<PAGE>   1

   As filed with the Securities and Exchange Commission on November 16, 1999
                                                       Registration No. 333-____
================================================================================

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

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                         NEXT LEVEL COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                 <C>                            <C>
             DELAWARE                           3674                   94-3342408
  (State or other jurisdiction      (Primary Standard Industrial     (IRS Employer
of incorporation or organization)    Classification Code Number)   Identification No.)
</TABLE>

                              6085 State Farm Drive
                         Rohnert Park, California 94928
               (Address of principal executive offices) (Zip Code)

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

                         NEXT LEVEL COMMUNICATIONS, INC.
                          1997 Long-Term Incentive Plan
                                 1999 Stock Plan
                       1999 Employee Stock Purchase Plan
                           1999 Equity Incentive Plan
                            (Full title of the Plans)

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

                                James T. Wandrey
                Senior Vice President and Chief Financial Officer
                         NEXT LEVEL COMMUNICATIONS, INC.
                              6085 State Farm Drive
                         Rohnert Park, California 94928
                     (Name and address of agent for service)
                                 (707) 584-6820
          (Telephone number, including area code, of agent for service)

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

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
====================================================================================================================
          Title of                                            Proposed Maximum     Proposed Maximum       Amount of
        Securities to                       Amount to be       Offering Price     Aggregate Offering    Registration
        be Registered                       Registered(1)       per Share(2)           Price(2)              Fee
        -------------                       -------------     ----------------    ------------------    ------------
<S>                                        <C>                   <C>                <C>                   <C>
1997 Long-Term Incentive Plan
     Options                                   6,150,785           N/A                   N/A                  N/A
     Common Stock (par value $0.01)        6,150,785 shares      $20.00             $123,015,700          $34,198.36

1999 Stock Plan
     Options                                   5,400,000           N/A                   N/A                  N/A
     Common Stock (par value $0.01)        5,400,000 shares      $20.00             $108,000,000          $30,024.00

1999 Employee Stock Purchase Plan
     Right to Purchase                         1,000,000           N/A                   N/A                  N/A
     Common Stock (par value $0.01)        1,000,000 shares      $20.00              $20,000,000           $5,560.00

1999 Equity Incentive Plan
     Options                                   4,000,000           N/A                   N/A                  N/A
     Common Stock (par value $0.01)        4,000,000 shares      $20.00              $80,000,000          $22,240.00
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under 1997 Long-Term Incentive Plan,
     1999 Stock Plan, 1999 Employee Stock Purchase Plan, and 1999 Equity
     Incentive Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the receipt
     of consideration which results in an increase in the number of the
     outstanding shares of Common Stock of Next Level Communications, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the fair market value
     per share of Common Stock of Next Level Communications, Inc. on November
     10, 1999.

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Next Level Communications, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

     (a)  The Registrant's prospectus filed with the SEC pursuant to Rule 424(b)
          under the Securities Act of 1933, as amended (the "1933 Act"), in
          connection with Registration Statement No. 333-85999 on Form S-1 filed
          with the SEC on November 10, 1999, together with any and all
          amendments thereto, in which there are set forth audited financial
          statements of the Registrant's as of December 31, 1997 and 1998 and
          September 30, 1999 and for each of the three years in the period ended
          December 31, 1998 and for the nine months ended September 30, 1999,
          and

     (b)  The description of the Registrant's outstanding Common Stock contained
          in the Registrant's Registration Statement No. 000-27877 on Form
          8-A12G filed with the SEC on October 29, 1999, pursuant to Section 12
          of the 1934 Act, including any amendment or report filed for the
          purpose of updating such description.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
permissible indemnification of officers, employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its directors. The Indemnification
Agreements provide the Registrant's directors with further indemnification to
the maximum extent permitted by the Delaware General Corporation Law.


                                      II-2

<PAGE>   3

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits

<TABLE>
<CAPTION>
Exhibit Number        Exhibit
--------------        -------
<S>                   <C>

     4         Instrument Defining Rights of Stockholders. Reference is made to
               Registrant's Registration Statement No. 000-27877 on Form 8-A12G,
               which is incorporated herein by reference pursuant to Item 3(b) of
               this Registration Statement.

     5         Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
               & Hachigian, LLP.

    23.1       Independent Auditors' Consent.

    23.2       Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
               LLP is contained in Exhibit 5.

    24         Power of Attorney. Reference is made to page II-4 of this Registration
               Statement.
</TABLE>

Item 9. Undertakings

     A.   The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
Act each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the Registrant's 1997 Long-Term Incentive Plan, 1999 Stock Plan,
1999 Employee Stock Purchase Plan, and 1999 Equity Incentive Plan .

