8-K

		SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
		FORM 8-K
		Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
	Date of Report (Date of earliest event reported): September 18, 2001
Metawave Communications Corporation (Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)					0-24673 (Commission File Number)	91-1673152 (I.R.S. Employer Identification No.)
				10735 Willows Road NE, Redmond, WA 98052 (Address of principal executive offices)(Zip Code)
			(425) 702-5600 (Registrant's telephone number, including area code)

Item 5.				Other Events.
	On September 19, 2001, Metawave Communications Corporation (the "Company") issued 480,075 shares of the Company's common stock to Pine Ridge Financial, Ltd. ("Pine Ridge") pursuant to a purchase agreement entered into on September 18, 2001 between the Company and Pine Ridge. In connection with this sale, the Company entered into an engagement letter with Wharton Capital Partners Ltd. and Wharton Capital Markets, LLC (together, "Wharton") pursuant to which Wharton acted as financial consultant and placement agent. The full text of the purchase agreement and engagement letter in connection with the foregoing are filed as Exhibit 99.1 and Exhibit 99.2, respectively.           On September 24, 2001, the Company issued 500,000 shares of its common stock to Acqua Wellington North American Equities Fund Ltd. ("Acqua Wellington") pursuant to a purchase agreement entered into on September 21, 2001 between the Company and Acqua Wellington. The full text of the purchase agreement in connection with the foregoing is filed as Exhibit 99.3.           The shares of the Company common stock sold to Pine Ridge and Acqua Wellington are registered under our Registration Statement on Form S-3 (Registration No. 333-61470).
Item 7.				Financial Statements and Exhibits
	(c)	Exhibits.
			99.1		Purchase Agreement between Metawave Communications Corporation and to Pine Ridge Financial, Ltd. dated September 18, 2001.
			99.2		Engagement Letter between Metawave Communications Corporation, Wharton Capital Partners Ltd. and Wharton Capital Markets, LLC dated August 31, 2001.
			99.3		Purchase Agreement between Metawave Communications Corporation and Acqua Wellington North American Equities Fund Ltd. dated September 21, 2001.

	SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
		METAWAVE COMMUNICATIONS CORPORATION (Registrant)
Date: September 13, 2001		By:  /s/ Kathryn Surace-Smith                         Kathryn Surace-Smith           Vice President, General Counsel           and Secretary

	INDEX TO EXHIBITS
Exhibit Number	Description
99.1	Purchase Agreement between Metawave Communications Corporation and to Pine Ridge Financial, Ltd. dated September 18, 2001.
99.2	Engagement Letter between Metawave Communications Corporation, Wharton Capital Partners Ltd. and Wharton Capital Markets, LLC dated August 31, 2001.
99.3	Purchase Agreement between Metawave Communications Corporation and Acqua Wellington North American Equities Fund Ltd. dated September 21, 2001.

EX-99.1

                                               September 18, 2001


Pine Ridge Financial, Ltd.
c/o Cavallo Capital Corp.
660 Madison Avenue
New York, NY 10021

Dear Sirs:

     This   letter  sets  forth  the  agreement  of  Pine   Ridge
Financial,  Ltd.  (the  "Purchaser") and Metawave  Communications
Corporation  (the  "Company")  regarding  the  purchase  by   the
Purchaser  from  the  Company of shares of the  Company's  common
stock, $0.0001 par value (the "Common Stock"), on the date hereof
(the "Agreement").  The parties agree as follows:

1.    This Agreement relates to the purchase by the Purchaser  of
480,075 shares of Common Stock at a per share price of $2.09  for
an  aggregate purchase price of  $1,003,357.00, which purchase is
to  be  settled by the parties on Wednesday, September  19,  2001
(the  "Settlement  Date").  On the Settlement Date,  the  Company
will  deliver the shares of Common Stock to be purchased pursuant
to  the  terms hereof to the Purchaser via DWAC to a DTC  account
designated  by the Purchaser and the Purchaser will wire  to  the
Company the aggregate purchase price therefor.

