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                                                                   EXHIBIT 10.35

                    AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
                    ---------------------------------------

          This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, made as of April 17,
2000 (the "Effective Date"), is entered into by and between NorthPoint
Communications, Inc. (the "Company") and Herman W. Bluestein (the "Executive").

          WHEREAS, the Company and Executive are parties to that certain
Employment Agreement dated as of March 7, 2000 (the "Original Employment
Agreement").

          WHEREAS, the Company and Executive wish to amend the Original
Employment Agreement to revise Executive's salary and title.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties agree as follows:

1.  Amendment to Section 2. Section 2 of the Original Employment Agreement is
hereby amended by deleting such section in its entirety and inserting in its
place the following:

     "2.  Job Duties.  Executive shall serve as the Executive Vice President and
Chief Development Officer of the Company and shall, in such capacity, report
directly to the President and Chief Executive Officer. In his capacity as
Executive Vice President and Chief Development Officer of the Company, Executive
shall devote substantially all of his time and attention to the business and
affairs of the Company."

2.  Successors and Assigns.  The provisions of this Amendment shall inure to the
benefit of, and shall be binding upon, the Company, its successors and assigns,
and the Executive, the personal representative of his estate and his heirs and
legatees; provided, however, Executive may not assign, transfer or delegate his
rights or obligations hereunder and any attempt to do so shall be void.

3.  Governing Document; Effect of Amendment.  This Amendment, the Original
Employment Agreement and the Purchase Agreement, and all other exhibits and
attachments thereto, constitute the entire agreement and understanding of the
Company and Executive with respect to the terms and conditions of Executive's
employment with the Company and the payment of severance and other benefits, and
supersedes all prior and contemporaneous written or verbal agreements and
understandings between Executive and the Company relating to such subject
matter.  Where the terms of the Purchase Agreement conflict with the terms of
the Original Employment Agreement, as amended by this Amendment, the terms of
the Original Employment Agreement shall control. Any and all prior agreements,
understandings or representations relating to Executive's employment with the
Company are hereby terminated and cancelled in their entirety and are of no
further force or effect.  On and after the date hereof, each reference in the
Original Employment Agreement to the "Employment Agreement" or the "Agreement"
shall mean the Original Employment Agreement as amended hereby.  Except as
specifically amended above, the Original Employment Agreement shall remain in
full force and effect and is hereby ratified and confirmed.
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4.  Governing Law.  The provisions of this Amendment shall be construed and
interpreted under the laws of the State of California applicable to agreements
executed and to be wholly performed within the State of California. If any
provision of this Amendment as applied to any party or to any circumstance
should be adjudged by a court of competent jurisdiction to be void or
unenforceable for any reason, the invalidity of that provision shall in no way
affect (to the maximum extent permitted by law) the application of such
provision under circumstances different from those adjudicated by the court, the
application of any other provision of this Amendment, or the enforceability or
invalidity of this Amendment as a whole.  Should any provision of this Amendment
become or be deemed invalid, illegal or unenforceable in any jurisdiction by
reason of the scope, extent or duration of its coverage, then such provision
shall be deemed amended to the extent necessary to conform to applicable law so
as to be valid and enforceable or, if such provision cannot be so amended
without materially altering the intention of the parties, then such provision
shall be stricken and the remainder of this Amendment shall continue in full
force and effect.

5.  Counterparts.  This Amendment may be executed in more than one counterpart,
each of which shall be deemed an original, but all of which together shall
constitute but one and the same instrument.

6.  No Other Amendments.  Except as specifically provided in this Amendment, no
amendments, revisions or changes are made to the Original Employment Agreement.
All other terms and conditions of the Original Employment Agreement remain in
full force and effect and apply fully to this Amendment.

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to Employment Agreement as of the day and year first above written.

                                 NORTHPOINT COMMUNICATIONS, INC.

                                 By  /s/ NorthPoint Communications, Inc.
                                     -----------------------------------
                                     Name: Authorized Signatory
                                     Title:

                                 EXECUTIVE:

                                    /s/ Herman W. Bluestein
                                    ------------------------------------
                                    (Signature)


                                    /s/ Herman W. Bluestein
                                    ------------------------------------
                                    (Print Name)


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