<SUBMISSION>
<ACCESSION-NUMBER>0001012870-01-503012
<TYPE>SC TO-I/A
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20011130
<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>1804392
</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. 3 TO SC 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. 3)

                          ----------------------------

                             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.

**   Amount Previously Paid

[_]  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:  N/A

     Form or Registration No.:  N/A

     Filing party:  N/A

     Date filed:  N/A

[_]  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. 3 (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 and November 28, 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 amends and supplements the Schedule TO and the Offer to Exchange
filed as Exhibit (a)(1) thereto in order to file as Exhibit (a)(9) the email to
employees of the Company announcing the Company's intent to offer certain
Convertible Subordinated Notes due 2006 and to file as Exhibit (a)(10) a revised
financial table to correct inadvertent errors which appeared in Section 41
(Information About Extreme Networks) of 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.*
(a)(9)       Email to employees of the Company announcing the Company's intent
             to offer certain Convertible Subordinated Notes due 2006.
(a)(10)      Revised financial table.
(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. 3 to the Schedule TO is
true, complete and correct.

                                         EXTREME NETWORKS, INC.

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

Dated:  November 30, 2001




                                       ii


<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.*
(a)(9)       Email to employees of the Company announcing the Company's intent
             to offer certain Convertible Subordinated Notes due 2006.
(a)(10)      Revised financial table.
(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



                                      iii



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(9)
<SEQUENCE>3
<FILENAME>dex99a9.txt
<DESCRIPTION>EMAIL TO EMPLOYEES ANNOUNCING INTENT OF OFFER
<TEXT>
<PAGE>



                                                                  EXHIBIT (a)(9)

As you may know, Extreme recently announced its intent, subject to market and
other conditions, to offer $175 to $200 million of Convertible Subordinated
Notes due 2006 in a private placement. Interest on the notes will accrue at an
annual rate of 3.5%. The notes will mature on December 1, 2006 and are
convertible into Extreme common stock at a conversion price of approximately
$20.96 per share. The closing of the offering is subject to customary closing
conditions. Extreme intends to use the net proceeds of the anticipated offering
for working capital and other general corporate purposes.

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.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(10)
<SEQUENCE>4
<FILENAME>dex99a10.txt
<DESCRIPTION>REVISED FINANCIAL TABLE
<TEXT>
<PAGE>


                                                                 Exhibit (a)(10)

     The following table is being filed as an exhibit to correct in advertent
errors that appear in Section 41 (Information Concerning Extreme Networks) of
the Offer to Exchange.

<TABLE>
<CAPTION>

                                                                   FISCAL YEAR ENDED JULY 1,
                                                                    2000             2001
Consolidated Statement Of Operations Data:                     (IN THOUSANDS, EXCEPT PER SHARE)

<S>                                                            <C>               <C>
Net revenues                                                   $   261,956        $    491,232
Operating income (loss)                                             16,254            (101,893)
Net income (loss)                                              $    20,048        $    (68,883)
                                                               -----------        ------------
Net income (loss) per share:

Basic                                                          $      0.20        $     (0.64)
                                                               -----------        ------------

Diluted                                                        $      0.18        $     (0.64)
                                                               -----------        ------------
Shares used in computing net income (loss) per share :

Basic                                                              100,516             108,353
                                                               -----------        ------------

Diluted                                                            111,168             108,353
                                                               -----------        ------------

Consolidated Balance Sheet Data
Cash, cash equivalents and short-term investments               $  183,361        $    157,096
Working capital                                                    205,881             211,432
Total assets                                                       515,930             688,357
Total long-term liabilities                                            306                 266
Total stockholders' equity                                         419,021             548,762
Current assets                                                     302,484             350,761
Non-current assets                                                 213,446             337,596
Current liabilities                                                 96,603             139,329
Non-current liabilities                                                306                 266
Ratio of earnings to fixed charges (1)                               10.6x                  --(2)
Book value                                                            3.93                4.81
</TABLE>

         (1)  For purposes of calculating the ratio of earnings to fixed
              charges, (i) earnings consist of consolidated income (loss) before
              income taxes plus fixed charged and (ii) fixed charges consist of
              interest expense incurred that is deemed by the Company to be
              representative of the interest factor.

         (2)  Earnings were inadequate to cover fixed charges.




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