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

                               AMENDMENT NO. 1 TO
                                   FORM 8-K/A

                             Current Report pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of report (Date of earliest event reported): October 18, 2004

                             AIRSPAN NETWORKS, INC.
             (Exact name of registrant as specified in its charter)

                                   Washington
                 (State or other jurisdiction of incorporation)

             000-31031                              75-2743995
     (Commission file number)           (I.R.S. Employer Identification No.)

 777 Yamato Road, Suite 105, Boca Raton, Florida      33431
     (Address of principal executive offices)      (Zip code)

                                 (561) 893-8670
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

      On October 18, 2004, the Board of Directors of Airspan Networks, Inc. (the
"Company") appointed a new member to the Company's Board of Directors. The
addition of Randall E. Curran brings the Board's membership to eight. The
Company anticipates that Mr. Curran will be named to the Company's Audit
Committee.

      There are no arrangements or understandings pursuant to which Mr. Curran
was selected as a director.

      On October 18, 2004, the Company issued a press release with respect to
the appointment of Mr. Curran, a copy of which is attached, and incorporated
herein by reference, as Exhibit 99.1.

ITEM 5.03. AMENDMENT TO BYLAWS.

      Effective October 18, 2004, the Board of Directors of the Company has
amended and restated the Company's Bylaws (the "Amended Bylaws").

      The Amended Bylaws increase the maximum number of directors comprising the
Board of Directors from seven (7) to eight (8).

      The foregoing description is a brief summary of the provisions adopted by
the Amended Bylaws. This summary is not intended to be complete, and is
qualified in its entirety by reference to the Company's Amended Bylaws attached
hereto as Exhibit 3.1.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

      ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      (c)   Exhibits

            3.1   - Amended and Restated Bylaws of the Company

            99.1  - Press Release dated October 18, 2004

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  February 21, 2004

                                      AIRSPAN NETWORKS, INC


                                      By: /s/ Peter Aronstam
                                          -----------------------
                                      Peter Aronstam
                                      Senior Vice President and
                                      Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>v013403_ex3-1.txt
<TEXT>
                                                                     EXHIBIT 3.2

                           AMENDED AND RESTATED BYLAWS
                                       OF
                              AIRSPAN NETWORKS INC.

                   AMENDED AND RESTATED AS OF OCTOBER 18, 2004

      These Amended and Restated Bylaws are promulgated pursuant to the
Washington Business Corporation Act, as set forth in Title 23B of the Revised
Code of Washington (the "Act").

                                    ARTICLE I
                                  SHAREHOLDERS

1.1 Annual Meeting

      1.1.1 Time and Place of Meeting. The annual meeting of the shareholders of
the corporation for the election of Directors and for the transaction of such
other business as may properly come before the meeting shall be held each year
at a place, day, and time to be set by the Board of Directors.

      1.1.2 Business Conducted at Meeting.

            (a) At an annual meeting of shareholders, an item of business may be
conducted, and a proposal may be considered and acted upon, only if such item or
proposal is brought before the meeting (i) by, or at the direction of, the Board
of directors, or (ii) by any shareholder of the corporation who is entitled to
vote at the meeting and who complies with the procedures set forth in the
remainder of this Section 1.1.2. This Section 1.1.2 shall not apply to matters
of procedure that, pursuant to Section 10.3(a) of these Bylaws, are subject to
the authority of the chairman of the meeting.

            (b) For a shareholder to cause a proposal to be included in the
corporation's proxy statement relating to the annual meeting, the shareholder
must have given timely notice thereof in writing to the Secretary of the
corporation. To be timely, a shareholder's notice must be delivered to or mailed
and received by the Secretary not fewer than one hundred twenty (120) days nor
more than one hundred fifty (150) days prior to the date the corporation's proxy
statement was released to the shareholders in connection with the previous
year's annual meeting. However, if the corporation did not hold an annual
meeting the previous year, or if the date of the subject annual meeting has been
changed by more than thirty (30) days from the date of the previous year's
meeting, then the deadline is a reasonable time before the corporation begins to
print and mail its proxy materials. For a shareholder to cause a proposal to be
included in the corporation's proxy statement relating to a meeting of
shareholders other than a regularly scheduled annual meeting, to be timely, the
shareholders notice must be delivered to or mailed or received by the Secretary
within a reasonable time before the corporation begins to print and mail its
proxy materials. For a shareholder to cause a proposal to be brought before a
meeting of the shareholders, the shareholder must (i) otherwise have the right
to submit the proposal; and, (ii) have provided the Secretary written notice of
such proposal within ten (10) days after delivery notice of the meeting. Any
shareholder notice shall set forth (i) the name and address of the shareholder
proposing such business; (ii) a representation that the shareholder is entitled
to vote at such meeting and a statement of the number of shares of the
corporation which are beneficially owned by the shareholder; (iii) a
representation that the shareholder intends to appear in person or by proxy at
the meeting to propose such business; and (iv) as to each matter the shareholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting, the language of the proposal (if appropriate), and any
material interest of the shareholder in such business. If the facts warrant, the
Board of Directors, or the chairman of the annual meeting of shareholders, may
declare that business was not properly brought before the meeting in accordance
with the provisions of this Section 1.1.2(b) and, if it is so determined, any
such business not properly brought before the meeting shall not be transacted.
The procedures set forth in this Section 1.1.2(b) for business to be properly
brought before a meeting by a shareholder are in addition to, and not in lieu
of, the requirements set forth in Rule 14a-8 promulgated under Section 14 of the
Securities Exchange Act of 1934, or any successor provision.

<PAGE>

            (c) Business at Special Meetings. At any special meeting of the
shareholders, only such business as is specified in the notice of such special
meeting given by or at the direction of the person or persons calling such
meeting, in accordance with Section 1.2, shall come before such meeting.

            (d) Notice to Corporation. Any written notice required to be
delivered by a shareholder to the corporation pursuant to Section 1.1.2 must be
given, either by personal delivery or by registered or certified mail, postage
prepaid, to the Secretary at the corporation's principal executive office.

