SC TO-I/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                Amendment No. 6
                                       to
                                  Schedule TO

                      Tender Offer Statement under Section
          14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

                               Netro Corporation
- -------------------------------------------------------------------------------
                                (Name of Issuer)


                           Netro Corporation (Issuer)
- -------------------------------------------------------------------------------
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))


                    Common Stock, Par Value $0.001 Per Share
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   64114R109
- -------------------------------------------------------------------------------
                     (CUSIP Number of Class of Securities)

                                  Sanjay Khare
                               Netro Corporation
                              3860 N. First Street
                           San Jose, California 95134
                            Telephone (408) 216-1500
- -------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
           to Receive Notices and Communications on Behalf of Filing
                                    Persons)

                                    Copy to:
                            Francis S. Currie, Esq.
                             Davis Polk & Wardwell
                              1600 El Camino Real
                          Menlo Park, California 94025
                           Telephone: (650) 752-2000
- -------------------------------------------------------------------------------

                           CALCULATION OF FILING FEE

       TRANSACTION VALUATION*                    AMOUNT OF FILING FEE**
            $92,000,000                                  $8,464

* Calculated solely for the purpose of determining the amount of the filing
fee, based upon the purchase of 23,000,000 shares of common stock, par value
$0.001 per share, at the maximum tender offer price of $4.00 per share.

** Previously paid.




[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.

Amount Previously Paid: $8,464
Form of Registration No.: SC TO-I
Filing Party:  Netro Corporation
Date Filed: July 19, 2002

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[ ] third-party tender offer subject to Rule 14d-1
[x] issuer tender offer subject to Rule 13e-4
[ ] going-private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]





     This Amendment No. 6 to Tender Offer Statement on Schedule TO amends and
supplements the statement originally filed on July 19, 2002 by Netro
Corporation, a Delaware corporation, as amended on July 26, 2002, July 30,
2002, August 6, 2002, August 8, 2002 and August 12, 2002 in connection with its
offer to purchase 23,000,000 shares, or such lesser number of shares as are
properly tendered, of its common stock, par value $0.001 per share, including
the associated preferred stock purchase rights issued under the Amended and
Restated Rights Agreement, dated as of January 14, 2002, as amended, between
Netro Corporation and American Stock Transfer & Trust Company, as Rights Agent,
at prices not in excess of $4.00 nor less than $3.50 per share, net to the
seller in cash, without interest, as specified by stockholders tendering their
shares. Netro's offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 19, 2002 and in the
related Letter of Transmittal, which, as amended or supplemented from time to
time, together constitute the offer. This Amendment No. 6 to Schedule TO is
intended to satisfy the reporting requirements of Rule 13 (e) of the Securities
Exchange Act of 1934, as amended.

     In addition to the information set forth below, the information in the
Offer to Purchase, as amended, and the related Letter of Transmittal, copies of
which were filed with this Schedule TO as Exhibits (a) (1) (i) and (a) (1)
(ii), respectively, is incorporated by reference herein in response to Items 1
through 11 of this Tender Offer Statement on Schedule TO.

Item 12. Exhibits.

(a) (1) (i)     Offer to Purchase, dated July 19, 2002.**
(a) (1) (ii)    Letter of Transmittal.**
(a) (1) (iii)   Guidelines for Substitute Form W-9.**
(a) (1) (iv)    Notice of Guaranteed Delivery.**
(a) (1) (v)     Letter to Stockholders dated July 19, 2002.**
(a) (1) (vi)    Letter to Clients dated July 19, 2002.**
(a) (1) (vii)   Letter to Brokers, Dealers Commercial Banks, Trust Companies
                and Other Nominees dated July 19, 2002.**
(a) (1) (viii)  Summary Advertisement dated July 19, 2002.**
(a) (1) (ix)    Letter to Customers, dated July 19, 2002.**
(a) (1) (x)     Letter to Suppliers, dated July 19, 2002.**
(a) (1) (xi)    Frequently Asked Questions about Netro's Tender Offer, posted
                on Netro's website on July 26, 2002.**
(a) (5) (i)     Press Release, dated July 18, 2002.**
(a) (5) (ii)    Letter to Employees of Netro Corporation, dated July 18, 2002.**
(a) (5) (iii)   Script of Netro Conference Call, dated July 18, 2002.**
(a) (5) (iv)    Press Release, dated July 30, 2002.**
(a) (5) (v)     Press Release, dated August 12, 2002.**
(a) (5) (vi)    Press Release, dated August 19, 2002.

** Previously filed.





                                   SIGNATURE

     After due 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.

