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                                                                     Exhibit 3.3

         Amendment No. 1 to the Second Amended and Restated By-Laws of
                       AirNet Communications Corporation.

The Second Amended and Restated By-Laws of AirNet Communications Corporation,
adopted September 9, 1999, are hereby amended as follows:

1.   The caption on page 1 shall read as follows:

                          SECOND AMENDED AND RESTATED
                                    BY-LAWS
                                       OF
                       AIRNET COMMUNICATIONS CORPORATION
                            (a Delaware corporation)

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

                           ADOPTED: September 9, 1999
                    Amendment No. 1, adopted March 21, 2000

2.   Subparagraph 3.02(a) of Article 3 on page 6 shall be amended and restated
in its entirety as follows:

          SECTION 3.02. Number, Qualifications, Terms and Removal from Office.

          (a)  The number of directors of the Corporation on the date of
     adoption of these Bylaws shall be nine(9); provided, however, that upon the
     closing of a Qualified Public Offering (as defined in the Certificate of
     Incorporation), the number of directors of the Corporation shall be as set
     forth in one or more resolutions adopted by the Board of Directors of the
     Corporation. At the first annual meeting of stockholders following the
     closing of a Qualified Public Offering, the nominees for directors shall be
     divided into three classes, as nearly equal in number as possible,
     designated as Class I, Class II, and Class III, respectively, and assigned
     to such classes in accordance with a resolution or resolutions adopted by
     the Board of Directors. At the first annual meeting of stockholders
     following the closing of a Qualified Public Offering, (i) the Class I
     directors shall be nominated for election for a term to expire at the third
     succeeding annual meeting of stockholders following their election, (ii)
     the Class II directors shall be nominated for election for a term to expire
     at the second succeeding annual meeting of stockholders following their
     election, and (iii) the Class III directors shall be nominated for election
     for a term to expire at the first annual meeting of stockholders following
     their election. At each succeeding annual meeting of stockholders,
     directors shall be elected for a term to expire at the third succeeding
     annual meeting of stockholders following their election to succeed the
     directors of the class whose terms expire at such annual meeting. The
     number of directors of the Corporation may be increased or decreased by
     resolution of the Board of Directors of the Corporation. All directors of
     the Corporation shall hold office for the term for which they are elected
     or until their successors shall have been elected and qualified, whichever
     period is longer. The directors of the Corporation need not be residents of
     the State of Delaware.

3.   Except as modified by this Amendment No. 1, the Second Amended and Restated
     Bylaws of AirNet Communications Corporation shall remain in full force and
     effect.