1.2 Special Meetings. Special meetings of the shareholders for any purpose or
purposes may be called at any time by the Board of Directors, the President or
the Secretary or by one or more shareholders holding not less than twenty-five
percent (25%) of all the shares entitled to be cast on any issue proposed to be
considered at that meeting, to be held at such time and place as the Board or
the Chairman (if one be appointed) or the President may prescribe.

1.3 Notice of Meetings. Except as otherwise provided below, the Secretary,
Assistant Secretary, or any transfer agent of the corporation shall give, in any
manner permitted by law, not less than ten (10) nor more than sixty (60) days
before the date of any meeting of shareholders, written notice stating the
place, day, and time of the meeting to each shareholder of record entitled to
vote at such meeting. If mailed, notice to a shareholder shall be effective when
mailed, with first-class postage thereon prepaid, correctly addressed to the
shareholder at the shareholder's address as it appears on the current record of
shareholders of the corporation. Otherwise, written notice shall be effective at
the earliest of the following: (a) when received, (b) five (5) days after its
deposit in the United States mail, as evidenced by the postmark, if mailed with
first-class postage, prepaid, and correctly addressed, or (c) on the date shown
on the return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee.

      1.3.1 Notice of Special Meeting. In the case of a special meeting, the
written notice shall also state with reasonable clarity the purpose or purposes
for which the meeting is called and the general nature of the business proposed
to be transacted at the meeting. No business other than that within the purpose
or purposes specified in the notice may be transacted at a special meeting.

      1.3.2 Proposed Articles of Amendment, Merger, Exchange, Sale, Lease or
Disposition. If the business to be conducted at any meeting includes any
proposed amendment to the Articles of Incorporation or any proposed merger or
exchange of shares, or any proposed sale, lease, exchange, or other disposition
of all or substantially all of the property and assets (with or without the
goodwill) of the corporation not in the usual or regular course of its business,
then the written notice shall state that the purpose or one of the purposes is
to consider the proposed amendment or plan of merger, exchange of shares, sale,
lease, exchange, or other disposition, as the case may be, shall describe the
proposed action with reasonable clarity, and shall be accompanied by a copy of
the proposed amendment or plan. Written notice of such meeting shall be given to
each shareholder of record, whether or not entitled to vote at such meeting, not
less than twenty (20) days before such meeting, in the manner provided in
Section 1.3 above.

<PAGE>

      1.3.3 Proposed Dissolution. If the business to be conducted at any meeting
includes the proposed voluntary dissolution of the corporation, then the written
notice shall state that the purpose or one of the purposes is to consider the
advisability thereof. Written notice of such meeting shall be given to each
shareholder of record, whether or not entitled to vote at such meeting, not less
than twenty (20) days before such meeting, in the manner provided in Section 1.3
above.

      1.3.4 Declaration of Mailing. A declaration of the mailing or other means
of giving any notice of any shareholders' meeting, executed by the Secretary,
Assistant Secretary, or any transfer or other agent of the corporation giving
the notice, shall be prima facie evidence of the giving of such notice.

      1.3.5 Waiver of Notice. A shareholder may waive notice of any meeting at
any time, either before or after such meeting. Except as provided below, the
waiver must be in writing, be signed by the shareholder entitled to the notice,
and be delivered to the corporation for inclusion in the minutes or filing with
the corporate records. A shareholder's attendance at a meeting in person or by
proxy waives objection to lack of notice or defective notice of the meeting
unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting on the ground that the meeting is
not lawfully called or convened. In the case of a special meeting, or an annual
meeting at which fundamental corporate changes are considered, a shareholder
waives objection to consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice unless the shareholder
objects to considering the matter when it is presented.

1.4 Quorum; Vote Requirement. A quorum shall exist at any meeting of
shareholders if a majority of the votes entitled to be cast is represented in
person or by proxy. Once a share is represented for any purpose at a meeting
other than solely to object to holding the meeting or transacting business at
the meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting. Subject to the foregoing, the
determination of the voting groups entitled to vote (as required by law), and
the quorum and voting requirements applicable thereto, must be made separately
for each matter being considered at a meeting. In the case of any meeting of
shareholders that is adjourned more than once because of the failure of a quorum
to attend, those who attend the third convening of such meeting, although less
than a quorum, shall nevertheless constitute a quorum for the purpose of
electing directors, provided that the percentage of shares represented at the
third convening of such meeting shall not be less than one-third of the shares
entitled to vote.

      If a quorum exists, action on a matter (other than the election of
directors) is approved by a voting group if the votes cast within the voting
group favoring the action exceed the votes cast within the voting group opposing
the action unless a greater number of affirmative votes is required by law or by
the Articles of Incorporation.

1.5 Adjourned Meetings. An adjournment or adjournments of any shareholders'
meeting, whether by reason of the failure of a quorum to attend or otherwise,
may be taken to such date, time, and place as the chairman of the meeting may
determine without new notice being given if the date, time, and place are
announced at the meeting at which the adjournment is taken. However, if the
adjournment is for more than thirty (30) days from the date set for the original
meeting, a new record date for the adjourned meeting shall be fixed and a new
notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the adjourned meeting, in accordance with the provisions of
Section 1.3 of these Bylaws. At any adjourned meeting, the corporation may
transact any business which might have been transacted at the original meeting.
Any meeting at which directors are to be elected shall be adjourned only from
day to day until such directors are elected.
<PAGE>

1.6 Fixing Record Date. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders (or, subject to Section 1.5
above, any adjournment thereof), the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than seventy (70) days prior to the meeting. If no such
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, then the day before the first notice is
delivered to shareholders shall be the record date for such determination of
shareholders. If no notice is given because all shareholders entitled to notice
have waived notice, then the record date for the determination of shareholders
entitled to notice of or to vote at a meeting shall be the date on which the
last such waiver of notice was obtained. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof, except
as provided in Section 1.5 of these Bylaws. If no notice is given because
shareholders holding of record or otherwise entitled to vote in the aggregate
not less than the minimum number of votes necessary in order to take such action
by written consent have signed a consent, the record date for determining
shareholders entitled to take action without a meeting is the date the first
shareholder signs the consent.

