SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 1)

NextWave Wireless Inc.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of class of securities)

(CUSIP number)

Marita Makinen, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(212) 310-8000

(Name, address and telephone number of person authorized to receive notices and communications)

October 9, 2008

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_].

CUSIP No. 65337Y102

13D

Page 2

1

NAME OF REPORTING PERSON:

Navation, Inc.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) x

(b) [__]

3

SEC USE ONLY

4

SOURCE OF FUNDS:

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

[_]

6

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF

SHARES

7

SOLE VOTING POWER:

0

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER:

21,190,298*

EACH

REPORTING

9

SOLE DISPOSITIVE POWER:

0

PERSON WITH

10

SHARED DISPOSITIVE POWER:

21,190,298*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 21,190,298*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

[_]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 19.4%

14

TYPE OF REPORTING PERSON:

CO

*As of October 9, 2008, Allen Salmasi, Nicole Salmasi and Navation, Inc. collectively were the shared beneficial owner of 15,093,874 shares of common stock of NextWave Wireless Inc., par value $0.001 (the “Common Stock”) and Third Lien Subordinated Secured Convertible Notes (“Exchange Notes”) in the principal amount of $67,365,488, which are convertible into 6,096,424 shares of Common Stock as of such date. The principal amount of the Exchange Note will be subject to increase to reflect payment-in-kind interest at a rate per annum of 7.5% as provided in the Exchange Note and accordingly the number of shares of Common Stock issuable upon exchange will be subject to increase as described herein. Allen Salmasi is also the sole beneficial owner of 8,932,248 shares of Common Stock (including 528,082 shares of Common Stock issuable upon exercise of stock options exercisable within 60 days).

For purposes of filing this Schedule 13D, we have calculated the number of shares of Common Stock beneficially owned by Allen Salmasi, Nicole Salmasi and Navation, Inc. as if all of the options and Exchange Notes of NextWave Wireless Inc. beneficially owned by such persons have been exercised or converted, as applicable.

CUSIP No. 65337Y102

13D

Page 3

1

NAME OF REPORTING PERSON:

Allen Salmasi

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) x

(b) [__]

3

SEC USE ONLY

4

SOURCE OF FUNDS:

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

[_]

6

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

NUMBER OF

SHARES

7

SOLE VOTING POWER:

8,932,248

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER:

21,190,298*

EACH

REPORTING

9

SOLE DISPOSITIVE POWER:

8,932,248

PERSON WITH

10

SHARED DISPOSITIVE POWER:

21,190,298*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 30,122,546*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

[_]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.5%

14

TYPE OF REPORTING PERSON:

IN

*As of October 9, 2008, Allen Salmasi, Nicole Salmasi and Navation, Inc. collectively were the shared beneficial owner of 15,093,874 shares of common stock of NextWave Wireless Inc., par value $0.001 (the “Common Stock”) and Third Lien Subordinated Secured Convertible Notes (“Exchange Notes”) in the principal amount of $67,365,488, which are convertible into 6,096,424 shares of Common Stock as of such date. The principal amount of the Exchange Note will be subject to increase to reflect payment-in-kind interest at a rate per annum of 7.5% as provided in the Exchange Note and accordingly the number of shares of Common Stock issuable upon exchange will be subject to increase as described herein. Allen Salmasi is also the sole beneficial owner of 8,932,248 shares of Common Stock (including 528,082 shares of Common Stock issuable upon exercise of stock options exercisable within 60 days).

For purposes of filing this Schedule 13D, we have calculated the number of shares of Common Stock beneficially owned by Allen Salmasi, Nicole Salmasi and Navation, Inc. as if all of the options and Exchange Notes of NextWave Wireless Inc. beneficially owned by such persons have been exercised or converted, as applicable.

CUSIP No. 65337Y102

13D

Page 4

1

NAME OF REPORTING PERSON:

Nicole Salmasi

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) x

(b) [__]

3

SEC USE ONLY

4

SOURCE OF FUNDS:

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

[_]

6

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

NUMBER OF

SHARES

7

SOLE VOTING POWER:

0

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER:

21,190,298*

EACH

REPORTING

9

SOLE DISPOSITIVE POWER:

0

PERSON WITH

10

SHARED DISPOSITIVE POWER:

21,190,298*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 21,190,298*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

[_]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 19.4%

14

TYPE OF REPORTING PERSON:

IN

*As of October 9, 2008, Allen Salmasi, Nicole Salmasi and Navation, Inc. collectively were the shared beneficial owner of 15,093,874 shares of common stock of NextWave Wireless Inc., par value $0.001 (the “Common Stock”) and Third Lien Subordinated Secured Convertible Notes (“Exchange Notes”) in the principal amount of $67,365,488, which are convertible into 6,096,424 shares of Common Stock as of such date. The principal amount of the Exchange Note will be subject to increase to reflect payment-in-kind interest at a rate per annum of 7.5% as provided in the Exchange Note and accordingly the number of shares of Common Stock issuable upon exchange will be subject to increase as described herein. Allen Salmasi is also the sole beneficial owner of 8,932,248 shares of Common Stock (including 528,082 shares of Common Stock issuable upon exercise of stock options exercisable within 60 days).

For purposes of filing this Schedule 13D, we have calculated the number of shares of Common Stock beneficially owned by Allen Salmasi, Nicole Salmasi and Navation, Inc. as if all of the options and Exchange Notes of NextWave Wireless Inc. beneficially owned by such persons have been exercised or converted, as applicable.

Item 4.

Purpose of Transaction.

Item 5.

Interest in Securities of the Issuer.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 7.

Materials to be Filed as Exhibits.

Exhibit No.

Exhibit 1

Third Lien Subordinated Exchange Note Exchange Agreement, dated October 9, 2008, among the Company, as issuer, NextWave LLC, certain subsidiary guarantors, the purchasers party thereto, and The Bank of New York Mellon, as collateral agent

By:

   /s/  Allen Salmasi

By:

   /s/  Nicole Salmasi

By:

   /s/  Allen Salmasi

Name:

Allen Salmasi

Title:

Chief Executive Officer

Date:

October 14, 2008