FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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

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1. Name and Address of Reporting Person *   Google Inc. 2. Date of Event Requiring Statement (Month/Day/Year) 05/07/2008 3. Issuer Name and Ticker or Trading Symbol CLEARWIRE CORP [CLWR] (Last) (First) (Middle) 1600 AMPHITHEATRE PARKWAY 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Member 13(d) group owning >10% 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) MOUNTAIN VIEW, CA 94043 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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, par value $0.0001 per share 0 (1) (2) I See Footnotes (1) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		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, par value $0.0001 per share	  (3)	  (4)	Class A Common Stock	0 (1) (2)	$ (5)	I	See Footnotes (1) (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Google Inc. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043	Â	Â	Â	Member 13(d) group owning >10%

Signatures

/s/ John Kent Walker, Jr., VP and General Counsel of Google Inc.		05/19/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Google Inc. ("Google") is filing this Form 3 solely because Google may be deemed to have beneficial ownership pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 72,589,624 shares of Class A Common Stock (the "Shares") of Clearwire Corporation ("Clearwire") (including shares of Class A Common Stock of Clearwire that are issuable upon conversion of shares of Class B Common Stock of Clearwire) that are subject to either (i) the voting agreement dated May 7, 2008, among Clearwire, Google, Time Warner Cable Inc. ("TWC"), Bright House Networks, LLC ("BHN"), Sprint Nextel Corporation ("Sprint"), Comcast Corporation ("Comcast"), Intel Corporation ("Intel Parent") and Eagle River Holdings, LLC or (ii) the voting agreement dated May 7, 2008, among Clearwire, Comcast, TWC, BHN, Sprint, Google, Intel Parent, Intel Capital Corporation and Intel Capital (Cayman) Corporation (collectively, the "Voting Agreements").
(2)	The Voting Agreements were entered into in connection with the Transaction Agreement and Plan of Merger dated as of May 7, 2008, (the "Transaction Agreement") among Clearwire, Comcast, TWC, BHN, Sprint, Google and Intel Parent. For additional information regarding the Voting Agreements and the Transaction Agreement, see the Statement on Schedule 13D filed by Comcast, TWC, BHN, Sprint and Google on the date hereof. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Google that it is the beneficial owner of the Shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. Google does not have any "pecuniary interest" in the Shares.
(3)	These convertible securities are immediately exercisable.
(4)	There is no expiration date for these convertible securities.
(5)	Each share of Class B Common Stock is convertible at any time, at the option of the holder, into one fully paid and nonassessable share of Class A Common Stock and has no expiration date.

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