SEC 1745
(6-01)

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	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: October 31, 2002
	SCHEDULE 13G	Estimated average burden hours per response. . 14.9

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*

Triton Network Systems, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

896775103

(CUSIP Number)

December 31, 2001

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
ý	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).

(Continued on following pages)

Exhibit Index Contained on Page 11

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) MeriTech Capital Partners L.P. (“MCP”) Tax ID Number:

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	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 0 shares.

			6.		Shared Voting Power 0 shares.

			7.		Sole Dispositive Power 0 shares.

			8.		Shared Dispositive Power 0 shares.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares.

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) MeriTech Capital Affiliates L.P. (“MCAF”) Tax ID Number:

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	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 0 shares.

			6.		Shared Voting Power 0 shares.

			7.		Sole Dispositive Power 0 shares.

			8.		Shared Dispositive Power 0 shares.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares.

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) MeriTech Capital Associates, L.L.C. (“MCA”) Tax ID Number:

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	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 0 shares.

			6.		Shared Voting Power 0 shares.

			7.		Sole Dispositive Power 0 shares.

			8.		Shared Dispositive Power 0 shares.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares.

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Paul Madera (“Madera”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S. Citizen

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0 shares.

			6.		Shared Voting Power 0 shares.

			7.		Sole Dispositive Power 0 shares.

			8.		Shared Dispositive Power 0 shares.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares.

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Michael Gordon (“Gordon”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S. Citizen

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0 shares.

			6.		Shared Voting Power 0 shares.

			7.		Sole Dispositive Power 0 shares.

			8.		Shared Dispositive Power 0 shares.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares.

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0%

	12.	Type of Reporting Person (See Instructions) IN

Item 1.
	(a)	Name of Issuer Triton Network Systems, Inc.
	(b)	Address of Issuer's Principal Executive Offices 8529 SouthPark Circle Orlando, FL 32819

Item 2.
	(a)	Name of Person Filing This Statement is filed by MeriTech Capital Partners L.P., a Delaware limited partnership (“MCP”), MeriTech Capital Affiliates L.P., a Delaware limited partnership (“MCAF”), MeriTech Capital Associates L.L.C., a Delaware limited liability company (“MCA”), Paul Madera (“Madera”) and Michael Gordon (“Gordon”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” MCA is the general partner of MCP and MCAF, and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by MCP and MCAF. Madera and Gordon are managing members of MCA and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by MCP and MCAF.
	(b)	Address of Principal Business Office or, if none, Residence The address for each of the Reporting Persons is: MeriTech Capital Partners 285 Hamilton Avenue, Suite 200 Palo Alto, California 94301
	(c)	Citizenship MCP and MCAF, are Delaware limited partnerships. MCA is a Delaware limited liability company. Madera and Gordon are United States citizens.
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number CUSIP # 896775103

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:
		Not Applicable

Item 4.	Ownership.
The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2001:
	(a)	Amount beneficially owned: See Row 9 of cover page for each Reporting Person.
	(b)	Percent of class: See Row 11 of cover page for each Reporting Person.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See Row 5 of cover page for each Reporting Person.
		(ii)	Shared power to vote or to direct the vote See Row 6 of cover page for each Reporting Person.
		(iii)	Sole power to dispose or to direct the disposition of See Row 7 of cover page for each Reporting Person.
		(iv)	Shared power to dispose or to direct the disposition of See Row 8 of cover page for each Reporting Person.

Item 5.	Ownership of Five Percent or Less of a Class
This amendment is being filed to report the fact that each Reporting Person has ceased to be a beneficial owner of more than five percent of the Common Stock of Triton Network Systems, Inc.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
Under certain circumstances set forth in the limited partnership agreements of MCP and MCAF and the limited liability company agreement of MCA, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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.

SIGNATURES

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.

Date: February 14, 2002

	MERITECH CAPITAL PARTNERS L.P., a Delaware Limited Partnership
	By: MeriTech Capital Associates L.L.C., a Delaware Limited Liability Company
	Its: General Partner

	MERITECH CAPITAL AFFILIATES L.P., a Delaware Limited Partnership
	By: MeriTech Capital Associates L.L.C., a Delaware Limited Liability Company
	Its: General Partner

	MERITECH CAPITAL ASSOCIATES L.L.C., a Delaware Limited Liability Company
	By: MeriTech Management Associates L.L.C., a Delaware Limited Liability Company
	Its: Managing Member

	By:	/s/ Paul Madera
		Paul Madera
		Member


		PAUL MADERA

	By:	/s/ Paul Madera
		Paul Madera


		MICHAEL GORDON

	By:	/s/ Michael Gordon
		Michael Gordon

EXHIBIT INDEX

		Found on
		Sequentially
Exhibit		Numbered Page
Exhibit A: Agreement of Joint Filing		12

EXHIBIT A

Agreement of Joint Filing

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Triton Network Systems, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint filing, dated February 14, 2001, are already on file with the appropriate agencies.

TRITON NETWORK SYSTEMS INC SC 13G/A