     B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-3

<PAGE>   4


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rohnert Park, State of California on this 16th day of
November, 1999.


                                              NEXT LEVEL COMMUNICATIONS, INC.


                                              By: /s/ Peter W. Keeler
                                                 -------------------------------
                                                 Peter W. Keeler
                                                 Chairman of the Board, Chief
                                                 Executive Officer and President



                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Next Level Communications,
Inc., a Delaware corporation, do hereby constitute and appoint Peter W. Keeler
and James T. Wandrey, and either of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                              Title                       Date
---------                              -----                       ----
<S>                           <C>                          <C>
 /s/ Peter W. Keeler          Chairman of the Board,         November 16, 1999
-------------------------     Chief Executive Officer,
     Peter W. Keeler          and President (Principal
                              Executive Officer)


 /s/ James T. Wandrey         Senior Vice President,         November 16, 1999
-------------------------     Chief Financial Officer,
     James T. Wandrey         Treasurer, and Secretary
                              (Principal Financial and
                              Accounting Officer)
</TABLE>

<PAGE>   5

<TABLE>
<CAPTION>
Signature                              Title                      Date
---------                              -----                      ----
<S>                           <C>                           <C>
/s/ John McCartney            Director                      November 16, 1999
-------------------------
     John McCartney

/s/ Lynn Forester             Director                      November 16, 1999
-------------------------
      Lynn Forester

/s/ Paul S. Latchford         Director                      November 16, 1999
-------------------------
    Paul S. Latchford

/s/ Richard C. Smith          Director                      November 16, 1999
-------------------------
    Richard C. Smith
</TABLE>

<PAGE>   6

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number        Exhibit
--------------        -------
<S>                   <C>

     4         Instrument Defining Rights of Stockholders. Reference is made to
               Registrant's Registration Statement No. 000-27877 on Form 8-A12G,
               which is incorporated herein by reference pursuant to Item 3(b) of
               this Registration Statement.

     5         Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
               & Hachigian, LLP.

    23.1       Independent Auditors' Consent.

    23.2       Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
               LLP is contained in Exhibit 5.

    24         Power of Attorney. Reference is made to page II-4 of this Registration
               Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18381}]
{"company-data": {"conformed-name": "NEXT LEVEL COMMUNICATIONS INC", "cik": "0001093802", "assigned-sic": "4813", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91059", "film-number": "99759129"}, "business-address": {"street1": "6085 STATE FARM DRIVE", "city": "LOHNERT PARK", "state": "CA", "zip": "94928", "phone": "7075846820"}, "mail-address": {"street1": "6085 STATE FARM DRIVE", "city": "LOHNERT PARK", "state": "CA", "zip": "94928"}}
1

   As filed with the Securities and Exchange Commission on November 16, 1999
                                                       Registration No. 333-____
================================================================================

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

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                         NEXT LEVEL COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                           3674                   94-3342408
  (State or other jurisdiction      (Primary Standard Industrial     (IRS Employer
of incorporation or organization)    Classification Code Number)   Identification No.)
6085 State Farm Drive
                         Rohnert Park, California 94928
               (Address of principal executive offices) (Zip Code)

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

                         NEXT LEVEL COMMUNICATIONS, INC.
                          1997 Long-Term Incentive Plan
                                 1999 Stock Plan
                       1999 Employee Stock Purchase Plan
                           1999 Equity Incentive Plan
                            (Full title of the Plans)

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

                                James T. Wandrey
                Senior Vice President and Chief Financial Officer
                         NEXT LEVEL COMMUNICATIONS, INC.
                              6085 State Farm Drive
                         Rohnert Park, California 94928
                     (Name and address of agent for service)
                                 (707) 584-6820
          (Telephone number, including area code, of agent for service)

                               -------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================
          Title of                                            Proposed Maximum     Proposed Maximum       Amount of
        Securities to                       Amount to be       Offering Price     Aggregate Offering    Registration
        be Registered                       Registered(1)       per Share(2)           Price(2)              Fee
        -------------                       -------------     ----------------    ------------------    ------------
1997 Long-Term Incentive Plan
     Options                                   6,150,785           N/A                   N/A                  N/A
     Common Stock (par value $0.01)        6,150,785 shares      $20.00             $123,015,700          $34,198.36

1999 Stock Plan
     Options                                   5,400,000           N/A                   N/A                  N/A
     Common Stock (par value $0.01)        5,400,000 shares      $20.00             $108,000,000          $30,024.00

