UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             SCHEDULE 13G-A
               Under the Securities Exchange Act of 1934

                            Amendment No.: 1

                               NETGEAR, INC.
                             (Name of Issuer)

                     COMMON STOCK, $.001 PAR VALUE
                      (Title of Class of Securities)

                                 64111Q104
                              (CUSIP Number)

                               March 30, 2004
             (Date of Event Which Requires Filing of This Statement)



    Check the appropriate box to designate the rule pursuant to which this
    Schedule is filed:                  [ ] Rule 13d-1(b)
                                        [ ] Rule 13d-1(c)
                                       [ x ] Rule 13d-1(d)

    *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 the disclosures provided in a prior cover page.

    The information required in 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.  64111Q104

1. Names of Reporting Persons.
       I.R.S. Identification Nos. of above persons (entities only).

       Pequot Capital Management, Inc.
       06-1524885

2.     Check the Appropriate Box if a Member of a Group a. b.

3.     SEC Use Only

4.     Citizenship or Place of Organization Connecticut

Number of Shares Beneficially Owned by Each Reporting Person With

       5. Sole Voting Power: 4,188,291

       6. Shared Voting Power: 0

       7. Sole Dispositive Power: 4,188,291

       8. Shared Dispositive Power: 0

9.     Aggregate Amount Beneficially Owned by Each Reporting Person 4,188,291

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

11. Percent of Class Represented by Amount in Row (9): 13.9%

12. Type of Reporting Person: IA


Item 1.       (a)   Name of Issuer
                    NETGEAR, Inc.

              (b)   Address of Issuer's Principal Executive Offices
              4500 Great American Parkway
                    Santa Clara, CA 95054

Item 2.       (a)   Name of Person Filing
                    Pequot Capital Management, Inc.

              (b)   Address of Principal Business Office or, if none, Residence
                    500 Nyala Farm Road, Westport, CT, 06880

              (c)   Citizenship
                    Pequot Capital Management, Inc. is a Connecticut
                    corporation.

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

              (e)   CUSIP Number
                    64111Q104


Item 3.       Not applicable as this statement is filed pursuant to Rule
              13d-1(d).

Item 4.       Ownership.

              Provide the following information regarding the aggregate number
              and percentage of the class of securities of the issuer
              identified in Item 1.

              (a) Amount beneficially owned: 4,188,291 shares

              (b) Percent of class: 13.9%

              (c) Number of shares as to which the person has:

                    (i)      Sole power to vote or to direct the vote 4,188,291

                    (ii)     Shared power to vote or to direct the vote 0

                    (iii)    Sole power to dispose or to direct the disposition
                             of 4,188,291

                    (iv)     Shared power to dispose or to direct the
                             disposition of
                             0

              The Reporting Person is an investment adviser registered under the
              Investment Advisers Act of 1940, and acts as investment adviser to
              certain managed accounts over which the Reporting Person exercises
              discretionary authority (the "Accounts"). The Reporting Person
              beneficially own 4,188,291 shares of common stock, $.001 par value
              (the "Common Stock"), of NETGEAR, Inc. (the "Issuer").

Item 5.       Ownership of Five Percent or Less of a Class.

              If this statement is being filed to report the fact that as of the
              date hereof the reporting person has ceased to be the beneficial
              owner of more than five percent of the class of securities, check
              the following.

              Not Applicable.


Item 6.       Ownership of More than Five Percent on Behalf of Another Person.

              If any other person is known to have the right to receive or the
              power to direct the receipt of dividends from, or the proceeds
              from the sale of, such securities, a statement to that effect
              should be included in response to this item and, if such interest
              relates to more than five percent of the class, such person
              should be identified. A listing of the shareholders of an
              investment company registered under the Investment Company Act
              of 1940 or the beneficiaries of employee benefit plan, pension
              fund or endowment fund is not required.

              The Reporting Person is an investment adviser registered under
              Section 203 of the Investment Advisers Act of 1940 and, as such,
              has beneficial ownership of the Common Stock which is the subject
              of this filing through the investment discretion the Reporting
              Person exercises over its clients' Accounts. Although such
              Accounts do not have beneficial ownership of such Common Stock for
              purposes of Section 13 and Section 16 of the Securities
              Exchange Act of 1934, one Account of the Reporting Person, Pequot
              Private Equity Fund II, L.P owns of record more than 5% of the
              issuer's outstanding securities.

              The Reporting Person acquired the Common Stock prior to the
              registration of the Common Stock pursuant to Section 12 of the
              Act.

Item 7.       Identification and Classification of the Subsidiary Which
              Acquired the Security Being Reported by the Parent Holding
              Company.

              Not Applicable.


Item 8.       Identification and Classification of Members of the Group.

              Not Applicable.


Item 9.       Notice of Dissolution of the Group.

              Not Applicable.




Item 10.      Certification.

              Not applicable


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.


                                     April 8, 2004
                                         (Date)

                                  By: /s/ Aryeh Davis
                                      (Signature)

                                     Aryeh Davis
                            Principal and General Counsel
                                      (Name/Title)