1.7 Shareholders' List for Meeting. The corporation shall cause to be prepared
an alphabetical list of the names of all of its shareholders on the record date
who are entitled to notice of a shareholders' meeting or any adjournment
thereof. The list must be arranged by voting group (and within each voting group
by class or series of shares) and show the address of and the number of shares
held by each shareholder. The shareholders' list must be available for
inspection by any shareholder, beginning ten (10) days prior to the meeting and
continuing through the meeting, at the principal office of the corporation or at
a place identified in the meeting notice in the city where the meeting will be
held. Such list shall be produced and kept open at the time and place of the
meeting. During such ten-day period, and during the whole time of the meeting,
the shareholders' list shall be subject to the inspection of any shareholder, or
the shareholder's agent or attorney. In cases where the record date is fewer
than ten (10) days prior to the meeting because notice has been waived by all
shareholders, the Secretary shall keep such record available for a period from
the date the first waiver of notice was delivered to the date of the meeting.
Failure to comply with the requirements of this section shall not affect the
validity of any action taken at the meeting.

1.8 Ratification. Subject to the requirements of RCW 23B.08.730 and 23B.19.040,
any contract, transaction, or act of the corporation or of any director or
officer of the corporation that shall be authorized, approved, or ratified by
the affirmative vote of a majority of shares represented at a meeting at which a
quorum is present shall, insofar as permitted by law, be as valid and as binding
as though ratified by every shareholder of the corporation.

1.9 Telephonic Meetings. Shareholders may participate in a meeting by any means
of communication by which all persons participating in the meeting can hear each
other during the meeting, and participation by such means shall constitute
presence in person at a meeting.

1.10 Action By Less than Unanimous Consent. To the extent permitted by the Act,
the taking of action by shareholders without a meeting by less than unanimous
written consent of all shareholders entitled to vote on the action shall be
permitted. Notice of the taking of such action shall be given to those
shareholders entitled to vote on the action who have not consented in writing
(and, if the Act would otherwise require that notice of a meeting of
shareholders to consider the action be given to nonvoting shareholders, to all
nonvoting shareholders), in writing, describing with reasonable clarity the
general nature of the action, and accompanied by the same material that, under
the Act, would have been required to be sent to nonconsenting (or nonvoting)
shareholders in a notice of meeting at which the action would have been
submitted for shareholder action. Such notice shall be either (i) by deposit in
the U.S. mail before the action becomes effective, with first-class postage
thereon prepaid, correctly addressed to each shareholder entitled thereto at the
shareholder's address as it appears on the current record of shareholders of the
Corporation; or (ii) by personal delivery, courier service, wire or wireless
equipment, telegraphic or other facsimile transmission, or any other electronic
means which transmits a facsimile of such communication correctly addressed to
each shareholder entitled thereto at the shareholder's physical address,
electronic mail address, or facsimile number, as it appears on the current
record of shareholders of the Corporation. Notice under clause (i) shall be
given at least seventy-two (72) hours, and notice under clause (ii) shall be
given at least twenty-four (24) hours before the action becomes effective.

<PAGE>

                                   ARTICLE II
                               BOARD OF DIRECTORS

2.1 Responsibility of Board of Directors. The business and affairs and property
of the corporation shall be managed under the direction of a Board of Directors.
A director shall discharge the duties of a director, including duties as a
member of a committee, in good faith, with the care an ordinarily prudent person
in a like position would exercise under similar circumstances, and in a manner
the director reasonably believes to be in the best interests of the corporation.

2.2 Number of Directors; Qualification. The Board shall consist of five (5) to
eight (8) directors. The exact number of directors of the corporation shall be
eight (8) until amended in accordance with these Bylaws. No reduction of the
authorized number of directors shall have the effect of removing any director
before that director's term of office expires. If a greater or lesser number of
directors than is specified as the range of the size of the Board in this
section is elected by the shareholders, then election of that number shall
automatically be deemed to constitute an amendment to these Bylaws. No director
need be a shareholder of the corporation or a resident of Washington. Each
director must be at least eighteen (18) years of age.

2.3 Vacancies. Except as otherwise provided by law, any vacancy occurring in the
Board of Directors (whether caused by resignation, death, or otherwise) may be
filled by the affirmative vote of a majority of the directors present at a
meeting of the Board at which a quorum is present, or, if the directors in
office constitute less than a quorum, by the affirmative vote of a majority of
all of the directors in office. Notice shall be given to all of the remaining
directors that such vacancy will be filled at the meeting. However, if the
vacant office was held by a director elected by a voting group composed of less
than all of the voting shareholders, then the Board of Directors shall not have
the power to fill such vacancy. A director elected to fill any vacancy shall
hold office until the next meeting of shareholders at which directors are
elected, and until his or her successor shall have been elected and qualified.

2.4 Removal. One or more members of the Board of Directors (including the entire
Board) may be removed, with or without cause, at a special meeting of
shareholders called expressly for that purpose. A director (or the entire Board)
may be removed if the number of votes cast in favor of removing such director
(or the entire Board) exceeds the number of votes cast against removal; provided
that, if a director (or the entire Board) has been elected by one or more voting
groups, only those voting groups may participate in the vote as to removal.
However, if the Articles of Incorporation grant shareholders the right to
cumulate their votes in the election of directors, a director may not be removed
if a number of votes sufficient to elect such director under cumulative voting
(computed on the basis of the number of votes actually cast at the meeting on
the question of removal) is cast against such director's removal.

2.5 Resignation. A director may resign at any time by delivering written notice
to the Board of Directors, its Chairman, the President, or the Secretary. A
resignation is effective when the notice is delivered unless the notice
specifies a later effective date.

<PAGE>

2.6 Annual Meeting. The first meeting of each newly elected Board of Directors
shall be known as the annual meeting thereof and shall be held without notice
immediately after the annual shareholders' meeting or any special shareholders'
meeting at which a Board is elected. Such meeting shall be held at the same
place as such shareholders' meeting unless some other place shall be specified
by resolution of the shareholders.

2.7 Regular Meetings. Regular meetings of the Board of Directors may be held at
such place, day, and time as shall from time to time be fixed by resolution of
the Board without notice other than the delivery of such resolution as provided
in Section 2.10 below.

