content: <PAGE>
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C.  20549
  
                                      FORM 8-K
  
                       RELATING TO ADOPTION OF A RIGHTS PLAN
  
                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
        Date of Report (Date of earliest event reported):  February 10, 2000
  
                           ADAPTIVE BROADBAND CORPORATION
               (Exact name of registrant as specified in its charter)
  
                                      Delaware
                   (State or other jurisdiction of incorporation)
  
                    000-7428                      94-1668412
             (Commission File No.)      (IRS Employer Identification No.)
  
                                1143 BORREGAS AVENUE
                            SUNNYVALE, CALIFORNIA 94089
               (Address of principal executive offices and zip code)
  
         Registrant's telephone number, including area code: (408) 732-4000
  
  
                    -------------------------------------------
  
  <PAGE>
  
  Item 5.  Other Events.
  
       On February 10, 2000, the Board of Directors of Adaptive Broadband
  Corporation (the "Company") approved the adoption of an amended and restated
  Share Purchase Rights Plan (the "Preferred Stock Rights Plan").  The Preferred
  Stock Rights Plan amends and restates the Rights Agreement adopted by the Board
  of Directors in June 1999 (the "Common Stock Rights Plan") and sets forth the
  terms of the Company's Preferred Stock as it relates to the Share Purchase
  Rights Plan.    The Board of Directors recently designated all 5,000,000 shares
  of the Company's authorized Preferred Stock as Series A Junior Participating
  Preferred Stock for use solely in connection with the Preferred Stock Rights
  Plan.
  
       The terms of the Preferred Stock Rights Plan provide for the automatic
  conversion of the outstanding rights to purchase Common Shares into rights to
  purchase Series A Junior Participating Preferred Stock.  Accordingly, each right
  to purchase a Common Share outstanding on February 11, 2000 (the "Record Date"),
  with no further action on the part of the stockholders, became a right to
  purchase one  Preferred Share (a "Right").  Each Right entitles the registered
  holder to purchase from the Company one one-hundredth of a share of Series A
  Junior Participating Preferred Stock, par value $.10 per share (the "Preferred
  Shares"), at an initial exercise price of $300.00 per share (the "Purchase
  Price"), subject to adjustment.  Each one one-hundredth of a share of Preferred
  Shares has designations and powers, preferences and rights and the
  qualifications, limitations and restrictions which make its value approximately
  equal to the value of a Common Share.  The description and terms of the Rights
  are set forth in the Amended and Restated Rights Agreement (the "Rights
  Agreement"), dated as of February 10, 2000 entered into between the Company and
  BankBoston, N.A., as rights agent (the "Rights Agent").
  
       Other material terms of the Preferred Stock Rights Plan remain the same as
  the Common Stock Rights Plan.  The Preferred Stock Rights Plan requires the
  Company to redeem or otherwise render the Preferred Stock Rights Plan
  inapplicable if the Company receives certain types of offers to purchase the
  Company.  In addition, the Preferred Stock Rights Plan will still expire on June
  30, 2002
  
       Initially, the Rights will be evidenced by the stock certificates
  representing the Common Shares then outstanding, and no separate Right
  Certificates, as defined, will be distributed.  Until the earlier to occur of
  (i) the date of a public announcement that a person, entity or group of
  affiliated or associated persons have acquired beneficial ownership of 20% or
  more of the outstanding Common Shares (an "Acquiring Person") or (ii) 10
  business days (or such later date as may be determined by action of the Board of
  Directors prior to such time as any person or entity becomes an Acquiring
  Person) following the commencement of, or announcement of an intention to
  commence, a tender offer or exchange offer the consummation of which would
  result in any person or entity becoming an Acquiring Person (the earlier of such
  dates being called the "Distribution Date"), the Rights will be evidenced, with
  respect to any of the Common Share certificates outstanding as of the Record
  Date, by such Common Share certificate with or without a copy of the Summary of
  Rights, which is included in the Amended and Restated Rights Agreement as
  Exhibit C thereof (the "Summary of Rights").
  