1999 Employee Stock Purchase Plan
     Right to Purchase                         1,000,000           N/A                   N/A                  N/A
     Common Stock (par value $0.01)        1,000,000 shares      $20.00              $20,000,000           $5,560.00

1999 Equity Incentive Plan
     Options                                   4,000,000           N/A                   N/A                  N/A
     Common Stock (par value $0.01)        4,000,000 shares      $20.00              $80,000,000          $22,240.00
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under 1997 Long-Term Incentive Plan,
     1999 Stock Plan, 1999 Employee Stock Purchase Plan, and 1999 Equity
     Incentive Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the receipt
     of consideration which results in an increase in the number of the
     outstanding shares of Common Stock of Next Level Communications, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the fair market value
     per share of Common Stock of Next Level Communications, Inc. on November
     10, 1999.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Next Level Communications, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

     (a)  The Registrant's prospectus filed with the SEC pursuant to Rule 424(b)
          under the Securities Act of 1933, as amended (the "1933 Act"), in
          connection with Registration Statement No. 333-85999 on Form S-1 filed
          with the SEC on November 10, 1999, together with any and all
          amendments thereto, in which there are set forth audited financial
          statements of the Registrant's as of December 31, 1997 and 1998 and
          September 30, 1999 and for each of the three years in the period ended
          December 31, 1998 and for the nine months ended September 30, 1999,
          and

     (b)  The description of the Registrant's outstanding Common Stock contained
          in the Registrant's Registration Statement No. 000-27877 on Form
          8-A12G filed with the SEC on October 29, 1999, pursuant to Section 12
          of the 1934 Act, including any amendment or report filed for the
          purpose of updating such description.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
permissible indemnification of officers, employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its directors. The Indemnification
Agreements provide the Registrant's directors with further indemnification to
the maximum extent permitted by the Delaware General Corporation Law.

                                      II-2
3

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits
Exhibit Number        Exhibit
--------------        -------
4         Instrument Defining Rights of Stockholders. Reference is made to
               Registrant's Registration Statement No. 000-27877 on Form 8-A12G,
               which is incorporated herein by reference pursuant to Item 3(b) of
               this Registration Statement.

     5         Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
               & Hachigian, LLP.

    23.1       Independent Auditors' Consent.

    23.2       Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
               LLP is contained in Exhibit 5.

    24         Power of Attorney. Reference is made to page II-4 of this Registration
               Statement.
Item 9. Undertakings

     A.   The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
Act each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the Registrant's 1997 Long-Term Incentive Plan, 1999 Stock Plan,
1999 Employee Stock Purchase Plan, and 1999 Equity Incentive Plan .

     B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
4

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rohnert Park, State of California on this 16th day of
November, 1999.

                                              NEXT LEVEL COMMUNICATIONS, INC.

                                              By: /s/ Peter W. Keeler
                                                 -------------------------------
                                                 Peter W. Keeler
                                                 Chairman of the Board, Chief
                                                 Executive Officer and President

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Next Level Communications,
Inc., a Delaware corporation, do hereby constitute and appoint Peter W. Keeler
and James T. Wandrey, and either of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                              Title                       Date
---------                              -----                       ----
/s/ Peter W. Keeler          Chairman of the Board,         November 16, 1999
-------------------------     Chief Executive Officer,
     Peter W. Keeler          and President (Principal
                              Executive Officer)

 /s/ James T. Wandrey         Senior Vice President,         November 16, 1999
-------------------------     Chief Financial Officer,
     James T. Wandrey         Treasurer, and Secretary
                              (Principal Financial and
                              Accounting Officer)
5
Signature                              Title                      Date
---------                              -----                      ----
/s/ John McCartney            Director                      November 16, 1999
-------------------------
     John McCartney

/s/ Lynn Forester             Director                      November 16, 1999
-------------------------
      Lynn Forester

/s/ Paul S. Latchford         Director                      November 16, 1999
-------------------------
    Paul S. Latchford

/s/ Richard C. Smith          Director                      November 16, 1999
-------------------------
    Richard C. Smith
6

                                  EXHIBIT INDEX
Exhibit Number        Exhibit
--------------        -------
4         Instrument Defining Rights of Stockholders. Reference is made to
               Registrant's Registration Statement No. 000-27877 on Form 8-A12G,
               which is incorporated herein by reference pursuant to Item 3(b) of
               this Registration Statement.

     5         Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
               & Hachigian, LLP.

    23.1       Independent Auditors' Consent.

    23.2       Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
               LLP is contained in Exhibit 5.

    24         Power of Attorney. Reference is made to page II-4 of this Registration
               Statement.