2.8 Special Meetings. Special meetings of the Board of Directors may be called
by the President or the Chairman of the Board (if one be appointed) or any two
or more directors, to be held at such place, day, and time as specified by the
person or persons calling the meeting.

2.9 Notice of Meeting. Notice of the place, day, and time of any meeting of the
Board of Directors for which notice is required shall be given, at least two (2)
days preceding the day on which the meeting is to be held, by the Secretary or
an Assistant Secretary, or by the person calling the meeting, in any manner
permitted by law, including orally. Any oral notice given by personal
communication over the telephone or otherwise may be communicated either to the
director or to a person at the office of the director who, the person giving the
notice has reason to believe, will promptly communicate it to the director.
Notice shall be deemed to have been given on the earliest of (a) the day of
actual receipt, (b) five (5) days after the day on which written notice is
deposited in the United States mail, as evidenced by the postmark, with
first-class postage prepaid, and correctly addressed, or (c) on the date shown
on the return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee.

      No notice of any regular meeting need be given if the place, day, and time
thereof have been fixed by resolution of the Board of Directors and a copy of
such resolution has been given to each director, either by personally delivering
the copy to the director at least two (2) days, or by depositing the copy in the
United States mail with first class postage prepaid and correctly addressed to
the director at the director's address as it appears on the records of the
corporation at least five (5) days (as evidenced by the postmark), prior to the
day of the first meeting held in pursuance thereof.

      Notice of a meeting of the Board of Directors need not be given to any
director if it is waived by the director in writing, whether before or after
such meeting is held. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting unless required by law, the
Articles of Incorporation, or these Bylaws.

      A director's attendance at or participation in a meeting shall constitute
a waiver of notice of such meeting except when a director attends or
participates in a meeting for the express purpose of objecting on legal grounds
prior to or at the beginning of the meeting (or promptly upon the director's
arrival) to the holding of the meeting or the transaction of any business and
does not thereafter vote for or assent to action taken at the meeting. Any
meeting of the Board of Directors shall be a legal meeting without any notice
thereof having been given if all of the directors have received valid notice
thereof, are present without objecting, or waive notice thereof, or any
combination thereof.

2.10 Quorum of Directors. Except in particular situations where a lesser number
is expressly permitted by law, and unless a greater number is required by the
Articles of Incorporation, a majority of the number of directors specified in or
fixed in accordance with these Bylaws shall constitute a quorum for the
transaction of business, and the affirmative vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors. If the number of directors in office at any time is less than the
number specified in or fixed in accordance with these Bylaws, then a quorum
shall consist of a majority of the number of directors in office; provided that
in no event shall a quorum consist of fewer than one-third of the number
specified in or fixed in accordance with these Bylaws.

<PAGE>

      Directors at a meeting of the Board of Directors at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors, provided such withdrawal does not reduce the number of
directors attending the meeting below the level of a quorum.

      A majority of the directors present, whether or not constituting a quorum,
may adjourn any meeting of the Board of Directors to another time and place. If
the meeting is adjourned for more than forty-eight (48) hours, then notice of
the time and place of the adjourned meeting shall be given before the adjourned
meeting takes place, in the manner specified in Section 2.10 of these Bylaws, to
the directors who were not present at the time of the adjournment.

2.11 Dissent by Directors. Any director who is present at any meeting of the
Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless the director objects at the
beginning of the meeting (or promptly upon the director's arrival) to the
holding of, or the transaction of business at, the meeting; or unless the
director's dissent or abstention shall be entered in the minutes of the meeting;
or unless the director delivers written notice of the director's dissent or
abstention to the presiding officer of the meeting before the adjournment
thereof or to the corporation within a reasonable time after the adjournment of
the meeting. Such right to dissent or abstention shall not be available to any
director who votes in favor of such action.

2.12 Action by Directors Without a Meeting. Any action required by law to be
taken or which may be taken at a meeting of the Board of Directors may be taken
without a meeting if one or more consents in writing, setting forth the action
so taken, shall be signed either before or after the action so taken by all of
the directors and delivered to the corporation for inclusion in the minutes or
filing with the corporate records. Such consent shall have the same effect as a
meeting vote. Action taken under this section is effective when the last
director signs the consent, unless the consent specifies a later effective date.

2.13 Telephonic Meetings. Except as may be otherwise restricted by the Articles
of Incorporation, members of the Board of Directors may participate in a meeting
of the Board by any means of communication by which all directors participating
in the meeting may simultaneously hear each other during the meeting.
Participation by such means shall constitute presence in person at a meeting.

2.14 Compensation. By resolution of the Board of Directors, the directors may be
paid their expenses, if any, and may be paid a fixed sum or a stated salary as a
director, for attendance at each meeting of the Board. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.

2.15 Committees. The Board of Directors, by resolution adopted by the greater of
(a) a majority of all of the directors in office, or (b) the number of directors
required by the Articles of Incorporation or these Bylaws to take action may
from time to time create, and appoint individuals to, one or more committees,
each of which must have at least two (2) members. If a committee is formed for
the purpose of exercising functions of the Board, the committee must consist
solely of directors. If the only function of a committee is to study and make
recommendations for action by the full Board, the committee need not consist of
directors. Committees of directors may exercise the authority of the Board of
Directors to the extent specified by such resolution or in the Articles of
Incorporation or these Bylaws. However, no committee shall:

<PAGE>

      (a) authorize or approve a distribution (as defined in RCW 23B.01.400)
except according to a general formula or method prescribed by the Board of
Directors;

      (b) approve or propose to shareholders action that by law is required to
be approved by shareholders;

      (c) fill vacancies on the Board of Directors or on any of its committees;

      (d) amend the Articles of Incorporation;

      (e) adopt, amend, or repeal Bylaws;

      (f) approve a plan of merger not requiring shareholder approval; or

      (g) authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences, and
limitations of a class or series of shares, except that the Board of Directors
may authorize a committee of directors (or a senior executive officer of the
corporation) to do so within limits specifically prescribed by the Board of
Directors.

