SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(RULE 13D-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(AMENDMENT NO. 1)

NEXTERA ENTERPRISES, INC.
(Name of issuer)

CLASS A COMMON STOCK, $.001 PAR VALUE

(Title of class of securities)

65332E 10 1
(CUSIP number)

May 18, 2002
(Date of Event Which Requires Filing of this Statement)

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


	[ ]	Rule 13d-1(b)

	[ ]	Rule 13d-1(c)

	[X]	Rule 13d-1(d)



CUSIP No. 65332E 10 1	13G	Page 2 of 32 Pages



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) NEXTERA ENTERPRISES HOLDINGS, INC.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
	(SEE INSTRUCTIONS)			(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

		6	SHARED VOTING POWER 12,654,200(1)

		7	SOLE DISPOSITIVE POWER

		8	SHARED DISPOSITIVE POWER 12,654,200(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,654,200(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 35.6%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1) Includes an aggregate of 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons.

(2) Based on 31,647,640 shares of Class A Common Stock and 3,869,570 shares of Class B Common Stock of Nextera Enterprises, Inc. outstanding as of October 31, 2001, as reported by Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001.



CUSIP No. 65332E 10 1	13G	Page 3 of 32 Pages



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) KNOWLEDGE ENTERPRISES, INC.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
	(SEE INSTRUCTIONS)			(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

		6	SHARED VOTING POWER 12,654,200(1)

		7	SOLE DISPOSITIVE POWER

		8	SHARED DISPOSITIVE POWER 12,654,200(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,654,200(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 35.6%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1) Includes an aggregate of 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons.



CUSIP No. 65332E 10 1	13G	Page 4 of 32 Pages



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) KNOWLEDGE UNIVERSE, INC.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
	(SEE INSTRUCTIONS)			(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

		6	SHARED VOTING POWER 12,654,200(1)

		7	SOLE DISPOSITIVE POWER

		8	SHARED DISPOSITIVE POWER 12,654,200(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,654,200(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 35.6%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1) Includes an aggregate of 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons.



CUSIP No. 65332E 10 1	13G	Page 5 of 32 Pages



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) KNOWLEDGE UNIVERSE, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
	(SEE INSTRUCTIONS)			(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

		6	SHARED VOTING POWER 12,654,200(1)

		7	SOLE DISPOSITIVE POWER

		8	SHARED DISPOSITIVE POWER 12,654,200(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,654,200(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 35.6%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) Includes an aggregate of 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons.



CUSIP No. 65332E 10 1	13G	Page 6 of 32 Pages



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ET HOLDINGS, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
	(SEE INSTRUCTIONS)			(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

		6	SHARED VOTING POWER 12,654,200(1)

		7	SOLE DISPOSITIVE POWER

		8	SHARED DISPOSITIVE POWER 12,654,200(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,654,200(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 35.6%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) Includes an aggregate of 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons.



CUSIP No. 65332E 10 1	13G	Page 7 of 32 Pages



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ET CONSOLIDATED, L.L.C. DELAWARE

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
	(SEE INSTRUCTIONS)			(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

		6	SHARED VOTING POWER 12,654,200(1)

		7	SOLE DISPOSITIVE POWER

		8	SHARED DISPOSITIVE POWER 12,654,200(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,654,200(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 35.6%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) Includes an aggregate of 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons.



CUSIP No. 65332E 10 1	13G	Page 8 of 32 Pages



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HAMPSTEAD ASSOCIATES, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
	(SEE INSTRUCTIONS)			(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

		6	SHARED VOTING POWER 12,654,200(1)

		7	SOLE DISPOSITIVE POWER

		8	SHARED DISPOSITIVE POWER 12,654,200(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,654,200(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 35.6%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) Includes an aggregate of 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons.



CUSIP No. 65332E 10 1	13G	Page 9 of 32 Pages



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MOLLUSK HOLDINGS, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
	(SEE INSTRUCTIONS)			(b) [ ]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER

		6	SHARED VOTING POWER 12,654,200(1)

		7	SOLE DISPOSITIVE POWER

		8	SHARED DISPOSITIVE POWER 12,654,200(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,654,200(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 35.6%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) Includes an aggregate of 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons.



