SECURITIES
AND EXCHANGE COMMISSION

Washington,
DC 20549

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FORM 10-K/A
Amendment No. 1

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Commission file number 0-24673

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METAWAVE COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)

|Delaware
 (State or other jurisdiction 
  of incorporation or organization) | 91-1673152
  (IRS Employer 
Identification No.)
|--------------------------------------------------------------------------- | -----------------------------------------------

10735
Willows Road NE Redmond, WA 98052(Address of principal executive offices, including zip code)

(425) 702-56002
(Registrants telephone number, including area code)

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# Securities registered pursuant to Section 12(b) of the Act:

# None

# Securities registered pursuant to Section 12(g) of the Act:

Common Stock, Par Value $0.0001(Title of Class)

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Indicate by check mark whether the  registrant:  (1) has filed all reports  required to be filed by Section 13
or 15(d) of the  Securities  Exchange Act of 1934 during the  preceding 12 months (or for such shorter  period that
the  registrant was required to file such reports),  and (2) has been subject to such filing  requirements  for the
past 90 days. Yes [X] No [   ]

Indicate by check mark if  disclosure  of  delinquent  filers  pursuant to Item 405 of  Regulation  S-K is not
contained  herein,  and will not be contained,  to the best of the registrant's  knowledge,  in definitive proxy or
information  statements  incorporated  by  reference  in Part III of this Form 10-K or any  amendment  to this Form
10-K. |X|

METAWAVE
COMMUNICATIONS CORPORATION
INDEX

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

- Signatures
- Certifications
- Exhibit Index
- Exhibit 10.36
- Exhibit 99.1
- Exhibit 99.2

This amendment on
Form 10-K/A amends the Annual Report of Metawave Communications Corporation
on Form 10-K previously filed for the fiscal year ended December 31, 2001
(the Prior Report). Except as specifically indicated herein, no
other information included in the Prior Report on Form 10-K is amended by
this Form 10-K/A.

Item 14,
Exhibits, Financial Statement Schedules, and Reports on
Form 8-K, is hereby amended for the sole purpose of amending Exhibit
10.36 and that all prior exhibits are as filed with the Prior Report and that
except as specifically set forth in Exhibit 10.36, no other information included
in the Prior Report is amended by this form 10-K/A.

Item 14. Exhibits, Financial Statement, Schedules and Reports on Form 8-K
               
                  (a) Documents Filed as part of this report:

(3)
Exhibits are incorporated herein by reference or are filed with this report as
indicated below (numbered in accordance with Item 601 of Regulation S-K).

|Exhibit
         Number | Description                                                                                                                                   
|----------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------
|10.36 *                 | Supply Agreement between the Registrant and Crown Castle dated February 26, 2002.                                                             
|99.1                    | Certification                                                                                                                                 
|99.2                    | Certification                                                                                                                                 
|*                       | Confidential treatment has been requested with respect to certain portions of
this Exhibit which has been filed separately with the Commission

# SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized, as of October 30, 2002.

|                       |                                     
|---------------------- | ------------------------------------
|                       | METAWAVE COMMUNICATIONS CORPORTATION
|                       |                                     
|                       |                                     
|                       |                                     
|                       | /s/ GARY FLOOD                      
|                       |                                     
|                       | Gary Flood                          
|                       | Chief Executive Officer             
|                       | (Principal Executive Officer)       
|                       |                                     
|                       |                                     
|Date: October 30, 2002 |                                     

# CERTIFICATIONS

|                             |                                                                                                                                                                                                                                                                                                                                     
|---------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|I, Gary Flood, certify that:
|1                            | I have reviewed this annual report on Form 10-K, as amended, for Metawave Communications Corporation;                                                                                                                                                                                                                               
|2.                           | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state
    a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
    misleading with respect to the period covered by this annual report; and
|3.                           | Based on my knowledge, the financial statements, and other financial information included in this annual report,
 fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
 and for, the periods presented in this annual report.                             

|                       |                              
|---------------------- | -----------------------------
|                       | /s/ GARY FLOOD               
|                       |                              
|                       | Gary Flood                   
|                       | Chief Executive Officer      
|                       | (Principal Executive Officer)
|                       |                              
|                       |                              
|Date: October 30, 2002 |                              

|                                  |                                                                                                                                                                                                                                                                                                                                     
|--------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|I, Larry R. Scheer, certify that:
|1                                 | I have reviewed this annual report on Form 10-K, as amended, for Metawave Communications Corporation;                                                                                                                                                                                                                               
|2.                                | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state
    a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
    misleading with respect to the period covered by this annual report; and
|3.                                | Based on my knowledge, the financial statements, and other financial information included in this annual report,
 fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
 and for, the periods presented in this annual report.                             

|                       |                                             
|---------------------- | --------------------------------------------
|                       | /s/ LARRY R. SCHEER                         
|                       |                                             
|                       | Larry R. Scheer                             
|                       | Vice President of Finance                   
|                       | (Principal Financial and Accounting Officer)
|                       |                                             
|                       |                                             
|Date: October 30, 2002 |                                             

EXHIBIT INDEX

|Exhibit
         Number | Description                                                                                                                                   
|----------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------
|10.36 *                 | Supply Agreement between the Registrant and Crown Castle dated February 26, 2002.                                                             
|99.1                    | Certification                                                                                                                                 
|99.2                    | Certification                                                                                                                                 
|*                       | Confidential treatment has been requested with respect to certain portions of
this Exhibit which has been filed separately with the Commission

Exhibit 99.1

Metawave Communications Corporation

CERTIFICATION PURSUANT TO
                                                        18 U.S.C. SECTION 1350,
                                                        AS ADOPTED PURSUANT TO
                                             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the
Annual Report of Metawave Communications Corporation (the
Company) on Form 10K/A for the fiscal year ended December 31, 2001, as filed
with the Securities and Exchange Commission on the date hereof (the
Report), I, Gary Flood, Chief Executive Officer of th Company  certify, pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to my knowledge:

(1)      The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)      The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

/s/ Gary Flood
Gary Flood
Chief Executive Officer
October 30, 2002

Exhibit 99.2

Metawave Communications Corporation

CERTIFICATION PURSUANT TO
                                                        18 U.S.C. SECTION 1350,
                                                        AS ADOPTED PURSUANT TO
                                             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the
Annual Report of Metawave Communications Corporation (the
Company) on Form 10-K/A for the fiscal year ended December 31, 2001, as filed
with the Securities and Exchange Commission on the date hereof (the
Report), I, Larry R. Scheer, Vice President of Finance (Principal
Financial and Accounting Officer) of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to my knowledge:

(1)      The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)      The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

/s/ Larry R. Scheer
Larry R. Scheer
Vice President of Finance (Principal Financial and Accounting Officer)
October 30, 2002