Item 1(a)      Name of Issuer:

                      Novatel Wireless Inc. (the “Issuer”)

Item 1(b)      Address of Issuer’s Principal Executive Offices:

                      The address of the Issuer’s principal executive offices is 9360 Town Centre Drive, Suite 110, San Diego, CA 92121.

Item 2(a)      Name of Person Filing:

                      This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13-d(1)(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities and Exchange Act of 1934, as amended (the “Act”): Aether Systems, Inc., its wholly-owned subsidiary, Aether Capital, LLC, and David S. Oros, who serves as the Chairman of the Board and Chief Executive Officer of Aether Systems, Inc., or collectively, the “Reporting Persons.”

                      The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of
Rule 13d-1(k)(1) under the Act.

Item 2(b)      Address of Principal Business Office or, if none, Residence:

                      The address of the principal business office of each of the Reporting Persons is 11460 Cronridge Drive, Owings Mills, Maryland 21117.

Item 2(c)      Citizenship:

                      The citizenship or place of organization of each of the Reporting Persons is set forth on the cover page.

Item 2(d)      Title of Class of Securities:

                      The title and class of securities is common stock, par value $0.001 per share (the “Common Stock”).

Item 2(e)      CUSIP No.:

                      The CUSIP number of the Common Stock is set forth on the cover page.

Item 3          If this statement is file pursuant to Rules 13d-1(b), or 13d-2(b),check whether

                      Not Applicable.

Item 4         Ownership:

                      See Item 5-9 and 11 on the cover page for each filer.

Page 5 of 6 Pages

Item 5           Ownership of Five Percent or Less of a Class:

                      If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ].

Item 6         Ownership of More Than Five Percent on Behalf of Another Person:

                     Not applicable

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:

                      (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.

Page 6 of 6 Pages

SIGNATURE

     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.

Dated:   February 4, 2004

AETHER SYSTEMS, INC.

By:             /s/ David C. Reymann
Name:      David C. Reymann
Its:            Secretary

AETHER CAPITAL, LLC

By: Aether Systems, Inc., its sole member

By:            /s/ David C. Reymann
Name:      David C. Reymann
Its:            Secretary

By:            /s/ David S. Oros
Name:      David S. Oros

EXHIBIT INDEX