                                        1.
  <PAGE>
  
       Until the Distribution Date, the Rights will be transferable with and only
  with the Common Shares.  Until the Distribution Date (or earlier redemption or
  expiration of the Rights), new Common Share certificates issued after the Record
  Date, upon transfer or new issuance of Common Shares, will contain a notation
  incorporating the Rights Agreement by reference.  Until the Distribution Date
  (or earlier redemption or expiration of the Rights), the surrender or transfer
  of any certificates for Common Shares outstanding as of the Record Date, even
  without such notation or a copy of the Summary of Rights being attached thereto,
  will also constitute the transfer of the Rights associated with the Common
  Shares represented by such certificate.  As soon as practicable following the
  Distribution Date, separate certificates evidencing the Rights ("Right
  Certificates") will be mailed to holders of record of the Common Shares as of
  the close of business on the Distribution Date and such separate Right
  Certificates alone will evidence the Rights.
  
       The Rights are not exercisable until the Distribution Date.  The Rights
  will expire on June 30, 2002 (the "Final Expiration Date"), unless the Rights
  are earlier redeemed or exchanged by the Company, in each case, as described
  below.
  
       The Purchase Price payable, and the number of Preferred Shares, cash,
  property, Common Shares, other securities or any combination thereof substituted
  therefor, upon exercise of the Rights are subject to adjustment from time to
  time to prevent dilution (i) in the event of a stock dividend on, or a
  subdivision, combination or reclassification of, the Preferred Shares, (ii) upon
  the grant to holders of the Preferred Shares of certain rights or warrants to
  subscribe for or purchase Preferred Shares at a price, or securities convertible
  into Preferred Shares with a conversion price, less than the then current market
  price of the Preferred Shares or (iii) upon the distribution to holders of the
  Preferred Shares of evidences of indebtedness or assets (excluding regular
  periodic cash dividends paid out of earnings or retained earnings or dividends
  payable in Preferred Shares) or of subscription rights or warrants (other than
  those referred to above).  The exercise of Rights for Preferred Shares is at all
  times subject to the availability of a sufficient number of authorized but
  unissued Preferred Shares.
  
            The number of outstanding Rights and the number of one one-hundredths
  of a Preferred Share issuable upon exercise of each Right are also subject to
  adjustment in the event of a stock split of the Common Shares or a stock
  dividend on the Common Shares payable in Common Shares or subdivisions,
  consolidation or combinations of the Common Shares occurring, in any case, prior
  to the Distribution Date.
  
       Preferred Shares purchasable upon exercise of the Rights will not be
  redeemable.  Each Preferred Share will be entitled to a minimum preferential
  quarterly dividend payment of $1.00 but will be entitled to an aggregate
  dividend of 100 times the dividend declared per Common Share.  In the event of
  liquidation, the holders of the Preferred Shares would be entitled to a minimum
  preferential liquidation payment of $100 per share, but would be entitled to
  receive an aggregate payment equal to 100 times the payment made per Common
  Share.  Each Preferred Share will have 100 votes, voting together with the
  Common Shares.  Finally, in the event of any merger, consolidation or other
  transaction in which Common Shares are exchanged, each Preferred Share will be
  entitled to receive 100 times the amount of consideration received per Common
  Share.  These rights are protected by customary anti-dilution provisions.
  Because of
  
                                        2.
  <PAGE>
  
  the nature of the Preferred Shares' dividend and liquidation rights, the value
  of one one-hundredth of a Preferred Share should approximate the value of one
  Common Share.  The Preferred Shares would rank junior to any other series of
  the Company's preferred stock.
  
       In the event that any person or group of affiliated or associated persons
  becomes an Acquiring Person, proper provision shall be made so that each holder
  of a Right, other than Rights beneficially owned by the Acquiring Person and its
  associates and affiliates (which will thereafter be void), will for a 60-day
  period have the right to receive upon exercise that number of Common Shares
  having a market value of two times the exercise price of the Right (or, if such
  number of shares is not and cannot be authorized, the Company may issue
  Preferred Shares, other securities, property, cash or a combination thereof in
  exchange for the Rights).  This right will terminate 60 days after the date on
  which the Rights become nonredeemable (as described below), unless there is an
  injunction or similar obstacle to exercise of the Rights, in which event this
  right will terminate 60 days after the date on which the Rights again become
  exercisable.
  
