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):  January 16, 2001

                      Metawave Communications Corporation
            (Exact name of Registrant as specified in its charter)



                                                            
           Delaware                          0-24673                  91-1673152
 (State or other jurisdiction        (Commission File Number)      (I.R.S. Employer
of incorporation or organization)                                 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 4.   Changes in Registrant's Certifying Accountant


          On January 22, 2001, the audit committee of the Board of Directors
approved the engagement of Arthur Andersen LLP as  independent auditors for
Metawave Communications Corporation (the "Company"). Notice of resignation from
Ernst & Young LLP, the Company's previous independent auditors, was received by
the Company on January 16, 2001.

          The reports of Ernst & Young LLP on the Company's consolidated
financial statements for the past two fiscal years did not contain an adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles. During the Company's two
most recent fiscal years and the subsequent interim period preceding the
resignation of Ernst & Young LLP, there were no disagreements with Ernst & Young
LLP on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which if not resolved to the
satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to make
reference to the matter in their report. There were no reportable events as
defined in paragraph (A) through (D) of Regulation S-K Item 304(a)(1)(v). The
Company has requested that Ernst & Young LLP furnish it a letter addressed to
the Commission stating whether it agrees with the above statements. A copy of
that letter, dated January 23, 2001, is filed as Exhibit 16.1 to this Form 8-K.

          During the Company's two most recent fiscal years and the interim
period prior to engaging Arthur Andersen LLP, the Company has not consulted
Arthur Andersen LLP with respect to any of the matters described in Regulation
S-K Item 304(a)(2)(i) or (ii).

Item 7.   Financial Statements and Exhibits

     (a)  Exhibits.

          16.1  Letter of Ernst & Young LLP dated January 23, 2001
                regarding the disclosure contained in Item 4 of this report on
                Form 8-K.


                                  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:  January 23, 2001                     By: /s/ Stuart W. Fuhlendorf
                                               -------------------------
                                               Stuart W. Fuhlendorf
                                               Chief Financial Officer


                                      -2-


                               INDEX TO EXHIBITS



Exhibit
Number                  Description
- -------                 -----------

16.1           Letter from Ernst & Young LLP

                                      -3-

EX-16.1

Letter from Ernst & Young LLP                                       Exhibit 16.1


                       [Letterhead of Ernst & Young LLP]



January 23, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

We have read Item 4 of Form 8-K dated January 23, 2001 of Metawave
Communications Corporation and are in agreement with the statements contained in
the second sentence of the first paragraph and the second paragraph on page two
therein.  We have no basis to agree or disagree with other statements of the
registrant contained therein.

                                            Sincerely,

                                            /s/ Ernst & Young LLP
                                            --------------------------
                                            Ernst & Young LLP