      Committees shall be governed by the same provisions as govern the
meetings, actions without meetings, notice and waiver of notice, quorum and
voting requirements, and standards of conduct of the Board of Directors. The
Executive Committee (if one be established) shall meet periodically between
meetings of the full Board. All committees shall keep regular minutes of their
meetings and shall cause them to be recorded in books kept for that purpose at
the office of the corporation.

                                   ARTICLE III
                                    OFFICERS

3.1 Appointment. The officers of the corporation shall be appointed annually by
the Board of Directors at its annual meeting held after the annual meeting of
the shareholders. If the appointment of officers is not held at such meeting,
such appointment shall be held as soon thereafter as a Board meeting
conveniently may be held. Except in the case of death, resignation, or removal,
each officer shall hold office until the next annual meeting of the Board and
until his or her successor is appointed and qualified.

3.2 Qualification. None of the officers of the corporation need be a director,
except as specified below. Any two or more of the corporate offices may be held
by the same person.

3.3 Officers Enumerated. Except as otherwise provided by resolution of the Board
of Directors, the officers of the corporation and their respective powers and
duties shall be as follows:

      3.3.1 Chairman of the Board. The Chairman of the Board (if such an officer
be appointed) shall be a director and shall perform such duties as shall be
assigned to him or her by the Board of Directors and in any employment
agreement. The Chairman shall preside at all meetings of the shareholders and at
all meetings of the Board at which he or she is present. The Chairman may sign
deeds, mortgages, bonds, contracts, and other instruments, except when the
signing thereof has been expressly delegated by the Board or by these Bylaws to
some other officer or agent of the corporation or is otherwise required by law
to be signed by some other officer or in some other manner. If the President
dies or becomes unable to act, the Chairman shall perform the duties of the
President, except as may be limited by resolution of the Board of Directors,
with all the powers of and subject to all the restrictions upon the President.

<PAGE>

      3.3.2 President. Subject to such supervisory powers as may be given by the
Board of Directors to the Chairman of the Board (if such an officer be
appointed), the President shall be the chief executive officer of the
corporation unless some other officer is so designated by the Board and, subject
to the control of the Board and the Executive Committee (if one be established),
shall supervise and control all of the assets, business, and affairs of the
corporation. The President may sign certificates for shares of the corporation,
deeds, mortgages, bonds, contracts, and other instruments, except when the
signing thereof has been expressly delegated by the Board or by these Bylaws to
some other officer or agent of the corporation or is otherwise required by law
to be signed by some other officer or in some other manner. The President shall
vote the shares owned by the corporation in other corporations, domestic or
foreign, unless otherwise prescribed by law or resolution of the Board. In
general, the President shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board from time to
time. In the absence of the Chairman of the Board, the President, if a director,
shall preside over all meetings of the shareholders and over all meetings of the
Board of Directors. The President shall have the authority to appoint one or
more Assistant Secretaries and Assistant Treasurers, as he or she deems
necessary.

      3.3.3 Vice Presidents. If no Chairman of the Board has been appointed, in
the absence or disability of the President, the Vice Presidents, if any, in
order of their rank as fixed by the Board of Directors or, if not ranked, a Vice
President designated by the Board shall perform all the duties of the President
and when so acting shall have all the powers of, and be subject to all the
restrictions upon, the President; provided that no such Vice President shall
assume the authority to preside as Chairman of meetings of the Board unless such
Vice President is a member of the Board. The Vice Presidents shall have such
other powers and perform such other duties as from time to time may be
respectively prescribed for them by the Board, these Bylaws, the President, or
the Chairman of the Board (if one be appointed).

      3.3.4 Secretary. The Secretary shall:

            (a) have responsibility for preparing minutes of meetings of the
shareholders and the Board of Directors and for authenticating records of the
corporation;

            (b) see that all notices are duly given in accordance with the
provisions of Sections 1.3, 1.5, 2.8, and 2.10 of these Bylaws and as required
by law;

            (c) be custodian of the corporate records and seal of the
corporation, if one be adopted;

            (d) keep a register of the post office address of each shareholder
and director;

            (e) attest certificates for shares of the corporation;

            (f) have general charge of the stock transfer books of the
corporation;

            (g) when required by law or authorized by resolution of the Board of
Directors, sign with the President, or other officer authorized by the President
or the Board, deeds, mortgages, bonds, contracts, and other instruments; and

            (h) in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned by the
President or the Board of Directors.

      In the absence of the Secretary, an Assistant Secretary may perform the
duties of the Secretary.

<PAGE>

      3.3.5 Treasurer. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his or her duties in such sum
and with such surety or sureties as the Board shall determine. The Treasurer
shall:

            (a) have charge and custody of and be responsible for all funds and
securities of the corporation;

            (b) receive and give receipts for moneys due and payable to the
corporation from any source whatsoever and deposit all such moneys in the name
of the corporation in banks, trust companies, or other depositories selected in
accordance with the provisions of these Bylaws; and

            (c) in general, perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned by the
President or the Board of Directors.

      In the absence of the Treasurer, an Assistant Treasurer may perform the
duties of the Treasurer.

3.4 Delegation. In case of the absence or inability to act of any officer of the
corporation and of each person herein authorized to act in his or her place, the
Board of Directors may from time to time delegate the powers and duties of such
officer to any other officer or other person whom it may select.

3.5 Resignation. Any officer may resign at any time by delivering notice to the
corporation. Any such resignation shall take effect at the time the notice is
delivered unless the notice specifies a later effective date. Unless otherwise
specified therein, acceptance of such resignation by the corporation shall not
be necessary to make it effective. Any resignation shall be without prejudice to
the rights, if any, of the corporation under any contract to which the officer
is a party.

3.6 Removal. Any officer or agent may be removed by the Board with or without
cause. An officer empowered to appoint another officer or assistant officer also
has the power with or without cause to remove any officer he or she would have
the power to appoint whenever in his or her judgment the best interests of the
corporation would be served thereby. The removal of an officer or agent shall be
without prejudice to the contract rights, if any, of the corporation or the
person so removed. Appointment of an officer or agent shall not of itself create
contract rights.

3.7 Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office, or any other cause may be filled by
the Board of Directors for the unexpired portion of the term or for a new term
established by the Board.