       Generally, under the Plan, an "Acquiring Person" shall not be deemed to
  include (i) the Company, (ii) a subsidiary of the Company, (iii) any employee
  benefit or compensation plan of the Company, (iv) any entity holding Common
  Shares for or pursuant to the terms of any such employee benefit or compensation
  plan or (v) any person who or which has received the approval of the Board of
  Directors to become the beneficial owner of 20% or more of the Common Shares.
  In addition, except under limited circumstances, no person or entity shall
  become an Acquiring Person as the result of the acquisition of Common Shares by
  the Company which, by reducing the number of shares outstanding, increases the
  proportionate number of shares beneficially owned by such person or entity to
  20% or more of the Common Shares then outstanding if the person follows the
  procedures specified in the Rights Agreement, including notification to the
  Board of Directors and divestiture of Common Shares beneficially owned in excess
  of 3,000,000 shares.
  
       In the event that the Company is acquired in a merger or other business
  combination transaction or 50% or more of its consolidated assets or earning
  power are sold to an Acquiring Person, its associates or affiliates or certain
  other persons in which such persons have an interest, proper provision will be
  made so that each holder of a Right will thereafter have the right to receive,
  upon the exercise thereof at the then current exercise price of the Right, that
  number of shares of common stock of the acquiring company which at the time of
  such transaction will have a market value of two times the exercise price of the
  Right.
  
       At any time after an Acquiring Person becomes an Acquiring Person and prior
  to the acquisition by such Acquiring Person of 50% or more of the outstanding
  Common Shares, the Board of Directors of the Company may exchange the Rights
  (other than Rights owned by such person or group which have become void), in
  whole or in part, at an exchange ratio of one Common Share per Right (or, at the
  election of the Company, the Company may issue cash, property, Common Shares,
  other securities or any combination thereof substituted therefor in exchange for
  the Rights), subject to adjustment.
  
            With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price.  No
  
                                        3.
  <PAGE>
  
  fractional Preferred Shares will be issued (other than fractions which are
  integral multiples of the number of one one-hundredths of a Preferred Share
  issuable upon the exercise of one Right, which may, at the election of the
  Company, be evidenced by depositary receipts), and in lieu thereof, an
  adjustment in cash will be made based on the market price of the Preferred
  Shares on the last trading day prior to the date of exercise.
  
       At any time prior to the earliest of (i) the day of the first public
  announcement that a person has become an Acquiring Person or (ii) the Final
  Expiration Date, the Board of Directors of the Company may redeem the Rights in
  whole, but not in part, at a price of $0.01 per Right (the "Redemption Price").
  Following the expiration of the above periods, the Rights become nonredeemable.
  Immediately upon any redemption of the Rights, the right to exercise the Rights
  will terminate and the only right of the holders of Rights will be to receive
  the Redemption Price.
  
       The terms of the Rights may be amended by the Board of Directors of the
  Company without the consent of the holders of the Rights, except that from and
  after such time as the rights are distributed no such amendment may adversely
  affect the interest of the holders of the Rights excluding the interests of an
  Acquiring Person.
  
       Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of the Company, including, without limitation, the right
  to vote or to receive dividends.
  
       The Rights have certain anti-takeover effects.  The Rights will cause
  substantial dilution to a person or group that attempts to acquire the Company
  on terms not approved by the Company's Board of Directors.  The Rights should
  not interfere with any merger or other business combination approved by the
  Board of Directors since the Rights may be amended to permit such acquisition or
  redeemed by the Company at $0.01 per Right prior to the earliest of (i) the time
  that a person or group has acquired beneficial ownership of 20% or more of the
  Common Shares or (ii) the final expiration date of the rights.
  
                                        4.
  <PAGE>
  
  Item 7.    Exhibits.
  
       4.1    Registrant's Amended and Restated Certificate of Incorporation
              (including Certificate of Designation of Series A Junior
              Participating Preferred Stock.)
  
       99.1   Amended and Restated Rights Agreement dated as of February 10, 2000
              among Adaptive Broadband Corporation and BankBoston, N.A.
  
       99.2   Form of Rights Certificate.
  
                                        5.
  <PAGE>
  
                                     SIGNATURE
  
       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, thereunto duly authorized.
  
                                      Adaptive Broadband Corporation
  
  Dated:  March 2, 2000               By:  /s/  Donna S. Birks
                                           -----------------------------------
                                           Donna S. Birks
                                           Executive Vice President and
                                           Chief Financial Officer
  
  
                                        6.
  <PAGE>
  
                                 INDEX TO EXHIBITS
  
       4.1    Registrant's Amended and Restated Certificate of Incorporation
              (including Certificate of Designation of Series A Junior
              Participating Preferred Stock.)
  
       99.1   Amended and Restated Rights Agreement dated as of February 10, 2000
              among Adaptive Broadband Corporation and BankBoston, N.A.
  