2.   The Company represents and warrants that: (a) the Company is
a  corporation duly incorporated, validly existing  and  in  good
standing  under  the laws of Delaware, (b) the  Company  has  the
requisite corporate power and authority to enter into and perform
this  Agreement  and  to  issue and  sell  the  Common  Stock  in
accordance with the terms hereof, (c) the execution, delivery and
performance of this Agreement by the Company and the consummation
by  it of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action, (d) a  copy
of the duly executed resolutions of the Board of Directors of the
Company is attached hereto as Exhibit "A," (e) this Agreement has
been  duly executed and delivered on behalf of the Company  by  a
duly  authorized officer  and (f) this Agreement constitutes,  or
shall constitute when executed and delivered, a valid and binding
obligation  of  the Company enforceable against  the  Company  in
accordance with its terms

3.   The Company represents and warrants that the Common Stock to
be  issued under this Agreement has been duly authorized  by  all
necessary  corporate  action and, when  paid  for  or  issued  in
accordance  with  the  terms hereof, the Common  Stock  shall  be
validly  issued  and outstanding, fully paid,  nonassessable  and
free  and  clear  of  all liens, encumbrances,  rights  of  first
refusal  and  trading restrictions, and the  Purchaser  shall  be
entitled to all rights accorded to a holder of Common Stock.

4.    The Company represents and warrants that: (a) the shares of
Common  Stock  to  be  issued by the  Company  to  the  Purchaser
hereunder have been registered under the Securities Act of  1933,
as  amended  (the "Securities Act"), pursuant to  a  registration
statement  on  Form  S-3, Commission File Number  333-61470  (the
"Registration Statement"); and (b) the Company has filed or  will
file   with   the   Securities   an  Exchange   Commission   (the
"Commission")   a  prospectus  supplement  to  the   Registration
Statement  in  connection  with  this  transaction  and  on   the
Settlement  Date, the Company shall deliver to  the  Purchaser  a
copy of such prospectus supplement.

5.    The  Company  represents and warrants that  the  execution,
delivery and performance of this Agreement by the Company and the
consummation  by  the  Company  of the  transaction  contemplated
hereby  does  not and will not (i) conflict with or  violate  any
provision   of   the  Company's  certificate   or   articles   of
incorporation, bylaws or other charter documents (each as amended
through the date hereof), or (ii) conflict with, or constitute  a
default  (or an event which with notice or lapse of time or  both
would  become a default) under, or give to others any  rights  of
termination,  amendment, acceleration or  cancellation  (with  or
without notice, lapse of time or both) of, any agreement,  credit
facility,   debt  or other instrument or other  understanding  to
which the Company is a party or by which any material property or
asset of the Company is bound or affected, or (iii) result  in  a
violation   of  any  law,  rule,  regulation,  order,   judgment,
injunction,  decree or other restriction of any court  or  govern
mental  authority  to  which the Company  is  subject  (including
federal and state securities laws and regulations).

6.    Except  for certain fees payable by the Company to  Wharton
Capital Partners, Ltd. and Wharton Capital Markets, LLC, no  fees
or  commissions  will be payable by the Company  to  any  broker,
financial   advisor  or  consultant,  finder,  placement   agent,
investment  banker,  bank or other Person  with  respect  to  the
transactions contemplated by this Agreement.  The Purchaser shall
have  no  obligation with respect to any fees or with respect  to
any  claims made by or on behalf of other persons for fees  of  a
type contemplated in this paragraph that may be due in connection
with  the  transactions  contemplated  by  this  Agreement.   The
Company  shall  indemnify and hold harmless  the  Purchaser,  its
employees,  officers, directors, agents, partners and affiliates,
from  and  against all claims, losses, damages, costs  (including
the  costs  of  preparation  and attorney's  fees)  and  expenses
suffered in respect of any such claimed or existing fees, as such
fees and expenses are incurred.

