano
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power Not applicable
			6.		Shared Voting Power 7,336,614 Shares of Common Stock
			7.		Sole Dispositive Power Not applicable
			8.		Shared Dispositive Power 7,336,614 Shares of Common Stock
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,336,614 Shares of Common Stock
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 16.86%
	12.	Type of Reporting Person (See Instructions) IN

9

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Gerald R. Gallagher
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power Not applicable
			6.		Shared Voting Power 7,336,614 Shares of Common Stock
			7.		Sole Dispositive Power Not applicable
			8.		Shared Dispositive Power 7,336,614 Shares of Common Stock
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,336,614 Shares of Common Stock
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 16.86%
	12.	Type of Reporting Person (See Instructions) IN

10

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Edward F. Glassmeyer
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 30,000 Shares of Common Stock
			6.		Shared Voting Power 7,336,614 Shares of Common Stock
			7.		Sole Dispositive Power 30,000 Shares of Common Stock
			8.		Shared Dispositive Power 7,336,614 Shares of Common Stock
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,336,614 Shares of Common Stock
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 16.93%
	12.	Type of Reporting Person (See Instructions) IN

11

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Fredric W. Harman
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 88,241 Shares of Common Stock
			6.		Shared Voting Power 7,336,614 Shares of Common Stock
			7.		Sole Dispositive Power 88,241 Shares of Common Stock
			8.		Shared Dispositive Power 7,336,614 Shares of Common Stock
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,424,855 Shares of Common Stock
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 17.06%
	12.	Type of Reporting Person (See Instructions) IN

12

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ann H. Lamont
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 15,000 Shares of Common Stock
			6.		Shared Voting Power 7,336,614 Shares of Common Stock
			7.		Sole Dispositive Power 15,000 Shares of Common Stock
			8.		Shared Dispositive Power 7,336,614 Shares of Common Stock
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,351,614 Shares of Common Stock
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 16.89%
	12.	Type of Reporting Person (See Instructions) IN

13

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David B. Walrod
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power Not applicable
			6.		Shared Voting Power 7,300,000 Shares of Common Stock
			7.		Sole Dispositive Power Not applicable
			8.		Shared Dispositive Power 7,300,000 Shares of Common Stock
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,300,000 Shares of Common Stock
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 16.77%
	12.	Type of Reporting Person (See Instructions) IN

14

Item 1.
	(a)	Name of Issuer Airspan Networks Inc.
	(b)	Address of Issuer’s Principal Executive Offices 777 Yamato Road, Suite 105 Boca Raton, Florida 33431
Item 2.
	(a)	Name of Person Filing Oak Investment Partners XI, Limited Partnership Oak Associates XI, LLC Oak Investment Partners VIII, Limited Partnership Oak Associates VIII, LLC Oak VIII Affiliates Fund, Limited Partnership Oak VIII Affiliates, LLC Oak Management Corporation Bandel L. Carano Gerald R. Gallagher Edward F. Glassmeyer Fredric W. Harman Ann H. Lamont David B. Walrod
	(b)	Address of Principal Business Office or, if none, Residence c/o Oak Management Corporation One Gorham Island Westport, Connecticut  06880
	(c)	Citizenship Please refer to Item 4 on each cover sheet for each filing person.
	(d)	Title of Class of Securities Common stock, par value $0.0003 per share
	(e)	CUSIP Number 00950H102
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
			Not applicable

15

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons is based upon 36,219,770 shares outstanding as of August 12, 2004, as represented by the Issuer in the Preferred Stock Purchase Agreement, dated as of September 10, 2004, by and between the Issuer and Oak Investment Partners XI, Limited Partnership (“Oak Investment XI”) (filed as Exhibit 4.1 to the Issuer’s Form 8-K filed with the Commission on September 13, 2004), plus 7,300,000 shares of Common Stock issuable upon the conversion of the Series A Preferred Stock issued by the Issuer to Oak Investment XI pursuant to that Preferred Stock Purchase Agreement.
Amounts shown as beneficially owned by Oak Investment Partners VIII, Limited Partnership (“Oak Investment VIII”) consist of 35,918 shares of Common Stock received by it as the result of an in-kind pro rata distribution by a fund in which Oak Investment VIII is a limited partner.
Amounts shown as beneficially owned by Oak Associates VIII, LLC, include the 35,918 shares of Common Stock held by Oak Investment VIII.
Amounts shown as beneficially owned by Oak VIII Affiliates Fund, Limited Partnership (“Oak Affiliates VIII”) consist of 696 shares of Common Stock received by it as the result of an in-kind pro rata distribution by a fund in which Oak Affiliates VIII is a limited partner.
Amounts shown as beneficially owned by Oak VIII Affiliates, LLC, include the 696 shares of Common Stock held by Oak Affiliates VIII.
Amounts shown as beneficially owned by Oak Associates XI, LLC, and David B. Walrod include the 7,300,000 shares of Common Stock into which the shares of Series A Preferred Stock presently held by Oak Investment XI may be converted.
Amounts shown as beneficially owned by each of Oak Management Corporation, Bandel L. Carano, Gerald R. Gallagher, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont include (i) the 7,300,000 shares of Common Stock into which the shares of Series A Preferred Stock presently held by Oak Investment XI may be converted; (ii) the 35,918 shares of Common Stock held by Oak Investment VIII; (iii) the 696 shares of Common Stock held by Oak Affiliates VIII; and, (iv) with respect to Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont only, shares of Common Stock held personally by each of them.
Please see Items 5, 6, 7, 8, 9 and 11 for each cover sheet for each filing entity.
	(a)	Amount beneficially owned:
	(b)	Percent of class:
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote
		(ii)	Shared power to vote or to direct the vote
		(iii)	Sole power to dispose or to direct the disposition of
		(iv)	Shared power to dispose or to direct the disposition of
Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable
Item 8.	Identification and Classification of Members of the Group
Not applicable
Item 9.	Notice of Dissolution of Group
Not applicable
Item 10.	Certification
By signing below I certify that, to the best of my 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.