       99.2   Form of Rights Certificate.
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text: SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C.  20549
  
                                      FORM 8-K
  
                       RELATING TO ADOPTION OF A RIGHTS PLAN
  
                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
        Date of Report (Date of earliest event reported):  February 10, 2000
  
                           ADAPTIVE BROADBAND CORPORATION
               (Exact name of registrant as specified in its charter)
  
                                      Delaware
                   (State or other jurisdiction of incorporation)
  
                    000-7428                      94-1668412
             (Commission File No.)      (IRS Employer Identification No.)
  
                                1143 BORREGAS AVENUE
                            SUNNYVALE, CALIFORNIA 94089
               (Address of principal executive offices and zip code)
  
         Registrant's telephone number, including area code: (408) 732-4000
  
                    -------------------------------------------
  Item 5.  Other Events.
  
       On February 10, 2000, the Board of Directors of Adaptive Broadband
  Corporation (the "Company") approved the adoption of an amended and restated
  Share Purchase Rights Plan (the "Preferred Stock Rights Plan").  The Preferred
  Stock Rights Plan amends and restates the Rights Agreement adopted by the Board
  of Directors in June 1999 (the "Common Stock Rights Plan") and sets forth the
  terms of the Company's Preferred Stock as it relates to the Share Purchase
  Rights Plan.    The Board of Directors recently designated all 5,000,000 shares
  of the Company's authorized Preferred Stock as Series A Junior Participating
  Preferred Stock for use solely in connection with the Preferred Stock Rights
  Plan.
  
       The terms of the Preferred Stock Rights Plan provide for the automatic
  conversion of the outstanding rights to purchase Common Shares into rights to
  purchase Series A Junior Participating Preferred Stock.  Accordingly, each right
  to purchase a Common Share outstanding on February 11, 2000 (the "Record Date"),
  with no further action on the part of the stockholders, became a right to
  purchase one  Preferred Share (a "Right").  Each Right entitles the registered
  holder to purchase from the Company one one-hundredth of a share of Series A
  Junior Participating Preferred Stock, par value $.10 per share (the "Preferred
  Shares"), at an initial exercise price of $300.00 per share (the "Purchase
  Price"), subject to adjustment.  Each one one-hundredth of a share of Preferred
  Shares has designations and powers, preferences and rights and the
  qualifications, limitations and restrictions which make its value approximately
  equal to the value of a Common Share.  The description and terms of the Rights
  are set forth in the Amended and Restated Rights Agreement (the "Rights
  Agreement"), dated as of February 10, 2000 entered into between the Company and
  BankBoston, N.A., as rights agent (the "Rights Agent").
  
       Other material terms of the Preferred Stock Rights Plan remain the same as
  the Common Stock Rights Plan.  The Preferred Stock Rights Plan requires the
  Company to redeem or otherwise render the Preferred Stock Rights Plan
  inapplicable if the Company receives certain types of offers to purchase the
  Company.  In addition, the Preferred Stock Rights Plan will still expire on June
  30, 2002
  
       Initially, the Rights will be evidenced by the stock certificates
  representing the Common Shares then outstanding, and no separate Right
  Certificates, as defined, will be distributed.  Until the earlier to occur of
  (i) the date of a public announcement that a person, entity or group of
  affiliated or associated persons have acquired beneficial ownership of 20% or
  more of the outstanding Common Shares (an "Acquiring Person") or (ii) 10
  business days (or such later date as may be determined by action of the Board of
  Directors prior to such time as any person or entity becomes an Acquiring
  Person) following the commencement of, or announcement of an intention to
  commence, a tender offer or exchange offer the consummation of which would
  result in any person or entity becoming an Acquiring Person (the earlier of such
  dates being called the "Distribution Date"), the Rights will be evidenced, with
  respect to any of the Common Share certificates outstanding as of the Record
  Date, by such Common Share certificate with or without a copy of the Summary of
  Rights, which is included in the Amended and Restated Rights Agreement as
  Exhibit C thereof (the "Summary of Rights").
  