7.    The Company has taken or will take all action necessary  on
its  part to list the shares of Common Stock for trading  on  the
NASDAQ system or any relevant market or system, if applicable.

8.    The  Company will continue to take all action necessary  to
continue the listing or trading of the Common Stock on the NASDAQ
National  Market or any relevant market or system, if applicable,
and  will  comply  in all respects with the Company's  reporting,
listing (including, without limitation, the listing of the Common
Stock purchased by the Purchaser) or other obligations under  the
rules  of  the NASDAQ National Market or any relevant  market  or
system.

9.   The Company has delivered or made available to the Purchaser
true and complete copies of the filings filed with the Commission
since December 31, 2000 (collectively, the "Commission Filings").
The  Company  has  not provided to the Purchaser any  information
which,  according  to applicable law, rule or regulation,  should
have  been  disclosed publicly by the Company but which  has  not
been  so  disclosed, other than with respect to the  transactions
contemplated  by  this Agreement.  As of their respective  dates,
each  of the Commission Filings complied in all material respects
with the requirements of the Securities Exchange Act of 1934 (the
"Exchange  Act") and the rules and regulations of the  Commission
promulgated  thereunder and other federal, state and local  laws,
rules  and regulations applicable to such documents, and,  as  of
their  respective dates, none of the Commission Filings  referred
to  above  contained any untrue statement of a material  fact  or
omitted to state a material fact required to be stated therein or
necessary  in order to make the statements therein, in  light  of
the  circumstances  under which they were made,  not  misleading.
The   financial  statements  of  the  Company  included  in   the
Commission  Filings  comply as to form in all  material  respects
with  applicable accounting requirements and the published  rules
and  regulations of the Commission or other applicable rules  and
regulations  with  respect thereto. No event or circumstance  has
occurred   or  exists  with  respect  to  the  Company   or   its
subsidiaries   or   their   respective  businesses,   properties,
prospects,  operations  or  financial  condition,  which,   under
applicable law, rule or regulation, requires public disclosure or
announcement  by the Company but which has not been  so  publicly
announced or disclosed.

10.   The Company will promptly notify the Purchaser of: (a)  any
stop  order  or  other  suspension of the  effectiveness  of  the
Registration Statement and (b) the happening of any  event  as  a
result  of  which  the  prospectus included in  the  Registration
Statement  includes  an untrue statement of a  material  fact  or
omits to state a material fact required to be stated therein,  or
necessary  to  make  the  statements therein,  in  light  of  the
circumstances under which they were made, not misleading.

11.   The Company may not issue a press release or otherwise make
a public statement or announcement with respect to the completion
of  the transaction contemplated hereby without the prior consent
of the Purchaser.

12.   The  Company will indemnify the Purchaser  as  provided  in
Exhibit "B" attached hereto against liability with respect to the
Registration   Statement  (including,  without  limitation,   the
prospectus  supplement) relating to the shares  of  Common  Stock
sold by the Company to the Purchaser hereunder.  For purposes  of
said Exhibit B, capitalized terms used therein without definition
shall  have  the  same meanings therein as are ascribed  to  said
terms in this Agreement.

13.   This Agreement and the legal relations between the  parties
hereto  with  respect  to any purchase of  Common  Stock  by  the
Purchaser hereunder shall be governed and construed in accordance
with the substantive laws of the State of New York without giving
effect to the conflicts of law principles thereunder. Each  party
hereby  irrevocably submits to the exclusive jurisdiction of  the
state and federal courts sitting in the City of New York, borough
of Manhattan, for the adjudication of any dispute hereunder or in
connection  herewith or with any transaction contemplated  hereby
or discussed herein (including with respect to the enforcement of
this Agreement), and hereby irrevocably waives, and agrees not to
assert  in any suit, action or proceeding, any claim that  it  is
not  personally  subject to the jurisdiction of any  such  court,
that  such  suit, action or proceeding is improper.   Each  party
hereby  irrevocably  waives  personal  service  of  process   and
consents  to  process being served in any such  suit,  action  or
proceeding by mailing a copy thereof via registered or  certified
mail  or  overnight delivery (with evidence of delivery) to  such
party  at  the  address in effect for notices to  it  under  this
Agreement and agrees that such service shall constitute good  and
sufficient  service  of  process  and  notice  thereof.   Nothing
contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law.

