FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

NEWHOUSE BROADCASTING CORP

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/28/2008 

3. Issuer Name and Ticker or Trading Symbol

CLEARWIRE CORP [CLWR]

(Last)        (First)        (Middle)

5000 CAMPUSWOOD DRIVE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

EAST SYRACUSE, NY 13057-4250       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock p/v $0.0001 per share of Clearwire Corp   0   (1) (2) I   See footnotes   (1) (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock p/v $0.0001 per share of Clearwire Corp     (3)   (3) Class A Common Stock   5000000   (1) (2) (4) (5) (6)   (3) I   See footnotes   (1) (2) (6)
Class B Common Units of Clearwire Communications, LLC     (3)   (3) Class A Common Stock   5000000   (1) (2) (4) (5) (6)   (3) I   See footnotes   (1) (2) (6)

Explanation of Responses:
( 1)  A subsidiary of Bright House Networks, LLC ("BHN") has entered into an Equityholders' Agreement dated as of November 28, 2008 (the "Equityholders' Agreement") with Clearwire Corporation (the "Issuer") and the other parties thereto (collectively, the "Unaffiliated Stockholders"). Advance/Newhouse Partnership ("ANP") is the majority equity owner and manager of BHN, and Newhouse Broadcasting Corporation ("NBCo") is the indirect majority owner of ANP.
( 2)  By virtue of the Equityholders' Agreement, NBCo, ANP, BHN and the Unaffiliated Stockholders may be deemed to be members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. The number securities of the Issuer and Clearwire Communications, LLC, a subsidiary of the Issuer ("Clearwire LLC"), beneficially owned by NBCo, ANP and BHN as reported herein does not include the holdings of any Unaffiliated Stockholders. NBCo, ANP and BHN do not have any "pecuniary interest" in the securities of the Issuer or any of its subsidiaries owned by the Unaffiliated Stockholders.
( 3)  Each share of Class B Common Stock of the Issuer, together with one Class B Common Unit of Clearwire LLC (a "Class B Common Unit"), is exchangeable at any time, subject to certain limited exceptions, on the date that is 180 days after the closing (the "Closing") of the transactions contemplated by that certain Transaction Agreement and Plan of Merger dated as of May 7, 2008 among BHN and the other parties thereto (the "Transaction Agreement"), at the option of the holder, into one fully paid and nonassessable share of Class A Common Stock of the Issuer and has no expiration date.
( 4)  NBCo, ANP and BHN received, through their subsidiary, the shares of Class B Common Stock and Class B Common Units reported in Table II on November 28, 2008 pursuant to the Transaction Agreement in exchange for a $100 million investment by their subsidiary in Clearwire LLC and based upon a purchase price of $20.00 per share. The number of shares of Class B Common Stock and Class B Common Units that NBCo, ANP and BHN received, through their subsidiary, pursuant to the Transaction Agreement is subject to a post-closing adjustment based upon the trading price of Class A Common Stock on NASDAQ over 15 randomly selected trading days during the 30-day trading period ending on the 90th day after the Closing. (Continued in Footnote 5)
( 5)  The aggregate number of shares of Class B Common Stock and Class B Common Units that NBCo, ANP and BHN ultimately receive for their investment, through their subsidiary, will be equal to their investment amount divided by the volume weighted average price on those randomly selected days. The volume-weighted price is subject to a cap of $23.00 per share and a floor of $17.00 per share.
( 6)  The shares of Class B Common Stock and Class B Common Units reported in Table II are owned indirectly by NBCo, ANP and BHN through their subsidiary.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NEWHOUSE BROADCASTING CORP
5000 CAMPUSWOOD DRIVE
EAST SYRACUSE, NY 13057-4250
X

BRIGHT HOUSE NETWORKS, LLC
5000 CAMPUSWOOD DRIVE
EAST SYRACUSE, NY 13057-4250
X

ADVANCE/NEWHOUSE PARTNERSHIP
5000 CAMPUSWOOD DRIVE
EAST SYRACUSE, NY 13057-4250
X


Signatures
/s/ Donald E. Newhouse 12/8/2008
** Signature of Reporting Person Date

/s/ Donald E. Newhouse 12/8/2008
** Signature of Reporting Person Date

/s/ Donald E. Newhouse 12/8/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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