SEC 1745
(02-02)

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UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires:
December 31, 2005

SCHEDULE 13G

Estimated average burden hours per response. . 11

[     ]

Rule 13d-1(b)

[     ]

Rule 13d-1(c)

[ X ]

Rule 13d-1(d)

CUSIP No.  65333F107

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Eagle River Investments, L.L.C.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[     ]

(b)

[ X ]

3.

SEC Use Only

4.

Citizenship or Place of Organization
Washington

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
15,750,012

6.

Shared Voting Power
0 (see Item 4)

7.

Sole Dispositive Power
15,750,012

8.

Shared Dispositive Power
0 (see Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
15,750,012

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

11.

Percent of Class Represented by Amount in Row (9)
9.2% of the Class A Common Stock (See Item 2 and Item 4)

12.

Type of Reporting Person (See Instructions)
CO

Item 1.

(a)

Name of Issuer
Nextel Partners, Inc.

(b)

Address of Issuer's Principal Executive Offices
4500 Carillon Point
Kirkland, WA 98033

Item 2.

Pursuant to Rule 13d-1(k)(1)-(2) of Regulation 13D-6 of the General Rules and Regulations under the Securities Exchange Act of 1934 (the "Exchange Act"), this Schedule 13G is filed on behalf of Eagle River Investments, L.L.C. (the "Reporting Person") who, pursuant to Rule 13d-5(b)(1), along with certain individuals and corporations (the "Non-Reporting Persons") identified below, may be deemed as a group to have acquired beneficial ownership of the Class A Common Stock of Nextel Partners, Inc. (the "Class A Common Stock") as a result of the Reporting Person and the Non-Reporting Persons being signatories to the Shareholders Agreement. Nextel WIP Corp. owns 100% of the outstanding Class B Common Stock of Nextel Partners, Inc. (the "Class B Common Stock"), which is convertible into Class A Common Stock at any time on a one-for-one basis upon transfer to a person other than Nextel Communications, Inc. ("NCI") a majority owned NCI subsidiary or a person or entity controlling NCI. However, because such transfers are prohibited under the Shareholders Agreement and the Nextel Partners, Inc. Restated Certificate of Incorporation until January 29, 2011, this Schedule 13G assumes Nextel WIP Corp. does not have the right to acquire shares of Class A Common Stock upon conversion of the Class B Common Stock. The holders of the Class A Common Stock and the Class B Common Stock are entitled to one vote per share on all matters in which they are entitled to vote.

Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Person that a group exists within the meaning of the Exchange Act.

(a)

Name of Person Filing
Eagle River Investments, L.L.C.

(b)

Address of Principal Business Office or, if none, Residence
2300 Carillon Point
Kirkland, Washington 98033

(c)

Citizenship
Washington limited liability company

NON-REPORTING PERSONS

The following Non-Reporting Persons (No. 1-12) are referred to herein as the "DLJ Entities."

1.

DLJ Merchant Banking Ptr. II LP (Delaware limited partnership)

2.

DLJ Merchant Banking Ptr. II-A LP (Delaware limited partnership)

3.

DLJ Offshore Partners II, CV (Netherlands Antilles limited partnership)

4.

DLJ Diversified Partners, LP (Delaware limited partnership)

5.

DLJ Diversified Partners-A, LP (Delaware limited partnership)

6.

DLJ EAB Partners, LP (Delaware limited partnership)

7.

DLJ ESC II, LP (Delaware limited partnership)

8.

DLJ First ESC, LP (Delaware limited partnership)

9.

DLJ Millenium Partners, LP (Delaware limited partnership)

10.

DLJ Millenium Partners-A, LP (Delaware limited partnership)

11.

DLJMB Funding II, Inc. (Delaware corporation)

12.

UK Investment Plan 1997 Partners (Delaware limited partnership)

c/o DLJ Merchant Banking II, Inc.
277 Park Avenue
New York, NY 10172

The following Non-Reporting Persons (No. 13-21) are referred to herein as the "Non-DLJ Entities."

13.

Madison Dearborn Capital Ptrs II, LP (Delaware limited partnership)

3 First National Plaza
Suite 3800
Chicago, IL 60602

14.

Nextel WIP Corp. (Delaware corporation)

2001 Edmund Halley Drive
Reston, VA 20191

15.

Motorola, Inc. (Delaware corporation)

1303 E. Algonquin Road
Schaumburg, IL 60196

16.

David Aas (US citizen)

17.

John Chapple (US citizen)

18.

Mark Fanning (US citizen)

19.

Perry Satterlee (US citizen)

20.

David Thaler (US citizen)

21.