3.8 Other Officers and Agents. One or more Vice Presidents and such other
officers and assistant officers as may be deemed necessary or advisable may be
appointed by the Board of Directors or, to the extent provided in Section 3.3.2
above, by the President. Such other officers and assistant officers shall hold
office for such periods, have such authorities, and perform such duties as are
provided in these Bylaws or as may be provided by resolution of the Board. Any
officer may be assigned by the Board any additional title that the Board deems
appropriate. The Board may delegate to any officer or agent the power to appoint
any such assistant officers or agents and to prescribe their respective terms of
office, authorities, and duties.

3.9 Compensation. Compensation, if any, for officers and other agents and
employees of the corporation shall be determined by the Board of Directors, or
by a committee or officer appointed by the Board. No officer shall be prevented
from receiving compensation in such capacity by reason of the fact that he or
she is also a director of the corporation.

<PAGE>

                                   ARTICLE IV
                          CONTRACTS, CHECKS AND DRAFTS

4.1 Contracts. The Board of Directors may authorize any officer or officers or
agent or agents to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the corporation. Such authority may be general
or confined to specific instances.

      Subject to the limitations set forth in RCW 23B.08.700 through 23B.08.730
and 23B.19.040, to the extent applicable:

      (a) The corporation may enter into contracts and otherwise transact
business as vendor, purchaser, lender, borrower, or otherwise with its directors
and shareholders and with corporations, associations, firms, and entities in
which they are or may be or become interested as directors, officers,
shareholders, members, or otherwise.

      (b) Any such contract or transaction shall not be affected or invalidated
or give rise to liability by reason of the director's or shareholder's having an
interest in the contract or transaction.

4.2 Checks, Drafts, Etc. All checks, drafts, and other orders for the payment of
money, notes, and other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers or agent or agents of
the corporation and in such manner as may be determined from time to time by
resolution of the Board of Directors.

4.3 Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies, or other depositories as the Treasurer, subject to the
direction of the Board of Directors, may select.

                                    ARTICLE V
                                      STOCK

5.1 Issuance of Shares. No shares of the corporation shall be issued unless
authorized by the Board of Directors, which authorization shall include the
maximum number of shares to be issued, the consideration to be received for each
share, and, if the consideration is in a form other than cash, the determination
of the value of the consideration.

5.2 Certificates of Stock. All shares of the corporation shall be represented by
certificates in such form, not inconsistent with the Articles of Incorporation,
as the Board of Directors may from time to time prescribe. Certificates of stock
shall be issued in numerical order, and each shareholder shall be entitled to a
certificate signed by the President or a Vice President, attested to by the
Secretary or an Assistant Secretary, and sealed with the corporate seal, if any.
If any certificate is manually signed by a transfer agent or a transfer clerk
and by a registrar, the signatures of the President, Vice President, Secretary
or Assistant Secretary upon that certificate may be facsimiles that are engraved
or printed. If any person who has signed or whose facsimile signature has been
placed on a certificate no longer is an officer when the certificate is issued,
the certificate may nevertheless be issued with the same effect as if the person
were still an officer at the time of its issue.

      Every certificate of stock shall state:

      (a) The state of incorporation;

<PAGE>

      (b) The name of the registered holder of the shares represented thereby;

      (c) The number and class of shares, and the designation of the series, if
any, which such certificate represents;

      (d) If the corporation is authorized to issue different classes of shares
or different series within a class, either a summary of (on the face or back of
the certificate), or a statement that the corporation will furnish to any
shareholder upon written request and without charge a summary of, the
designations, relative rights, preferences, and limitations applicable to each
class and the variations in rights, preferences and limitations determined for
each series, and the authority of the Board of Directors to determine variations
for future series; and

      (e) If the shares are subject to transfer or other restrictions under
applicable securities laws or contracts with the corporation, either a complete
description of or a reference to the existence and general nature of such
restrictions on the face or back of the certificate.

5.3 Stock Records. The corporation or its agent shall maintain at the registered
office or principal office of the corporation, or at the office of the transfer
agent or registrar of the corporation, if one be designated by the Board of
Directors, a record of its shareholders, in a form that permits preparation of a
list of the names and addresses of all shareholders in alphabetical order by
class of shares showing the number and class of shares held by each. The person
in whose name shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.

5.4 Restrictions on Transfer. The Board of Directors shall have the authority to
issue shares of the capital stock of this corporation and the certificates
therefor subject to such transfer restrictions and other limitations as it may
deem necessary to promote compliance with applicable federal and state
securities laws, and to regulate the transfer thereof in such manner as may be
calculated to promote such compliance or to further any other reasonable
purpose. Except to the extent that the corporation has obtained an opinion of
counsel acceptable to the corporation that transfer restrictions are not
required under applicable securities laws, all certificates representing shares
of the corporation shall bear the following legend (or a legend of substantially
the same import) on the face of the certificate or on the reverse of the
certificate if a reference to the legend is contained on the face:

                        NOTICE: RESTRICTIONS ON TRANSFER

      The securities represented by this certificate have not been registered
      under the Securities Act of 1933, or any state securities laws, and may
      not be offered, sold, transferred, encumbered, or otherwise disposed of
      except upon satisfaction of certain conditions. Information concerning
      these restrictions may be obtained from the corporation or its legal
      counsel. Any offer or disposition of these securities without satisfaction
      of said conditions will be wrongful and will not entitle the transferee to
      register ownership of the securities with the corporation.

5.5 Transfers. Shares of stock may be transferred by delivery of the
certificates therefor, accompanied by:

      (a) an assignment in writing on the back of the certificate, or an
assignment separate from certificate, or a written power of attorney to sell,
assign, and transfer the same, signed by the record holder of the certificate;
and

<PAGE>

      (b) such additional documents, instruments, and other items of evidence as
may be reasonably necessary to satisfy the requirements of any transfer
restrictions applicable to such shares, whether arising under applicable
securities or other laws, or by contract, or otherwise.

      Except as otherwise specifically provided in these Bylaws, no shares of
stock shall be transferred on the books of the corporation until the outstanding
certificate therefor has been surrendered to the corporation. All certificates
surrendered to the corporation for transfer shall be canceled, and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that, in case of a lost,
destroyed, or mutilated certificate, a new one may be issued therefor upon such
terms (including indemnity to the corporation) as the Board of Directors may
prescribe.

