<SUBMISSION>
<ACCESSION-NUMBER>0001012870-01-502966
<TYPE>SC TO-I/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20011128
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>EXTREME NETWORKS INC
<CIK>0001078271
<ASSIGNED-SIC>3576
<IRS-NUMBER>770430270
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-I/A
<ACT>34
<FILE-NUMBER>005-56641
<FILM-NUMBER>1800980
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3585 MONROE STREET
<CITY>SANTA CLARA
<STATE>CA
<ZIP>95051
<PHONE>4085792800
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>3585 MONROE STREET
<CITY>SANTA CLARA
<STATE>CA
<ZIP>95051
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>EXTREME NETWORKS INC
<CIK>0001078271
<ASSIGNED-SIC>3576
<IRS-NUMBER>770430270
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-I/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3585 MONROE STREET
<CITY>SANTA CLARA
<STATE>CA
<ZIP>95051
<PHONE>4085792800
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>3585 MONROE STREET
<CITY>SANTA CLARA
<STATE>CA
<ZIP>95051
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-I/A
<SEQUENCE>1
<FILENAME>dsctoia.txt
<DESCRIPTION>AMENDMENT NO. 2 TO SCHEDULE TO-I
<TEXT>
<PAGE>

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ___________________________

                                   SCHEDULE TO
                                  (RULE 13E-4)

            Tender Offer Statement under Section 14(d)(1) OR 13(e)(1)
                   of the Securities and Exchange Act of 1934
                                (Amendment No. 2)

                           ___________________________

                             EXTREME NETWORKS, INC.
       (Name of Subject Company ("Issuer") and Filing Person ("Offeror"))

                           ___________________________

          Options to purchase Common Stock, par value $0.001 per share
                         (Title of Class of Securities)

                           ___________________________

                                     30226D
                      (CUSIP Number of Class of Securities)
                            (Underlying Common Stock)

                           ___________________________

                                 Gordon L. Stitt
                      President and Chief Executive Officer
                             Extreme Networks, Inc.
                               3585 Monroe Street
                          Santa Clara, California 95051
                                 (408) 579-2800
                 (Name, Address, and Telephone Number of Person
                Authorized to Receive Notices and Communications
                           on Behalf of Filing Person)

                           ___________________________

                            CALCULATION OF FILING FEE

================================================================================
               Transaction Valuation*                       Amount of Filing Fee
                   $139,522,081                                $27,910.42
================================================================================
*    Calculated solely for purposes of determining the filing fee. This amount
     assumes that options to purchase 15,436,910 shares of common stock of
     Extreme Networks, Inc. having an aggregate value of $139,522,081 as of
     October 29, 2001 will be acquired in connection with this Offer. The
     aggregate value of such options was calculated based on the Black-Scholes
     option pricing model. The amount of the filing fee, calculated in
     accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as
     amended, equals 1/50th of one percent of the value of the transaction.

[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:  $27,910.42
     Form or Registration No.:  Schedule TO-I
     Filing party:  Extreme Networks, Inc.
     Date filed:  October 31, 2001

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

Check the appropriate boxes 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: [_]
================================================================================

<PAGE>

                             Introductory Statement

This Amendment No. 2 (this "Amendment") amends and supplements the Tender Offer
Statement on Schedule TO filed by Extreme Networks, Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
on October 31, 2001, as amended on November 15, 2001 (as amended, the "Schedule
TO"), relating to the Company's offer to certain employees to exchange certain
options that were granted and are outstanding under the Extreme Networks, Inc.
Amended 1996 Stock Option Plan, the Extreme Networks, Inc. 2000 Nonstatutory
Stock Option Plan, or the Extreme Networks, Inc. 2001 Nonstatutory Stock Option
Plan, to purchase shares of the Company's Common Stock, par value $0.001 per
share, having an exercise price per share of $10.00 or more for new options to
purchase shares of the Company's Common Stock, upon the terms and subject to the
conditions described in the Offer to Exchange dated October 31, 2001, and filed
as Exhibit (a)(1) to the Schedule TO.

This Amendment No. 2 amends and supplements the Schedule TO and the Offer to
Exchange filed as Exhibit (a)(1) thereto, in order to file as Exhibit (a)(8) the
email from Julia Cochrane of the Legal Department to employees of the Company
concerning changes to the Offer to Exchange.

Item 12.  Exhibits.

