SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                 SCHEDULE l3D/A
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                      NORTHPOINT COMMUNICATIONS GROUP, INC.
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                                (Name of Issuer)

                     Common Stock, par value $.001 per share
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                         (Title of Class of Securities)

                                   666610 10 0
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                                 (CUSIP Number)
                                                     with a copy to:
      Jonathan Gallen                                Robert G. Minion, Esq.
      450 Park Avenue                                Lowenstein Sandler PC
      28th Floor                                     65 Livingston Avenue
      New York, New York  10022                      Roseland, New Jersey  07068
      (212) 891-2132                                 (973) 597-2424
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                 (Name, Address and Telephone Number of Persons
                Authorized to Receive Notices and Communications)

                                January 11, 2002
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             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following box. [ ]

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule,  including all exhibits.  See Section  240.13d-7(b)  for
other parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).






Cusip No.  666610 10 0
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 1)   Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
     (entities only):

                                 Jonathan Gallen
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 2)   Check the Appropriate Box if a Member of a Group (See Instructions):
            (a)                        Not
            (b)                     Applicable
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 3)   SEC Use Only
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 4)   Source of Funds (See Instructions):  WC, PF
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 5)   Check if Disclosure  of Legal Proceedings  is Required  Pursuant to  Items
      2(d) or 2(e):       Not Applicable
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 6)   Citizenship or Place of Organization:     United States
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      Number of                           7) Sole Voting Power:              *
                                             -----------------------------------
      Shares Beneficially                 8) Shared Voting Power:            *
                                             -----------------------------------
      Owned by
      Each Reporting                      9) Sole Dispositive Power:         *
                                             -----------------------------------
      Person With:                       10) Shared Dispositive Power:       *
                                             -----------------------------------
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 11)  Aggregate Amount Beneficially Owned by Each Reporting Person:  10,715,000*
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 12)  Check if the  Aggregate Amount  in Row (11)  Excludes Certain Shares  (See
      Instructions):         Not Applicable
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 13)  Percent of Class Represented by Amount in Row (11):     8.0%*
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 14)  Type of Reporting Person (See Instructions):       IA, IN
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* As  of  January  11,  2002,  Pequod  Investments,  L.P.,  a New  York  limited
partnership ("Pequod"),  was the holder of 6,030,000 shares of the Common Stock,
par value $0.001 per share (the "Shares"),  of NorthPoint  Communications Group,
Inc. and Pequod  International,  Ltd., a corporation organized under the laws of
the Bahamas  ("International"),  was the holder of  2,970,000  Shares.  Jonathan
Gallen  possesses  sole power to vote and direct the  disposition  of all Shares
held by Pequod Investments, L.P. and Pequod International,  Ltd. In addition, as
of such date,  1,715,000  Shares were held  individually by Mr. Gallen and/or by
third parties for whom Mr. Gallen  exercises sole voting and investment  control
with  respect to such  Shares  (collectively,  the  "Accounts").  Thus,  for the
purposes of Reg. Section 240.13d-3, as of January 11, 2002, Mr. Gallen is deemed
to beneficially own 10,715,000 Shares.






Item 5.  Interest in Securities of the Issuer.
         ------------------------------------

         Based  upon  the  Company's  Quarterly  Report  on  Form 10-Q  for  the
quarterly period ended September 30, 2000, there were 133,452,767  Shares issued
and  outstanding as of October 31, 2000. As of January 11, 2002,  Pequod was the
holder of 6,030,000 Shares and International was the holder of 2,970,000 Shares.
In  addition,  as of such  date,  1,715,000  Shares  were held by the  Accounts.
Jonathan  Gallen  possesses sole power to vote and direct the disposition of all
Shares held by Pequod,  International and the Accounts.  Thus, as of January 11,
2002,  for the  purposes  of Reg.  Section  240.13d-3,  Mr.  Gallen is deemed to
beneficially own 10,715,000 Shares, or 8.0% of the Shares issued and outstanding
as of that date.

         Since the filing of  the Schedule 13D by Mr. Gallen as of  December 13,
2001,  the  only  transactions  in  Shares,  or  securities   convertible  into,
exercisable  for or  exchangeable  for  Shares,  by Mr.  Gallen or any person or
entity  controlled by him or any person or entity for which he possesses  voting
or investment  control over the  securities  thereof,  were the January 11, 2002
sales at $0.22 per Share in ordinary  brokers  transactions of 670,000,  330,000
and 1,285,000 Shares by Pequod, International and the Accounts, respectively.






                                    Signature

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


                                         January 13, 2002


                                          /s/ Jonathan Gallen
                                         ---------------------------------------
                                         Jonathan Gallen,  individually  and  in
                                         his capacity as the  investment advisor
                                         for Pequod  Investments,  L.P.,  Pequod
                                         International,  Ltd.  and  the Accounts


      Attention: Intentional misstatements or omissions of fact constitute
               Federal criminal violations (See, 18 U.S.C. 1001).