FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Avenue Capital Management II, L.P. (Last) (First) (Middle) 535 MADISON AVENUE 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NextWave Wireless Inc. [ WAVE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/09/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Senior Convertible Preferred Stock	$11.05	10/09/2008		D(1)			48,739	03/28/2007	(2)	Common Stock	4,952,227(3)	$1,000	0	D(4)
Series A Senior Convertible Preferred Stock	$11.05	10/09/2008		D(1)			22,294	03/28/2007	(2)	Common Stock	2,265,227(3)	$1,000	0	D(5)
Series A Senior Convertible Preferred Stock	$11.05	10/09/2008		D(1)			13,726	03/28/2007	(2)	Common Stock	1,394,658(3)	$1,000	0	D(6)
Series A Senior Convertible Preferred Stock	$11.05	10/09/2008		D(1)			15,241	03/28/2007	(2)	Common Stock	1,548,593(3)	$1,000	0	D(7)
Third Lien Subordinated Secured Convertible Note Due 2011	$11.05	10/09/2008		A(1)		$65,666,531		10/09/2008	12/31/2011	Common Stock	5,942,672(8)	$1,000	5,942,672	D(4)
Third Lien Subordinated Secured Convertible Note Due 2011	$11.05	10/09/2008		A(1)		$30,036,924		10/09/2008	12/31/2011	Common Stock	2,718,273(8)	$1,000	2,718,273	D(5)
Third Lien Subordinated Secured Convertible Note Due 2011	$11.05	10/09/2008		A(1)		$18,493,174		10/09/2008	12/31/2011	Common Stock	1,673,590(8)	$1,000	1,673,590	D(6)
Third Lien Subordinated Secured Convertible Note Due 2011	$11.05	10/09/2008		A(1)		$20,534,348		10/09/2008	12/31/2011	Common Stock	1,858,312(8)	$1,000	1,858,312	D(7)
Common Stock Warrant (right to buy)	$0.01	10/09/2008		A(9)		$30,000,000		10/09/2008	10/09/2011	Common Stock	30,000,000	$0	30,000,000	D(10)

1. Name and Address of Reporting Person* Avenue Capital Management II, L.P. (Last) (First) (Middle) 535 MADISON AVENUE 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Avenue International Master, L.P. (Last) (First) (Middle) 535 MADISON AVENUE 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* AVENUE INVESTMENTS LP (Last) (First) (Middle) 535 MADISON AVENUE 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Avenue Special Situations Fund IV LP (Last) (First) (Middle) 535 MADISON AVENUE 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Avenue CDP Global Opportunities Fund LP (Last) (First) (Middle) 535 MADISON AVENUE 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Avenue AIV US, L.P. (Last) (First) (Middle) 535 MADISON AVENUE 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. On October 9, 2008, NextWave Wireless Inc. (the "Company") entered into a Third Lien Subordinated Exchange Note Exchange Agreement among the Company, as issuer, NextWave Wireless LLC ("NextWave LLC"), a wholly-owned subsidiary of the Company, the guarantors named therein and the purchasers party thereto, and The Bank of New York Mellon, as collateral agent pursuant to which the purchasers party thereto exchanged their holdings of Series A Senior Convertible Preferred Stock for Third Lien Subordinated Secured Convertible Notes due 2011 (the "Third Lien Notes").

2. The Series A Senior Convertible Preferred Stock has no expiration date.

3. The number of shares represents the accreted liquidation preference plus accrued dividends as of October 9, 2008 divided by the conversion price per share of $11.05.

4. The securities are owned directly by Avenue International Master, L.P. ("Avenue International").

5. The securities are owned directly by Avenue Investments, L.P. ("Avenue Investments").

6. The securities are owned directly by Avenue Special Situations Fund IV, L.P. ("Avenue Special Situations").

7. The securities are owned directly by Avenue CDP Global Opportunities Fund, L.P. ("Avenue Global Opportunities").

8. The number of shares reflects the principal amount of the Third Lien Notes divided by the conversion price of $11.05.

9. On October 9, 2008, Avenue AIV US, L.P. ("Avenue AIV" and together with Avenue International, Avenue Investments, Avenue Special Situations, and Avenue Global Opportunities, the "Funds") entered into a Warrant Agreement with the Company pursuant to which the Company issued to Avenue AIV warrants to purchase in the aggregate 30,000,000 shares of common stock (subject to adjustment as provided in the Warrant Agreement). The warrants were issued to Avenue AIV as a condition to Avenue AIV's purchase of Senior Subordinated Secured Second Lien Notes in the aggregate principal amount of $78,947,367.75 from NextWave LLC.

10. The securities are owned directly by Avenue AIV.

Remarks:

This report is jointly filed by Avenue Capital Management II, L.P. ('Adviser") and the Funds, each of which may be deemed a director of the Issuer by virtue of their relationship with Mr. Symington, a director of the Issuer and an employee of Adviser, the

	Avenue Capital Management II, L.P. By: Avenue Capital Management II GenPar, LLC , its General Partner By: /s/ Sonia Gardner, Member	11/13/2008
	Avenue International Master, L.P. By: Avenue International Master Fund GenPar, Ltd., its General Partner By: /s/ Sonia Gardner, Director	11/13/2008
	Avenue Investments, L.P. By: Avenue Partners, LLC its General Partner By: /s/ Sonia Gardner, Member	11/13/2008
	Avenue Special Situations Fund IV, L.P. By: Avenue Capital Partners IV, LLC, its General Partner By: GL Partners IV, LLC, its Managing Member By: /s/ Sonia Gardner, Member	11/13/2008
	Avenue CDP Global Opportunities Fund, L.P. By: Avenue Global Opportunities Fund GenPar, LLC, its General Partner By: /s/ Sonia Gardner, Member	11/13/2008
	Avenue AIV US, L.P. By: Avenue AIV US GenPar, LLC, its General Partner By: /s/ Sonia Gardner, Member	11/13/2008
	** Signature of Reporting Person	Date
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