16

After reasonable 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.

Signature:

Dated: October 4, 2004

Entities:

Oak Investment Partners XI, Limited Partnership

Oak Associates XI, LLC

Oak Investment Partners VIII, Limited Partnership

Oak Associates VIII, LLC

Oak VIII Affiliates Fund, Limited Partnership

Oak VIII Affiliates, LLC

Oak Management Corporation

By:	/s/ Edward F. Glassmeyer
		Edward F. Glassmeyer, as
		General Partner or
		Managing Member or as
		Attorney-in-fact for the
		above-listed entities

Individuals:

Bandel L. Carano

Edward F. Glassmeyer

Gerald R. Gallagher

Fredric W. Harman

Ann H. Lamont

David B. Walrod

By:	/s/ Edward F. Glassmeyer
		Edward F. Glassmeyer,
		Individually and as
		Attorney-in-fact for the
		above-listed individuals

17

INDEX TO EXHIBITS

EXHIBIT A	Agreement of Reporting Persons
EXHIBIT B	Power of Attorney
	Additional Power of Attorney previously filed by certain Reporting Persons with the Commission on September 22, 2004

18

EX-99.1

EXHIBIT A

Agreement of Reporting Persons

Each of the undersigned hereby agrees that Amendment No. 1 to Schedule 13G filed on the date hereof with respect to the shares of Common Stock of Airspan Networks Inc. has been filed on behalf of the undersigned.

Signature:

Dated: October 4, 2004

Entities:

Oak Investment Partners XI, Limited Partnership

Oak Associates XI, LLC

Oak Investment Partners VIII, Limited Partnership

Oak Associates VIII, LLC

Oak VIII Affiliates Fund, Limited Partnership

Oak VIII Affiliates, LLC

Oak Management Corporation

By:	/s/ Edward F. Glassmeyer
		Edward F. Glassmeyer, as
		General Partner or
		Managing Member or as
		Attorney-in-fact for the
		above-listed entities

Individuals:

Bandel L. Carano

Edward F. Glassmeyer

Gerald R. Gallagher

Fredric W. Harman

Ann H. Lamont

David B. Walrod

By:	/s/ Edward F. Glassmeyer
		Edward F. Glassmeyer,
		Individually and as
		Attorney-in-fact for the
		above-listed individuals

EX-99.2

EXHIBIT B

Power of Attorney

The undersigned hereby make, constitute and appoint each of Edward F. Glassmeyer and Ann H. Lamont, acting jointly or individually, with full power of substitution, the true and lawful attorney-in-fact for the undersigned, in the undersigned’s name, place and stead and on the undersigned’s behalf, to complete, execute and file with the United States Securities and Exchange Commission (the “Commission”), a statement on Schedule 13G with respect to the securities of Airspan Networks Inc., a Washington corporation, and any and all amendments thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and any other forms, certificates, documents or instruments (including a joint filing agreement) that the attorneys-in-fact (or either of them) deems necessary or appropriate in order to enable the undersigned to comply with the requirements of said Section 13(d) and said rules and regulations.

This Power of Attorney shall remain in effect for a period of two years from the date hereof or until such earlier date as a written revocation thereof is filed with the Commission.

Dated: October 4, 2004

Oak Investment Partners VIII, Limited Partnership

By: Oak Associates VIII, LLC, its general partner

By:	/s/ Edward F. Glassmeyer
	Name:  Edward F. Glassmeyer
	Title:  Managing Member
Oak Associates VIII, LLC
By:	/s/ Edward F. Glassmeyer
	Name:  Edward F. Glassmeyer
	Title:  Managing Member
Oak VIII Affiliates Fund, Limited Partnership
By: Oak VIII Affiliates, LLC, its general partner
By:	/s/ Edward F. Glassmeyer
	Name:  Edward F. Glassmeyer
	Title:  Managing Member
Oak VIII Affiliates, LLC
By:	/s/ Edward F. Glassmeyer
	Name:  Edward F. Glassmeyer
	Title:  Managing Member