14.   The  obligation  of the Purchaser to acquire  and  pay  for
shares  of  Common Stock under this Agreement on  the  Settlement
Date  is conditioned upon the Registration being effective as  to
all  such  shares and upon the Registration Statement  not  being
subject  to any actual, pending or threatened stop order  on  the
Settlement Date.

15.   The parties agree that the stock sale contemplated by their
agreement dated September 4, 2001 will not be consummated due  to
the  events  of September 11, 2001 and the subsequent closure  of
the NASDAQ.

Delivery  of  an  executed  copy of  a  signature  page  to  this
Agreement  by  facsimile  transmission  shall  be  effective   as
delivery of a manually executed copy of this Agreement and  shall
be  effective and enforceable as the original.  Please execute  a
copy  of  this  Agreement which, when executed by the  Purchaser,
will  constitute  an  agreement  between  the  Company  and   the
Purchaser.


                              Very truly yours,

                              METAWAVE COMMUNICATIONS CORPORATION


                                   By: /s/Kathryn Surace-Smith
                                   Name:  Kathryn Surace-Smith
                                   Title:VP, General Counsel &
Secretary


AGREED TO:

PINE RIDGE FINANCIAL, LTD.


  By: /s/ Kenneth L. Henderson
  Name: Kenneth L. Henderson
  Title: Attorney-in-Fact

EX-99.2

                     Metawave Communications
            10735 Willows Road NE, Redmond, WA  98052



August 31, 2001



Wharton Capital Partners, Ltd.
545 Madison Avenue
New York, NY  10022

Gentlemen:

This letter is to confirm that Wharton Capital Partners Ltd. and
Wharton Capital Markets, LLC ("Wharton") is authorized to act as
a financial consultant and/or placement agent for Metawave
Communications (MTWV) through September 13, 2001, in connection
with the purchase of up to $2.5 million of Common Stock of
Metawave by Cavallo Capital.

At the closing of the sale to Cavallo Capital, MTWV agrees to pay
to Wharton or its assignee a fee equal to 2 1/2% of the gross
transaction amount for such tranche, (of which Wharton Capital
Markets, LLC shall receive 1/2% as a placement agent fee) which
fee may be deducted from the closing proceeds at closing and/or
paid directly by Metawave.  The fees set forth above are due and
payable to Wharton irrespective of whether the transaction closes
during the term hereof or thereafter.

MTWV acknowledges that the relationships between Wharton and
Cavallo for the purposes contemplated by this transaction are
proprietary to Wharton and essential to its business.
Accordingly, MTWV agrees, to keep the names of investors
confidential, except for SEC reporting purposes or if legally
required and to a two-year period following the execution of this
agreement, that neither MTWV, nor any of its officers directors
or other representatives, will contact Cavallo, either directly
or indirectly, for the purpose of arranging any future financing
for MTWV or any of its affiliates, without the express written
consent of Wharton and without satisfactory compensation to
Wharton.  MTWV also agrees not to issue any press releases
relating to this transaction without the prior review of Wharton.


                           Page 1 of 2


MTWV represents it is free to enter into this transaction will
act in good faith and will not hinder Wharton's efforts
hereunder.  MTWV further agrees, in consideration of Wharton's
services as set forth above, that MTWV will indemnify and hold
harmless Wharton, its affiliates, officers, directors, members,
partners, agents, controlling persons and employees against any
and all losses, claims, damages or liabilities (collectively,
"Losses") incurred in connection with or as a result of either
its engagement hereunder of any matter referred to in this
engagement letter (except to the extent that any such Losses
result from the gross negligence or willful misconduct of Wharton
performing the services that are subject of this letter) and the
Company agrees that it will reimburse Wharton and such other
indemnified parties listed above for its and their legal and
other expenses.


