SC TO-T/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Amendment No. 15

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)
$33,234,912 Amount of filing fee (2)
$3,027

(1)

The transaction valuation is estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d). The calculation assumes the purchase of all outstanding common shares of Next Level Communications, par value .01 (the "Shares"), not beneficially owned by Motorola, Inc. or its subsidiaries ("Motorola"), at a purchase price of $1.18 Share, net to the seller in cash. As of February 28, 2003, based on information provided by Next Level's financial advisors, there were 26,157,180 Shares on a fully diluted basis (treating as outstanding, options or share purchase rights subject to issuance at approximately $1.18 or less) not beneficially owned by Motorola or its subsidiaries.

(2)

The amount of the filing fee is calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, Fee Rate Advisory No. 8 issued by the Securities and Exchange Commission on January 10, 2003 (such fee is equals .0092 percent of the value of the transaction) and Fee Rate Advisory No. 11 issued by the Securities and Exchange Commission on February 21, 2003 (such fee is equals .00809 percent of the value of the transaction).

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
Amount Previously Paid:	$227
Form or Registration No.:	Not applicable
Filing Party:	Motorola, Inc.
Date Filed:	March 26, 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:

        Amendment No.15 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 ("SEC") on January 27, 2003, and as amended and supplemented by Amendment No. 1 filed with the SEC on February 4, 2003, Amendment No. 2 filed with the SEC on February 21, 2003, Amendment No. 3 filed with the SEC on February 26, 2003, Amendment No. 4 filed with the SEC on February 28, 2003, Amendment No. 5 filed with the SEC on March 3, 2003, Amendment No. 6 filed with the SEC on March 4, 2003, Amendment No. 7 filed with the SEC on March 5, 2003, Amendment No. 8 filed with the SEC on March 10, 2003, Amendment No. 9 filed with the SEC on March 17, 2003, Amendment No. 10 filed with the SEC on March 17, 2003, Amendment No. 11 filed with the SEC on March 20, 2003, Amendment No. 12 filed with the SEC on March 24, 2003, Amendment No. 13 filed with the SEC on March 26, 2003 and Amendment No. 14 filed with the SEC on April 1, 2003 (as so amended, the "Schedule TO") 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 an increased purchase price of $1.18 per Share net to the seller in cash ("Offer Price"). The original offer is set forth in the 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 "Amended Offer"), copies of which were attached as Exhibits (a)(1)(i) and (a)(1)(ii), respectively to the Schedule TO. Capitalized terms used herein and not otherwise defined have the respecting meanings ascribed to them in the Offer to Purchase.

Item 1-11.

        N/A

Item 12. Exhibits.

        (a)(1)(xxxiii)    Text of Joint Press Release issued by Motorola and Next Level, dated April 9, 2003.

Item 13.

        N/A

2

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: April 9, 2003

3

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Item 1-11.
Item 12. Exhibits.
Item 13.

SIGNATURE

EX-99.(A)(1)(XXXIII)

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Exhibit 99.(a)(1)(xxxiii)

Motorola Tender Offer For Next Level Shares To Expire on Friday, April 11, 2003

Independent Committee of Next Level Board Has Recommended That Shareholders Tender Their Shares into Motorola Offer

        Schaumburg, Ill./Rohnert Park, California, April 9, 2003—The tender offer by Motorola, Inc., (NYSE: MOT) to acquire all the shares of Next Level Communications, Inc. (Nasdaq: NXTV) that it does not already own at a price of $1.18 per share in cash expires at 5:00 p.m. Eastern Time on Friday April 11, 2003.

        The independent committee of Next Level's Board of Directors, acting on behalf of Next Level's full Board, has recommended by majority vote that Next Level stockholders tender their shares in the revised offer. Motorola urges Next Level shareholders to tender their shares by the 5:00 p.m. deadline on Friday April 11.

        Last week, Next Level's largest shareholder other than Motorola, Next Level Partners LLC, announced that it had tendered all of its shares in the offer. Next Level Partners LLC owns more than 2.4 million shares.

        The revised offer, at $1.18 per share, represents a 25.5% premium over the stock's closing price on March 21, 2003, the last trading day prior to the announcement of Motorola's 13.5% increase in its offer price. The $1.18 per share price also represents premiums of 29.8% over the stock's closing price on January 10, 2003, the date prior to the announcement of the tender offer, and 46%, 39.2% and 33.5% over the 90, 20 and 5 trading days ending on January 10, 2003.

        Next Level shareholders who have any questions or need assistance, including assistance in tendering shares should contact the Information Agent, Georgeson Shareholder Communications, toll free at (866) 203-9357.

Notice For Next Level Securityholders

        Next Level securityholders and other interested parties are urged to read Motorola's tender offer statement and other relevant documents filed with the SEC because they contain important information. Next Level security holders will be able to receive such documents free of charge at the SEC's web site, www.sec.gov, from Motorola, Inc. at 1303 E. Algonquin Road, Schaumburg, Illinois 60196, ATTN: Investor Relations, or by calling Georgeson Shareholder toll free at (866) 203-9357.

About Motorola

        Motorola, Inc. (NYSE: MOT) is a global leader in providing integrated communications and embedded electronic solutions. Sales in 2002 were $26.7 billion. Motorola is a global corporate citizen dedicated to ethical business practices and pioneering important technologies that make things smarter and life better for people, honored traditions that began when the company was founded 75 years ago this year. For more information, please visit: www.motorola.com.

About Next Level

        Next Level is a world leader in integrated broadband access platforms for delivering any combination of voice, high-speed data and multi-stream digital video services into the home or office. Next Level offers a unified multi-service, multi-band platform that lets communications service providers enter a more profitable broadband market segment by delivering a virtual communications and entertainment center over existing copper telephone lines. Next Level's highly scalable networking products, management tools and support assistance allow communications service providers to deliver a range of subscriber services, and realize significant new revenue streams. Founded in 1994 and headquartered in Rohnert Park, Calif., the company has deployed its state-of-the-art systems for more

than 100 communications service providers worldwide. For additional information, visit http://www.nlc.com

Business Risks

        Statements in this news release and other announcements that relate to the tender offer and any subsequent merger, Next Level's business and operations and the impact of the reintegration of Next Level into Motorola described herein are "forward- looking statements". These statements are based on management's current expectations and involve risks and uncertainties which include whether the conditions to the tender offer will be satisfied and, following the consummation of the tender offer and the merger, Motorola's ability to successfully reintegrate Next Level operations, retain key employees, reduce costs, general economic factors and capital market conditions, and general industry trends. Motorola and Next Level wish to caution the reader that these factors, as well as other factors described in Motorola's and Next Level's SEC filings, are among the factors that could cause actual results to differ materially from the expectations described in the forward-looking statements.

# # #

Media Contacts:
Jennifer Weyrauch
Motorola, Inc.
847-435-5320
Jennifer.Weyrauch@motorola.com

Andy Brimmer or Dan Katcher
Joele Frank, Wilkinson Brimmer Katcher
for Next Level Communications, Inc.
212-355-4449

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Exhibit 99.(a)(1)(xxxiii)