                                        1.
  Until the Distribution Date, the Rights will be transferable with and only
  with the Common Shares.  Until the Distribution Date (or earlier redemption or
  expiration of the Rights), new Common Share certificates issued after the Record
  Date, upon transfer or new issuance of Common Shares, will contain a notation
  incorporating the Rights Agreement by reference.  Until the Distribution Date
  (or earlier redemption or expiration of the Rights), the surrender or transfer
  of any certificates for Common Shares outstanding as of the Record Date, even
  without such notation or a copy of the Summary of Rights being attached thereto,
  will also constitute the transfer of the Rights associated with the Common
  Shares represented by such certificate.  As soon as practicable following the
  Distribution Date, separate certificates evidencing the Rights ("Right
  Certificates") will be mailed to holders of record of the Common Shares as of
  the close of business on the Distribution Date and such separate Right
  Certificates alone will evidence the Rights.
  
       The Rights are not exercisable until the Distribution Date.  The Rights
  will expire on June 30, 2002 (the "Final Expiration Date"), unless the Rights
  are earlier redeemed or exchanged by the Company, in each case, as described
  below.
  
       The Purchase Price payable, and the number of Preferred Shares, cash,
  property, Common Shares, other securities or any combination thereof substituted
  therefor, upon exercise of the Rights are subject to adjustment from time to
  time to prevent dilution (i) in the event of a stock dividend on, or a
  subdivision, combination or reclassification of, the Preferred Shares, (ii) upon
  the grant to holders of the Preferred Shares of certain rights or warrants to
  subscribe for or purchase Preferred Shares at a price, or securities convertible
  into Preferred Shares with a conversion price, less than the then current market
  price of the Preferred Shares or (iii) upon the distribution to holders of the
  Preferred Shares of evidences of indebtedness or assets (excluding regular
  periodic cash dividends paid out of earnings or retained earnings or dividends
  payable in Preferred Shares) or of subscription rights or warrants (other than
  those referred to above).  The exercise of Rights for Preferred Shares is at all
  times subject to the availability of a sufficient number of authorized but
  unissued Preferred Shares.
  
            The number of outstanding Rights and the number of one one-hundredths
  of a Preferred Share issuable upon exercise of each Right are also subject to
  adjustment in the event of a stock split of the Common Shares or a stock
  dividend on the Common Shares payable in Common Shares or subdivisions,
  consolidation or combinations of the Common Shares occurring, in any case, prior
  to the Distribution Date.
  
       Preferred Shares purchasable upon exercise of the Rights will not be
  redeemable.  Each Preferred Share will be entitled to a minimum preferential
  quarterly dividend payment of $1.00 but will be entitled to an aggregate
  dividend of 100 times the dividend declared per Common Share.  In the event of
  liquidation, the holders of the Preferred Shares would be entitled to a minimum
  preferential liquidation payment of $100 per share, but would be entitled to
  receive an aggregate payment equal to 100 times the payment made per Common
  Share.  Each Preferred Share will have 100 votes, voting together with the
  Common Shares.  Finally, in the event of any merger, consolidation or other
  transaction in which Common Shares are exchanged, each Preferred Share will be
  entitled to receive 100 times the amount of consideration received per Common
  Share.  These rights are protected by customary anti-dilution provisions.
  Because of
  
                                        2.
  the nature of the Preferred Shares' dividend and liquidation rights, the value
  of one one-hundredth of a Preferred Share should approximate the value of one
  Common Share.  The Preferred Shares would rank junior to any other series of
  the Company's preferred stock.
  
       In the event that any person or group of affiliated or associated persons
  becomes an Acquiring Person, proper provision shall be made so that each holder
  of a Right, other than Rights beneficially owned by the Acquiring Person and its
  associates and affiliates (which will thereafter be void), will for a 60-day
  period have the right to receive upon exercise that number of Common Shares
  having a market value of two times the exercise price of the Right (or, if such
  number of shares is not and cannot be authorized, the Company may issue
  Preferred Shares, other securities, property, cash or a combination thereof in
  exchange for the Rights).  This right will terminate 60 days after the date on
  which the Rights become nonredeemable (as described below), unless there is an
  injunction or similar obstacle to exercise of the Rights, in which event this
  right will terminate 60 days after the date on which the Rights again become
  exercisable.
  