Very truly yours,
METAWAVE COMMUNICATIONS


/s/ Kathryn Surace-Smith
-------------------------------
Authorized Signature

Kathryn Surace-Smith
Vice President, General Counsel
& Secretary
-------------------------------
Name and Title


         8-31-01
-------------------------------
Date

EX-99.3

                                             September 21, 2001


Acqua Wellington North American Equities Fund Ltd.
C/o Fortis Fund Services Ltd.
Montague Sterling Centre
East Bay Street, P.O. Box SS-6238
Nassau, Bahamas


Dear Sirs:

     This  letter  sets  forth the agreement of Acqua  Wellington
North  American Equities Fund Ltd. the ("Purchaser") and Metawave
Communications Corporation (the "Company") regarding the purchase
by  the Purchaser from the Company of the Company's common  stock
(the  "Common Stock") on the date hereof (the "Agreement").   The
parties agree as follows:

1.        This Agreement relates to the purchase by the Purchaser
     of  500,000 shares of Common Stock for an aggregate purchase
     price of $1,154,850, or $2.3097 per share, which purchase is
     being settled by the parties on Monday, September 24, 2001.

2.        The Company is a corporation duly incorporated, validly
     existing  and  in good standing under the laws of  Delaware.
     The  Company has the requisite corporate power and authority
     to  enter  into and perform this Agreement and to issue  and
     sell  the Common Stock in accordance with the terms  hereof.
     The execution, delivery and performance of this Agreement by
     the  Company  and the consummation by it of the transactions
     contemplated hereby have been duly and validly authorized by
     all necessary corporate action.  A copy of the duly executed
     resolutions  of  the Board of Directors of  the  Company  is
     attached  hereto  as Exhibit "B".  This Agreement  has  been
     duly  executed and delivered on behalf of the Company  by  a
     duly   authorized  officer.   A  copy  of  a  duly  executed
     incumbency  certificate  of  the Company's  duly  authorized
     officers  is attached hereto as Exhibit "C".  This Agreement
     constitutes,   or   shall  constitute  when   executed   and
     delivered,  a  valid and binding obligation of  the  Company
     enforceable against the Company in accordance with its terms

3.         The Common Stock to be issued under this Agreement has
     been  duly authorized by all necessary corporate action and,
     when paid for or issued in accordance with the terms hereof,
     the  Common  Stock shall be validly issued and  outstanding,
     fully  paid  and nonassessable, and the Purchaser  shall  be
     entitled to all rights accorded to a holder of Common Stock.

4.        The Company represents and warrants that (a) the shares
     of  Common Stock issued by the Company to the Purchaser have
     been registered under the Securities Act of 1933, as amended
     (the "Securities Act"), pursuant to a registration statement
     on   Form   S-3,  Commission  File  Number  333-61470   (the
     "Registration Statement"); and (b) the Company has filed  or
     will  file  a  prospectus  supplement  to  the  Registration
     Statement in connection with this transaction. Copies of the
     Registration  Statement and the prospectus supplement,  each
     as   filed   and  the  Registration  Statement  as  declared
     effective  by  the Securities and Exchange  Commission,  are
     annexed hereto as Exhibits "D" and "E", respectively.

5.        The Company has taken or will take all action necessary
     on  its  part to list the shares of Common Stock for trading
     on  the  NASDAQ system or any relevant market or system,  if
     applicable.   A  copy  of the Company's listing  application
     with  NASDAQ  or  any  other relevant market  or  system  is
     attached hereto as Exhibit "F."

6.         The Company will continue to take all action necessary
     to  continue the listing or trading of the Common  Stock  on
     the NASDAQ National Market or any relevant market or system,
     if  applicable,  and will comply in all  respects  with  the
     Company's reporting, listing (including, without limitation,
     the  listing of the Common Stock purchased by the Purchaser)
     or  other obligations under the rules of the NASDAQ National
     Market or any relevant market or system.