                                   ARTICLE VI
                          RECORDS OF CORPORATE MEETINGS

      The corporation shall keep, as permanent records, minutes of all meetings
of its shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors exercising the authority
of the Board of Directors on behalf of the corporation. The corporation shall
keep at its principal office a copy of the minutes of all shareholders' meetings
that have occurred, and records of all action taken by shareholders without a
meeting, within the past three (3) years. Any person dealing with the
corporation may rely upon a copy of any of the records of the proceedings,
resolutions, or votes of the Board or shareholders when certified by the
President or Secretary.

                                   ARTICLE VII
                                FINANCIAL MATTERS

      The corporation shall maintain appropriate accounting records at its
principal office and shall prepare the annual financial statements required by
RCW 23B.16.200. Except to the extent otherwise expressly determined by the Board
of Directors or otherwise required by law, the accounting records of the
corporation shall be kept and prepared in accordance with generally accepted
accounting principles applied on a consistent basis from period to period. The
fiscal year of the corporation shall be the calendar year unless otherwise
expressly determined by the Board of Directors.

                                  ARTICLE VIII
                                  DISTRIBUTIONS

      The Board of Directors may from time to time authorize, and the
corporation may make, distributions (as defined in RCW 23B.01.400) to its
shareholders to the extent permitted by RCW 23B.06.400, subject to any
limitation in the Articles of Incorporation. A director who votes for or assents
to a distribution made in violation of RCW 23B.06.400 is personally liable to
the corporation for the amount of the distribution that exceeds that which could
have been distributed without violating RCW 23B.06.400 if it is established that
the director did not perform the director's duties in compliance with Section
2.1 above.

                                   ARTICLE IX
                                 CORPORATE SEAL

      The Board of Directors may, but shall not be required to, adopt a
corporate seal for the corporation in such form and with such inscription as the
Board may determine. If such a corporate seal shall at any time be so adopted,
the application of or the failure to apply such seal to any document or
instrument shall have no effect upon the validity or invalidity of such document
or instrument under otherwise applicable principles of law.

<PAGE>

                                    ARTICLE X
                                   MISCELLANY

10.1 Communications by Facsimile. Whenever these Bylaws require notice, consent,
or other communication to be delivered for any purpose, transmission by phone,
wire, wireless equipment or electronic mail which transmits a facsimile of such
communication shall constitute sufficient delivery for such purpose. Such
communication shall be deemed to have been received by or in the possession of
the addressee upon completion of the transmission.

10.2 Inspector of Elections. Before any annual meeting of shareholders, the
Board of Directors may appoint an inspector of elections to act at the meeting
and any adjournment thereof. If no inspector of elections is so appointed by the
Board, then the chairman of the meeting may appoint an inspector of elections to
act at the meeting. If any person appointed as inspector fails to appear or
fails or refuses to act, then the chairman of the meeting may, and upon the
request of any shareholder or a shareholder's proxy shall, appoint a person to
fill that vacancy.

      Such inspector of elections shall:

      (a) determine the number of shares outstanding and the voting power of
each, the number of shares represented at the meeting, the existence of a
quorum, and, with the advice of legal counsel to the corporation, the
authenticity, validity, and effect of proxies pursuant to RCW 23B.07.220 and
23B.07.240 and any procedure adopted by the Board of Directors pursuant to RCW
23B.07.230;

      (b) receive votes, ballots, or consents;

      (c) hear and determine all challenges and questions in any way arising in
connection with the right to vote;

      (d) count and tabulate all votes or consents;

      (e) determine the result; and

      (f) do any other acts that may be proper to conduct the election or vote
with fairness to all shareholders.

10.3 Rules of Order. The rules contained in the most recent edition of Robert's
Rules of Order, Revised, shall govern all meetings of shareholders and directors
where those rules are not inconsistent with the Articles of Incorporation or
Bylaws, subject to the following:

      (a) The chairman of the meeting shall have absolute authority over matters
of procedure, and there shall be no appeal from the ruling of the chairman. If
the chairman in his or her absolute discretion deems it advisable to dispense
with the rules of parliamentary procedure for any meeting or any part thereof,
the chairman shall so state and shall clearly state the rules under which the
meeting or appropriate part thereof shall be conducted.

      (b) If disorder should arise which prevents continuation of the legitimate
business of the meeting, the chairman may quit the chair and announce the
adjournment of the meeting; upon so doing, the meeting shall be deemed
immediately adjourned, subject to being reconvened in accordance with Section
1.5 of these Bylaws, as the case may be.
<PAGE>

      (c) The chairman may ask or require that anyone not a bona fide
shareholder or proxy leave the meeting of shareholders.

      (d) A resolution or motion at a meeting of shareholders shall be
considered for vote only if proposed by a shareholder or duly authorized proxy
and seconded by an individual who is a shareholder or duly authorized proxy
other than the individual who proposed the resolution or motion.

10.4 Construction. Within these Bylaws, words of any gender shall be construed
to include any other gender, and words in the singular or plural number shall be
construed to include the plural or singular, respectively, unless the context
otherwise requires.

10.5 Severability. If any provision of these Bylaws or any application thereof
shall be invalid, unenforceable, or contrary to applicable law, the remainder of
these Bylaws, and the application of such provisions to individuals or
circumstances other than those as to which it is held invalid, unenforceable, or
contrary to applicable law, shall not be affected thereby.

10.6 Notices To And From Directors And Shareholders. In addition to the means of
notice previously provided for or required in these Bylaws, notices to directors
and shareholders from the corporation and from directors and shareholders to the
corporation may be provided in an electronic transmission and be electronically
transmitted. Similarly where these Bylaws provide for or require action by
"written" consent or in a "writing", such consent or action may be either in a
tangible medium ("written" or a "writing") or by means of electronic
transmission. Terms used in this Bylaws shall be as defined in the Act. Subject
to contrary provisions in the Act, notice to shareholders or directors in an
electronic transmission shall be effective only with respect to shareholders and
directors that have consented in the form of a record to receive electronically
transmitted notices and that have designated in the consent the address,
location, or system to which these notices may be electronically transmitted and
with respect to a notice that otherwise complies with any other requirements of
the Act and any applicable federal law.