John Thompson (US citizen)

4500 Carillon Point
Kirkland, WA 98033

(d)

Title of Class of Securities
Class A Common Stock

(e)

CUSIP Number
65333F107

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[  ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[  ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[  ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[  ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

[  ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

[  ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[  ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

[  ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[  ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[  ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not Applicable

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

(b)

Percent of class:   

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote   

(iii)

Sole power to dispose or to direct the disposition of   

(iv)

Shared power to dispose or to direct the disposition of   

        Although the Reporting Person and each Non-Reporting Person disclaims beneficial ownership of any shares of Class A Common Stock and Class B Common Stock beneficially owned by each other Non-Reporting Person, pursuant to the Exchange Act and the regulations thereunder, the Reporting Person and the Non-Reporting Persons may be deemed as a group to have acquired beneficial ownership of 95,663,194 shares of Class A Common Stock and 79,056,228 shares of Class B Common Stock, the aggregate number of shares of Common Stock which are beneficially subject to the terms of the Stockholders Agreement, representing 55.4% of the outstanding Class A Common Stock and 100% of the outstanding Class B Common Stock as of December 31, 2002. The Class B Common Stock is convertible into Class A Common Stock at any time on a one-for-one basis upon transfer to a person other than Nextel Communications, Inc. ("NCI"), a majority-owned NCI subsidiary or a person or entity controlling NCI. However, because such transfers are prohibited under the Shareholders Agreement and the Nextel Partners, Inc. Restated Certificate of Incorporation until January 29, 2011, this Schedule 13G assumes Nextel WIP Corp. does not have the right to acquire shares of Class A Common Stock upon conversion of the Class B Common Stock.

        The Reporting Person has, as of December 31, 2002, sole or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition of the Common Stock as follows:

        The Reporting Person beneficially owns 15,750,012 shares, or 9.2% of the outstanding shares, of Class A Common Stock. The Reporting Person may be deemed to also have the shared power to vote of an aggregate of 39,911,158 additional shares, or 23.1% of the outstanding shares, of Class A Common Stock. The Reporting Person may also be deemed to have the shared power to dispose of an aggregate of 79,413,216 additional shares, or 48.0% of the outstanding shares, of Class A Common Stock. The Reporting Person disclaims beneficial ownership all shares of which it may be deemed to have shared power to vote or dispose.

        The Non-Reporting Persons, as of December 31, 2002, may be deemed to have shared power to direct the disposition of an aggregate of 79,413,216 shares, or 48.0% of the outstanding shares, of the Class A Common Stock, as well as 79,056,228 shares, or 100% of the outstanding shares, of the Class B Common Stock. The Non-DLJ entities may be deemed to have shared power to vote an aggregate of 39,911,158 shares, or 23.1% of the outstanding shares, of Class A Common Stock, as well as 79,056,228 shares, or 100% of the outstanding shares, of the Class B Common Stock. The DLJ entities may be deemed to have shared power to vote an aggregate of 28,533,132 shares, or 16.7% of the outstanding shares, of Class A Common Stock. Each Non-Reporting Person disclaims beneficial ownership of the shares of which they may be deemed to share power to vote or dispose

        The beneficial ownership of the Reporting Person and each Non-Reporting Person as of December 31, 2002 is as follows:

Beneficial Ownership of Class A Common Stock as of December 31, 2002:

Common Stock

Percent
of Class(1)

DLJ Merchant Banking Partners II, L.P.

17,973,750

10.5

%

DLJ Merchant Banking Partners II-A, L.P.

715,800

*

DLJ Offshore Partners II, C.V.

883,854

*

DLJ Millenium Partners, L.P.

290,616

*

DLJ Millenium Partners-A, L.P.

56,676

*

DLJ Diversified Partners, L.P.

1,050,822

*

DLJ Diversified Partners-A, L.P.

390,246

*

DLJMB Funding II, Inc.

2,840,980

1.7

%

UK Investment Plan 1997 Partners

400,764

*

DLJ First ESC, L.P.

34,590

*

DLJ ESC II, L.P.

3,814,334

2.2

%

DLJ EAB Partners, L.P.

80,700

*

Madison Dearborn Capital Ptrs II, LP

27,218,904

15.9

%

Eagle River Investments LLC

15,750,012

9.2

%

Motorola, Inc.

13,076,376

7.7

%

David Aas(2)

1,246,100

*

John Chapple(3)

3,776,024

2.2

%

Mark Fanning(4)

1,087,572

*

Perry Satterlee(5)

1,269,527

*

David Thaler(6)

1,714,000

1.0

%

John Thompson(7)

2,136,547

1.2

%

TOTAL(9)

95,663,194

55.4

%

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

See Item 4

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

Not Applicable

February 19, 2003

Date

/s/ Dennis M. Weibling

Signature

Vice Chairman

Name/Title