7.         The  Company  has delivered or made available  to  the
     Purchaser true and complete copies of the filings filed with
     the  Securities and Exchange Commission since  December  31,
     2000  (collectively, the "Commission Filings").  The Company
     has  not  provided  to the Purchaser any information  which,
     according to applicable law, rule or regulation, should have
     been  disclosed publicly by the Company but  which  has  not
     been   so  disclosed,  other  than  with  respect   to   the
     transactions contemplated by this Agreement.   As  of  their
     respective dates, each of the Commission Filings complied in
     all   material  respects  with  the  requirements   of   the
     Securities Exchange Act of 1934 (the "Exchange Act") and the
     rules   and   regulations  of  the  Commission   promulgated
     thereunder  and other federal, state and local  laws,  rules
     and  regulations applicable to such documents,  and,  as  of
     their  respective  dates,  none of  the  Commission  Filings
     referred  to  above  contained any  untrue  statement  of  a
     material  fact or omitted to state a material fact  required
     to  be  stated  therein or necessary in order  to  make  the
     statements  therein,  in  light of the  circumstances  under
     which   they  were  made,  not  misleading.   The  financial
     statements of the Company included in the Commission Filings
     comply  as  to form in all material respects with applicable
     accounting   requirements  and  the  published   rules   and
     regulations of the Commission or other applicable rules  and
     regulations  with respect thereto. No event or  circumstance
     has  occurred or exists with respect to the Company  or  its
     subsidiaries  or  their  respective businesses,  properties,
     prospects,  operations or financial condition, which,  under
     applicable   law,   rule  or  regulation,  requires   public
     disclosure or announcement by the Company but which has  not
     been so publicly announced or disclosed.

8.         The Company will promptly notify the Purchaser of  (a)
     any  stop order or other suspension of the effectiveness  of
     the  Registration  Statement and (b) the  happening  of  any
     event  as a result of which the prospectus included  in  the
     Registration  Statement includes an untrue  statement  of  a
     material fact or omits to state a material fact required  to
     be  stated  therein,  or necessary to  make  the  statements
     therein, in light of the circumstances under which they were
     made, not misleading.

9.         The Company may not issue a press release or otherwise
     make a public statement or announcement with respect to  the
     completion  of  the transaction contemplated hereby  without
     the prior consent of the Purchaser.

10.       The Company will indemnify the Purchaser as provided in
     Exhibit  "A" attached hereto against liability with  respect
     to    the   Registration   Statement   (including,   without
     limitation,  the  prospectus  supplement)  relating  to  the
     Common Stock which were sold by the Company to the Purchaser
     hereunder.   For  purposes of said  Exhibit  A,  capitalized
     terms  used therein without definition shall have  the  same
     meanings  therein  as are ascribed to  said  terms  in  this
     Agreement.

11.        This  Agreement  and the legal relations  between  the
     parties hereto with respect to any purchase of Common  Stock
     by  the  Purchaser hereunder shall be governed and construed
     in  accordance with the substantive laws of the State of New
     York   without  giving  effect  to  the  conflicts  of   law
     principles thereunder.

      Delivery  of an executed copy of a signature page  to  this
Agreement  by  facsimile  transmission  shall  be  effective   as
delivery of a manually executed copy of this Agreement and  shall
be effective and enforceable as the original.

     Please execute a copy of this Agreement which, when executed
by  the  Purchaser,  will  constitute an  agreement  between  the
Company and the Purchaser.

                              METAWAVE COMMUNICATIONS CORPORATION

                              By: /s/Kathryn Surace-Smith
                              Name:  Kathryn Surace-Smith
                              Title:VP, General Counsel & Secretary


AGREED TO:

PURCHASER:

ACQUA WELLINGTON NORTH AMERICAN EQUITIES FUND LTD.


By:     /s/ Richard Colpron
Name:     Richard Colpron
Title:    Vice President