      A shareholder or director who has consented to receipt of electronically
transmitted notices may revoke this consent by delivering a revocation to the
corporation in the form of a record.

      The consent of any shareholder or director is revoked if (a) the
corporation is unable to electronically transmit two consecutive notices given
by the corporation in accordance with the consent, and (b) this inability
becomes known to the secretary of the corporation, the transfer agent, or any
other person responsible for giving the notice. The inadvertent failure by the
corporation to treat this inability as a revocation does not invalidate any
meeting or other action.

                                   ARTICLE XI
                               AMENDMENT OF BYLAWS

      Subject to the requirements of Section 23B.10.210 of the Act relating to
supermajority quorum provisions for the Board of Directors, the Bylaws of the
corporation may be amended or repealed, or new Bylaws may be adopted, by: (a)
the shareholders, even though the Bylaws may also be amended or repealed, or new
Bylaws may also be adopted, by the Board of Directors; or (b) subject to the
power of the shareholders of the corporation to change or repeal the Bylaws, the
Board of Directors, unless such power is reserved, by the Articles of
Incorporation or by law, exclusively to the shareholders in whole or in part or
unless the shareholders, in amending or repealing a particular bylaw, provide
expressly that the Board of Directors may not amend or repeal that bylaw. Any
officer of the corporation may authenticate a restatement of the Bylaws and all
amendments thereto adopted in the manner provided above.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>v013403_ex99-1.txt
<TEXT>
[LOGO] AIRSPAN
                                                                   PRESS RELEASE

                        AIRSPAN ANNOUNCES APPOINTMENT OF
                   RANDALL E. CURRAN TO ITS BOARD OF DIRECTORS

BOCA RATON, FLA. - OCTOBER 18, 2004 -- Airspan Networks, Inc. (Nasdaq: AIRN), a
leading worldwide provider of broadband wireless access networks, including
WiMAX-standard systems, today announced the appointment of Randall E. Curran as
a member of the Board of Directors of the Company.

Curran most recently served as Chairman and Chief Executive Officer of ICG
Communications Inc. ("ICG"), a facilities-based communications provider of
Internet and voice communication services, since September 2000. He joined the
Board of Directors of ICG in October 2002. Curran was formerly Chairman,
President and Chief Executive Officer of Thermadyne Holdings Corporation
("Thermadyne"). From 1995 to 2000, Curran also held several other executive
positions at Thermadyne including Chief Operating Officer and Chief Financial
Officer. Prior to joining Thermadyne, Curran held various finance positions with
Cooper Industries, Inc., McGraw-Edison Co., and Arthur Andersen & Co. He
graduated from DePauw University with a B.A., Economics in 1976, and from Loyola
University of Chicago with an MBA in 1982. He also holds a CPA certification.

"We are very pleased that Randall has agreed to join the Airspan Board," said
Matt Desch, Chairman of the Board of Airspan. "His experience in manufacturing
and telecommunications, coupled with his deep financial background, will help
support Airspan's continued growth and strengthen our governance processes."

                                    - more -
<PAGE>

Randall E Curran Appointment - page 2

ABOUT AIRSPAN NETWORKS INC.

Airspan  Networks  provides  wireless  voice  and data  systems  and  solutions,
including Voice Over IP (VoIP), to both licensed and unlicensed operators around
the world in frequency  bands between 700 MHz and 6 GHz,  including both PCS and
3.5GHz  international bands. Airspan has a strong product evolution roadmap that
includes  offerings  compliant  with  the new  802.16-2004  standard,  and  with
built-in 802.16e capability. Airspan is on the Board and a founder member of the
WiMAX Forum.  The Company has  deployments  with more than 200 operators in more
than 70 countries. Airspan's systems are based on radio technology that delivers
excellent  area  coverage,  high security and  resistance  to fading.  Airspan's
systems can be deployed  rapidly and cost  effectively,  providing an attractive
alternative to traditional wired  communications  networks.  Airspan also offers
radio planning, network installation, integration, training and support services
to  facilitate  the  deployment  and  operation  of  its  systems.   Airspan  is
headquartered  in Boca  Raton,  Florida  with  its  main  operations  center  in
Uxbridge, United Kingdom.

More information on Airspan can be found at http://www.airspan.com

This press release  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. All statements, other than statements of historical facts,
including  statements  regarding  our  strategy,  future  operations,  financial
position, future revenues,  projected costs, prospects,  plans and objectives of
management,   may  be  deemed  to  be  forward-looking   statements.  The  words
"anticipates,"  "believes,"  "estimates,"  "expects," "intends," "may," "plans,"
"projects,"  "will,"  "would" and  similar  expressions  or negative  variations
thereof are intended to identify  forward-looking  statements,  although not all
forward-looking  statements contain these identifying words. We may not actually
achieve the plans,  intentions or expectations  disclosed in our forward-looking
statements  and you  should  not place  undue  reliance  on our  forward-looking
statements.  There are a number of  important  factors  that could cause  actual
results  or  events  to  differ  materially  from  the  plans,   intentions  and
expectations disclosed in the forward-looking  statements we make. Investors and
others are  therefore  cautioned  that a variety of factors,  including  certain
risks,  may affect our business and cause  actual  results to differ  materially
from  those set forth in the  forward-looking  statements.  The  Company is also
subject  to the  risks  and  uncertainties  described  in its  filings  with the
Securities and Exchange Commission, including its Annual Report on Form 10-K for
the year  ended  December  31,  2003.  You should  read  those  factors as being
applicable  to all related  forward-looking  statements  wherever they appear in
this  press   release.   We  do  not  assume  any   obligation   to  update  any
forward-looking statements.

FOR INVESTMENT INQUIRIES, CONTACT:
AIRSPAN NETWORKS INC:
Peter Aronstam
Chief Financial Officer
Tel: +1 561 893-8682
Fax: +1 561 893-8671
Email: paronstam@airspan.com
</TEXT>
</DOCUMENT>
</SUBMISSION>
