UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.:
Name of Issuer: Nucentrix Broadband Networks Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 670198100
(Date of Event Which Requires Filing of this Statement)
November 30, 2000
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP Number: 670198100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Kern Capital Management, LLC
13-3958232
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
1,037,800
6. Shared Voting Power:
7. Sole Dispositive Power:
1,037,800
8. Shared Dispositive Power:
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,037,800
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
2
<PAGE>
11. Percent of Class Represented by Amount in Row (9)
10.1%
12. Type of Reporting Person
IA
3
<PAGE>
CUSIP Number: 670198100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Robert E. Kern Jr.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
1,037,800 (See Schedule Item 4 incorporated by
reference)
7. Sole Dispositive Power:
8. Shared Dispositive Power:
1,037,800 (See Schedule Item 4 incorporated by
reference)
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,037,800 (See Schedule Item 4 incorporated by
reference)
4
<PAGE>
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
5
<PAGE>
11. Percent of Class Represented by Amount in Row (9)
10.1%
12. Type of Reporting Person
IN
6
<PAGE>
CUSIP Number: 670198100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
David G. Kern
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
1,037,800 (See Schedule Item 4 incorporated by
reference)
7. Sole Dispositive Power:
8. Shared Dispositive Power:
1,037,800 (See Schedule Item 4 incorporated by
reference)
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,037,800 (See Schedule Item 4 incorporated by
reference)
7
<PAGE>
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
8
<PAGE>
11. Percent of Class Represented by Amount in Row (9)
10.1%
12. Type of Reporting Person
IN
9
<PAGE>
Item 1(a) Name of Issuer: Nucentrix Broadband Networks Inc.
(b) Address of Issuer's Principal Executive Offices:
200 Chisholm Place, Suite 200
Plano, TX 75075
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Kern Capital Management, LLC ("KCM")
Robert E. Kern Jr. (R. Kern)
David G. Kern (D. Kern)
114 West 47th Street
Suite 1926
New York, New York 10036
Kern Capital Management, LLC - Delaware limited
liability company
R. Kern and D. Kern are both citizens of the
United States of America
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 670198100
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15 of
the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8
of the Investment Company Act,
(e) /X/ Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
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<PAGE>
Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. / /
Item 4. Ownership.
(a) Amount Beneficially Owned: 1,037,800 shares
beneficially owned by Kern Capital Management,
LLC, 1,037,800 by R. Kern and 1,037,800 by D.
Kern
(b) Percent of Class: 10.1% by Kern Capital
Management, LLC, 10.1% by R. Kern and 10.1% by
D. Kern
(c) Kern Capital Management, LLC: 0 shares with
shared power to vote or to direct the vote;
1,037,800 shares with sole power to vote or to
direct the vote; 0 shares with shared power to
dispose or to direct the disposition of;
1,037,800 shares with the sole power to dispose
or to direct the disposition of
R. Kern: 1,037,800 shares with shared power to
vote or to direct the vote; 0 shares with sole
power to vote or to direct the vote; 1,037,800
shares with shared power to dispose or to
direct the disposition of; 0 shares with the
sole power to dispose or to direct the
disposition of
D. Kern: 1,037,800 shares with shared power to
vote or to direct the vote; 0 shares with sole
11
<PAGE>
power to vote or to direct the vote; 1,037,800
shares with shared power to dispose or to
direct the disposition of; 0 shares with the
sole power to dispose or to direct the
disposition of
R. Kern and D. Kern as controlling members of
KCM may be deemed the beneficial owner of the
securities of the company owned by KCM as of
November 30, 2000 in that they might be deemed
to share the power to direct the voting or
disposition of the securities. Neither the
filing of this Schedule nor any of its contents
shall be deemed to constitute an admission that
either R. Kern or D. Kern is, for any purpose,
the beneficial owner of any such securities to
which this Schedule relates, and such
beneficial ownership is expressly denied.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
12
<PAGE>
Item 10.
Certification for Rule 13d-1(b): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
KERN CAPITAL MANAGEMENT, LLC
By: /s/ John J. Crimmins
_________________________
John J. Crimmins
Senior Vice President
Chief Financial & Operations Officer
/s/ Robert E. Kern Jr.
____________________________
Robert E. Kern Jr.
/s/ David G. Kern
____________________________
David G. Kern
December 4, 2000
__________________
Date
13
<PAGE>
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned agree that this Schedule 13G dated
December 4, 2000 relating to the Common Stock of Nucentrix
Broadband Networks Inc. shall be filed on behalf of the
undersigned.
KERN CAPITAL MANAGEMENT, LLC
By: /s/ John J. Crimmins
_______________________________
John J. Crimmins
Senior Vice President
Chief Financial &
Operations Officer
/s/ Robert E. Kern Jr.
____________________________
Robert E. Kern Jr.
/s/ David G. Kern
_______________________________
David G. Kern
14
02501001.AA3