       Generally, under the Plan, an "Acquiring Person" shall not be deemed to
  include (i) the Company, (ii) a subsidiary of the Company, (iii) any employee
  benefit or compensation plan of the Company, (iv) any entity holding Common
  Shares for or pursuant to the terms of any such employee benefit or compensation
  plan or (v) any person who or which has received the approval of the Board of
  Directors to become the beneficial owner of 20% or more of the Common Shares.
  In addition, except under limited circumstances, no person or entity shall
  become an Acquiring Person as the result of the acquisition of Common Shares by
  the Company which, by reducing the number of shares outstanding, increases the
  proportionate number of shares beneficially owned by such person or entity to
  20% or more of the Common Shares then outstanding if the person follows the
  procedures specified in the Rights Agreement, including notification to the
  Board of Directors and divestiture of Common Shares beneficially owned in excess
  of 3,000,000 shares.
  
       In the event that the Company is acquired in a merger or other business
  combination transaction or 50% or more of its consolidated assets or earning
  power are sold to an Acquiring Person, its associates or affiliates or certain
  other persons in which such persons have an interest, proper provision will be
  made so that each holder of a Right will thereafter have the right to receive,
  upon the exercise thereof at the then current exercise price of the Right, that
  number of shares of common stock of the acquiring company which at the time of
  such transaction will have a market value of two times the exercise price of the
  Right.
  
       At any time after an Acquiring Person becomes an Acquiring Person and prior
  to the acquisition by such Acquiring Person of 50% or more of the outstanding
  Common Shares, the Board of Directors of the Company may exchange the Rights
  (other than Rights owned by such person or group which have become void), in
  whole or in part, at an exchange ratio of one Common Share per Right (or, at the
  election of the Company, the Company may issue cash, property, Common Shares,
  other securities or any combination thereof substituted therefor in exchange for
  the Rights), subject to adjustment.
  
            With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price.  No
  
                                        3.
  fractional Preferred Shares will be issued (other than fractions which are
  integral multiples of the number of one one-hundredths of a Preferred Share
  issuable upon the exercise of one Right, which may, at the election of the
  Company, be evidenced by depositary receipts), and in lieu thereof, an
  adjustment in cash will be made based on the market price of the Preferred
  Shares on the last trading day prior to the date of exercise.
  
       At any time prior to the earliest of (i) the day of the first public
  announcement that a person has become an Acquiring Person or (ii) the Final
  Expiration Date, the Board of Directors of the Company may redeem the Rights in
  whole, but not in part, at a price of $0.01 per Right (the "Redemption Price").
  Following the expiration of the above periods, the Rights become nonredeemable.
  Immediately upon any redemption of the Rights, the right to exercise the Rights
  will terminate and the only right of the holders of Rights will be to receive
  the Redemption Price.
  
       The terms of the Rights may be amended by the Board of Directors of the
  Company without the consent of the holders of the Rights, except that from and
  after such time as the rights are distributed no such amendment may adversely
  affect the interest of the holders of the Rights excluding the interests of an
  Acquiring Person.
  
       Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of the Company, including, without limitation, the right
  to vote or to receive dividends.
  
       The Rights have certain anti-takeover effects.  The Rights will cause
  substantial dilution to a person or group that attempts to acquire the Company
  on terms not approved by the Company's Board of Directors.  The Rights should
  not interfere with any merger or other business combination approved by the
  Board of Directors since the Rights may be amended to permit such acquisition or
  redeemed by the Company at $0.01 per Right prior to the earliest of (i) the time
  that a person or group has acquired beneficial ownership of 20% or more of the
  Common Shares or (ii) the final expiration date of the rights.
  
                                        4.
  Item 7.    Exhibits.
  
       4.1    Registrant's Amended and Restated Certificate of Incorporation
              (including Certificate of Designation of Series A Junior
              Participating Preferred Stock.)
  
       99.1   Amended and Restated Rights Agreement dated as of February 10, 2000
              among Adaptive Broadband Corporation and BankBoston, N.A.
  
       99.2   Form of Rights Certificate.
  
                                        5.
  SIGNATURE
  
       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, thereunto duly authorized.
  
                                      Adaptive Broadband Corporation
  
  Dated:  March 2, 2000               By:  /s/  Donna S. Birks
                                           -----------------------------------
                                           Donna S. Birks
                                           Executive Vice President and
                                           Chief Financial Officer
  
                                        6.
  INDEX TO EXHIBITS
  
       4.1    Registrant's Amended and Restated Certificate of Incorporation
              (including Certificate of Designation of Series A Junior
              Participating Preferred Stock.)
  
       99.1   Amended and Restated Rights Agreement dated as of February 10, 2000
              among Adaptive Broadband Corporation and BankBoston, N.A.
  
       99.2   Form of Rights Certificate.