                                       Netro Corporation

                                       by: /s/ Sanjay Khare
                                           --------------------
                                           Sanjay Khare
                                           Vice President and Chief Financial
                                           Officer

Dated: August 19, 2002





                                 EXHIBIT INDEX


EXHIBIT NUMBER                           DESCRIPTION
- --------------                           -----------

(a) (1) (i)     Offer to Purchase, dated July 19, 2002.**
(a) (1) (ii)    Letter of Transmittal.**
(a) (1) (iii)   Guidelines for Substitute Form W-9.**
(a) (1) (iv)    Notice of Guaranteed Delivery.**
(a) (1) (v)     Letter to Stockholders dated July 19, 2002.**
(a) (1) (vi)    Letter to Clients dated July 19, 2002.**
(a) (1) (vii)   Letter to Brokers, Dealers Commercial Banks, Trust Companies
                and Other Nominees dated July 19, 2002.**
(a) (1) (viii)  Summary Advertisement dated July 19, 2002.**
(a) (1) (ix)    Letter to Customers, dated July 19, 2002.**
(a) (1) (xi)    Frequently Asked Questions about Netro's Tender Offer, posted
                on Netro's website on July 26, 2002.**
(a) (1) (x)     Letter to Suppliers, dated July 19, 2002.**
(a) (5) (i)     Press Release, dated July 18, 2002.**
(a) (5) (ii)    Letter to Employees of Netro Corporation, dated July 18, 2002.**
(a) (5) (iii)   Script of Netro Conference Call, dated July 18, 2002.**
(a) (5) (iv)    Press Release, dated July 29, 2002.**
(a) (5) (v)     Press Release, dated August 12, 2002.**
(a) (5) (vi)    Press Release, dated August 19, 2002.

** Previously filed.

EX-99.(A)(5)(VI)

                                                           Exhibit (a) (5) (vi)

NETRO ANNOUNCES PRELIMINARY RESULTS OF STOCK TENDER OFFER

San Jose, CA, August 19, 2002 - (Business Wire) -- Netro Corporation (NASDAQ:
NTRO), a leading provider of broadband fixed wireless solutions, announced the
preliminary results of its Dutch auction tender offer for up to 23 million
shares of its common stock at a range of $3.50 to $4.00 per share, net to the
seller in cash, without interest, which expired on August 16, 2002.

Based on a preliminary count by American Stock Transfer & Trust Company, the
depositary for the offer, approximately 31.5 million shares, including
approximately 4.2 million shares tendered through notice of guaranteed
delivery, were properly tendered and not properly withdrawn at the price of
$3.50 per share. Pursuant to applicable securities laws, Netro expects to
purchase 23 million shares at a purchase price of $3.50 per share. Due to the
over-subscription, shares tendered will be pro-rated at an estimated pro-ration
factor of approximately 72.9%. All shares purchased in the offer will receive
the same price. Both the pro-ration factor and the price per share are
preliminary and subject to verification by the depositary. The actual price per
share and the pro-ration factor will be announced promptly following completion
of the verification process. Netro will pay for all shares purchased promptly
following that time. Netro intends to fund the payment for shares from
available cash.

The determination of the actual number of shares to be purchased is subject to
final delivery and final confirmation. Additionally, under the securities laws,
Netro may purchase additional shares representing up to 2% of its outstanding
common stock.

Goldman, Sachs & Co. acted as the Dealer Manager and Georgeson Shareholder
Communications Inc. acted as the Information Agent for the offer.

In addition, Netro's Board of Directors has authorized the repurchase of
additional shares of Netro's common stock in the open market following the
completion of the tender offer. The maximum amount to be used in such
repurchases is $100 million, less the amount actually used to purchase shares
in the tender offer. Assuming that the preliminary tender offer results are
confirmed as the final results and Netro does not purchase the additional 2% of
its outstanding common stock, the amount to be used in such repurchases will
not exceed $19.5 million. In accordance with Rule 13e-4 under the Securities
Exchange Act of 1934, no such repurchases will be made until after August 30,
2002.

About Netro Corporation

Netro Corporation is a leading provider of fixed broadband wireless systems
used by telecommunications service providers to deliver voice and high-speed
data services for access and mobile infrastructure applications to customers
worldwide. Netro's vision is to provide breakthrough technology packaged in a
carrier-class, practical solution that enables quick service delivery and
efficient use of capital. Netro offers a broad range of low and high frequency
products for business and residential, access and mobile infrastructure needs,
with a wide set of licensed frequencies for point to multipoint: 1.9 to 39 GHz.
The company's AirStar and Angel products have an impressive track record of
performance and stability worldwide.

Forward Looking Statements

Except for the historical information contained herein, the matters discussed
in this news release are forward-looking statements involving risks and
uncertainties that could cause actual results to differ



materially from those in such forward-looking statements. Potential risks and
uncertainties include, but are not limited to, political and economic
conditions in the countries we do business in, business conditions generally,
growth in the telecommunications industry, delays in the expansion of networks
by existing customers, the financial condition and strategy of our OEM
partners, lower than expected customer orders, competitive pressures,
technological difficulties encountered in developing new products, the
availability of capital to service providers, the ability to timely adopt the
Angel product for the international marketplace, achieving revenues from the
Angel product in the second half of 2002, and Netro's ability to manufacture
and sell the Angel product on a cost-effective basis. We expressly disclaim any
responsibility to update any projections contained herein. Further information
regarding these and other risks is included in Netro's Annual Report on Form
10-K for the fiscal year ended December 31, 2001, in Netro's Quarterly Reports
on Form 10-Q for the three months ended March 31, 2002 and for the six months
ending June 30, 2002 and in its other filings with the Securities and Exchange
Commission.

Media Contact

Jeff Lloyd
Sitrick & Company, Inc.
(310) 788-2850

Investor Contact

Sanjay Khare, CFO
Netro Corporation
(408) 216-1500