Exhibit
Number                                 Description
------   -----------------------------------------------------------------------
(a)(1)   Offer to Exchange dated October 31, 2001.*
(a)(2)   Email sent to employees of the Company on October 31, 2001.*
(a)(3)   Form of Online Election Form.*
(a)(4)   Question and Answer Regarding Stock Option Exchange sent to employees
         of the Company on October 31, 2001.*
(a)(5)   Stock Option Exchange Employee Presentation sent to employees of the
         Company on October 31, 2001.*
(a)(6)   Extreme Networks, Inc. Annual Report on Form 10-K for its fiscal year
         ended July 1, 2001, filed with the Securities and Exchange Commission
         on September 26, 2001, is incorporated herein by reference.*
(a)(7)   Form of confirmation of acceptance and cancellation of tendered options
         to be delivered by the Company.*
(a)(8)   Email from Julia Cochrane of the Legal Department to employees of the
         Company concerning changes to the Offer to Exchange.
(b)      Not Applicable.
(d)(1)   Extreme Networks, Inc. Amended 1996 Stock Option Plan, as amended.*
(d)(2)   Extreme Networks, Inc. Amended 1996 Stock Option Plan Prospectus. *
(d)(3)   Form of Notice of Grant of Stock Options and Stock Option Agreement
         pursuant to the Extreme Networks, Inc. Amended 1996 Stock Option Plan.*
(d)(4)   Extreme Networks, Inc. 2000 Nonstatutory Stock Option Plan. *
(d)(5)   Extreme Networks, Inc. 2000 Nonstatutory Stock Option Plan Prospectus.*
(d)(6)   Form of Notice of Grant of Stock Options and Stock Option Agreement
         pursuant to the Extreme Networks, Inc. 2000 Nonstatutory Stock Option
         Plan. *
(d)(7)   Extreme Networks, Inc. 2001 Nonstatutory Stock Option Plan. *
(d)(8)   Extreme Networks, Inc. 2001 Nonstatutory Stock Option Plan Prospectus.*
(d)(9)   Form of Notice of Grant of Stock Options and Stock Option Agreement
         pursuant to the Extreme Networks, Inc. 2001 Nonstatutory Stock Option
         Plan. *
(g)      Not Applicable.
(h)      Not Applicable.

____________________________

* Previously filed.

<PAGE>

                                    SIGNATURE
                                    ---------

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 to the Schedule TO is
true, complete and correct.

                                                 EXTREME NETWORKS, INC.

                                                 /s/  Harold L. Covert
                                                 -------------------------------
                                                 Harold L. Covert
                                                 Chief Financial Officer

Dated:  November 28, 2001

<PAGE>


                                INDEX TO EXHIBITS
                                -----------------

Exhibit
Number                              Description
------   -------------------------------------------------------------------
(a)(1)   Offer to Exchange dated October 31, 2001.*
(a)(2)   Email sent to employees of the Company on October 31, 2001.*
(a)(3)   Form of Online Election Form.*
(a)(4)   Question and Answer Regarding Stock Option Exchange sent to employees
         of the Company on October 31, 2001.*
(a)(5)   Stock Option Exchange Employee Presentation sent to employees of the
         Company on October 31, 2001.*
(a)(6)   Extreme Networks, Inc. Annual Report on Form 10-K for its fiscal year
         ended July 1, 2001, filed with the Securities and Exchange Commission
         on September 26, 2001, is incorporated herein by reference.*
(a)(7)   Form of confirmation of acceptance and cancellation of tendered options
         to be delivered by the Company.*
(a)(8)   Email from Julia Cochrane of the Legal Department to employees of the
         Company concerning changes to the Offer to Exchange.
(b)      Not Applicable.
(d)(1)   Extreme Networks, Inc. Amended 1996 Stock Option Plan, as amended.*
(d)(2)   Extreme Networks, Inc. Amended 1996 Stock Option Plan Prospectus.*
(d)(3)   Form of Notice of Grant of Stock Options and Stock Option Agreement
         pursuant to the Extreme Networks, Inc. Amended 1996 Stock Option Plan.*
(d)(4)   Extreme Networks, Inc. 2000 Nonstatutory Stock Option Plan.*
(d)(5)   Extreme Networks, Inc. 2000 Nonstatutory Stock Option Plan Prospectus.*
(d)(6)   Form of Notice of Grant of Stock Options and Stock Option Agreement
         pursuant to the Extreme Networks, Inc. 2000 Nonstatutory Stock Option
         Plan.*
(d)(7)   Extreme Networks, Inc. 2001 Nonstatutory Stock Option Plan.*
(d)(8)   Extreme Networks, Inc. 2001 Nonstatutory Stock Option Plan Prospectus.*
(d)(9)   Form of Notice of Grant of Stock Options and Stock Option Agreement
         pursuant to the Extreme Networks, Inc. 2001 Nonstatutory Stock Option
         Plan.*
(g)      Not Applicable.
(h)      Not Applicable.