CUSIP No. 65332E 10 1	13G	Page 10 of 32 Pages



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) CEPHALOPOD CORPORATION

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
	(SEE INSTRUCTIONS)			(b) [ ]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER

		6	SHARED VOTING POWER 12,654,200(1)

		7	SOLE DISPOSITIVE POWER

		8	SHARED DISPOSITIVE POWER 12,654,200(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,654,200(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 35.6%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1) Includes an aggregate of 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons.



CUSIP No. 65332E 10 1	13G	Page 11 of 32 Pages



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) LAWRENCE INVESTMENTS, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
	(SEE INSTRUCTIONS)			(b) [ ]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER

		6	SHARED VOTING POWER 12,654,200(1)

		7	SOLE DISPOSITIVE POWER

		8	SHARED DISPOSITIVE POWER 12,654,200(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,654,200(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 35.6%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) Includes an aggregate of 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons.



CUSIP No. 65332E 10 1	13G	Page 12 of 32 Pages



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MICHAEL R. MILKEN

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
	(SEE INSTRUCTIONS)			(b) [ ]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER

		6	SHARED VOTING POWER 12,654,200(1)

		7	SOLE DISPOSITIVE POWER

		8	SHARED DISPOSITIVE POWER 12,654,200(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,654,200(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 35.6%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1) Includes an aggregate of 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons.



CUSIP No. 65332E 10 1	13G	Page 13 of 32 Pages



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) LOWELL J. MILKEN

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
	(SEE INSTRUCTIONS)			(b) [ ]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER

		6	SHARED VOTING POWER 12,654,200(1)

		7	SOLE DISPOSITIVE POWER

		8	SHARED DISPOSITIVE POWER 12,654,200(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,654,200(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 35.6%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1) Includes an aggregate of 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons.



CUSIP No. 65332E 10 1	13G	Page 14 of 32 Pages



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) RIDGEVIEW ASSOCIATES, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
	(SEE INSTRUCTIONS)			(b) [ ]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER

		6	SHARED VOTING POWER 12,654,200(1)

		7	SOLE DISPOSITIVE POWER

		8	SHARED DISPOSITIVE POWER 12,654,200(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,654,200(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 35.6%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) Includes an aggregate of 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons.



CUSIP No. 65332E 10 1	13G	Page 15 of 32 Pages



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) LAWRENCE J. ELLISON

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
	(SEE INSTRUCTIONS)			(b) [ ]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER

		6	SHARED VOTING POWER 12,654,200(1)

		7	SOLE DISPOSITIVE POWER

		8	SHARED DISPOSITIVE POWER 12,654,200(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,654,200(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 35.6%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1) Includes an aggregate of 3,844,200 shares of Class A Common Stock that are issuable upon conversion of 3,844,200 shares of Class B Common Stock held by the reporting persons.

Item 1(a). Name of Issuer:

Nextera Enterprises, Inc.

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

343 Congress Street, Suite 2100
Boston, Massachusetts 02210

Item 2(a). Name of Person Filing:

See Attachment A

Item 2(b). Address of Principal Business Office:

See Attachment A

Item 2(c). Citizenship:

See Attachment A

Item 2(d). Title of Class of Securities:

Class A Common Stock

Item 2(e). CUSIP Number:

65332E 10 1.

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:


(a)	[ ]	Broker or dealer registered under Section 15 of the Exchange Act.




(b)	[ ]	Bank as defined in Section 3(a)(6) of the Exchange Act.




(c)	[ ]	Insurance company as defined in Section 3(a)(19) of the Exchange Act.




(d)	[ ]	Investment company registered under Section 8 of the Investment Company Act.




(e)	[ ]	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);




(f)	[ ]	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);




(g)	[ ]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);




(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;




(i)	[ ]	A church plan that is 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)(J)

If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]

Item 4. Ownership

(a)

Amount Beneficially Owned: 12,654,200 shares of Class A Common Stock.

(b) Percent of Class: 35.6%

(i) sole power to vote or to direct the vote:

(ii) shared power to vote or to direct the vote: 12,654,200

(iii) sole power to dispose or to direct the disposition of:

(iv) shared power to dispose or to direct the disposition of: 12,654,200

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 the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]

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:

See Attachment A

Item 9. Notice of Dissolution of Group:

Not Applicable

Item 10. Certification:

Not Applicable

SIGNATURE

NEXTERA ENTERPRISES HOLDINGS INC SC 13G/A