_______________________________

* Previously filed

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(8)
<SEQUENCE>3
<FILENAME>dex99a8.txt
<DESCRIPTION>EMAIL FROM JULIA COCHRANE OF THE LEGAL DEPARTMENT
<TEXT>
<PAGE>

                                                                  EXHIBIT (a)(8)

At the time Extreme announced the stock exchange program, Extreme was required
to file a document with the SEC explaining the program, referred to as "Schedule
TO". The Schedule TO that we filed is available on the intranet at
https://exchange.extremenetworks.com.
------------------------------------

After receiving this document, the SEC reviewed our filing and requested that
Extreme make some clarifications to the Schedule TO in the form of an amendment
to Schedule TO. The SEC's review and comments are part of the SEC's standard
process, and this amendment does not change our stock exchange program or the
schedule.

The original filing stated that the new options would be granted "at least" 6
months and one day after the cancellation date for the eligible option grants.
We deleted the phrase "at least" and clarified that the new options will be
granted on June 5, 2002, exactly 6 months and one day after December 4, the
cancellation date for the eligible option grants (unless the offer period is
extended). If Extreme extends the offer period for the stock exchange program
beyond December 3rd, Extreme will notify all employees no later than 12:00 noon,
Pacific Time, on December 4th.

For employees who elect to participate in the stock exchange program, on
December 4th, we will email you a confirmation that your eligible options were
cancelled on December 4th pursuant to your election, and that your new options
will be granted on June 5th, 2002. Extreme's Board of Directors will meet on
June 5th, 2002 to grant the new option grants.

A more detailed summary of the amendment is attached below. The revised
documents, reflecting all of the changes discussed above, can be found on the
internal website created for the Offer to Exchange
(https://exchange.extremenetworks.com). Hard copies are available upon request,
and may be obtained by contacting Bill Barthell in the Legal Department.

Please remember that the deadline for submitting the Online Election Form is 12
midnight, Pacific Time, on Monday, December 3, 2001.

If you have any questions about the stock exchange program, please contact Bill
Barthell in the Legal Department. Questions about your stock options and grants
may be referred to Anna Baca in Stock Administration.

Changes to the Schedule TO and the Offer to Exchange are located in the
following sections:

New Option Grant Date
---------------------
We have revised Questions 1, 7, 11 and 24 to the Summary of Terms, the
introduction to the Offer to Exchange and Sections 1 (Number of Options;
Expiration Date) and 10 (Status of Eligible Options Acquired by Us in the Offer)
of the Offer to Exchange to clarify that the New Options will be granted on the
date which is six months and one day after the Cancellation Date, or June 5,
2002 (unless Extreme extends the Offer Period). We have also revised Section 5
(Acceptance of Eligible Options for Exchange and Cancellation and Issuance of
New Options) of

<PAGE>

the Offer to Exchange to explain that the Board of Directors of the Company will
meet on the actual grant date in order to issue the New Options on the New
Option Grant Date.

Announcement of Extension
-------------------------
We have also amended Question 29 to the Summary of Terms and Section 39
(Extension of the Offer; Termination; Amendment) of the Offer to Exchange to
provide that should Extreme extend the Offer, Extreme will announce the
extension no later than 12:00 noon, Pacific Time, the next business day after
the last previously scheduled or announced expiration date.

Procedures for Tendering Options
--------------------------------
We have modified Section 3 (Procedures for Tendering Options) and Section 5
(Acceptance of Eligible Options for Exchange and Cancellation and Issuance of
New Options) of the Offer to Exchange to explain that Extreme will deliver a
confirmation of acceptance to optionees electing to participate in the Offer to
Exchange indicating that the tendered options have been cancelled and notifying
such optionees of the date on which the New Options will be granted.

Conditions to the Offer
-----------------------
We have revised Section 6 (Conditions to the Offer) and Section 39 (Extension of
the Offer; Termination; Amendment) of the Offer to Exchange to clarify that all
conditions to the Offer will be asserted, satisfied or waived on or before the
expiration of the Offer.

Miscellaneous
-------------
We have revised Section 42 of the Offer to Exchange to withdraw certain language
regarding the application of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 to forward-looking statements
set forth in the Offer and SEC reports referenced in the Offer.

Julia Cochrane

</TEXT>
</DOCUMENT>
</SUBMISSION>
