UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 2*
Name of Issuer: Aether Systems, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 00808V10-5
Date of Event Which Requires Filing of this Statement: 12/31/2002
Check the appropriate box to designate the rule pursuant to which
this Schedule if filed.
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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).
CUSIP No.: 00808V10-5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Capital Management LLC
EIN #75-3019302
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. ___
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0**
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
0**
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%**
12. TYPE OF REPORTING PERSON
IA, HC
** See Item 4 of this filing
Item 1.
(a). Name of Issuer: Aether Systems, Inc. ("Aether Systems")
(b). Address of Issuer's Principal Executive Offices:
11460 Cronridge Dr.
Owings Mills, MD 21117
Item 2.
(a).-(c). Name, Principal Business Address, and Citizenship of
Persons
Filing:
(1) Janus Capital Management LLC ("Janus Capital")
100 Fillmore Street
Denver, Colorado 80206-4923
Citizenship: Colorado
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 00808V10-5
Item 3.
This statement is filed pursuant to Rule 13d-1 (b) or 13d-2(b) and
the person filing, Janus Capital, is an investment adviser in
accordance with Section 240.13d-1(b)(ii)(E) as well as a parent
holding company/control person in accordance with Section 240.13d-
1(b)(ii)(G). See Item 4 for additional information.
Item 4. Ownership
The information in items 1 and 5 through 11 on the cover page(s)
on Schedule 13G is hereby incorporated by reference.
Janus Capital has an indirect 100% ownership stake in Bay Isle
Financial LLC ("Bay Isle") and an indirect 50.1% ownership stake
in Enhanced Investment Technologies LLC ("INTECH"). Due to the
above ownership structure, holdings for Janus Capital, Bay Isle
and INTECH are aggregated for purposes of this filing. Janus
Capital, Bay Isle and INTECH are registered investment advisers,
each furnishing investment advice to various investment companies
registered under Section 8 of the Investment Company Act of 1940
and to individual and institutional clients (collectively referred
to herein as "Managed Portfolios").
Item 5. Ownership of Five Percent or Less of a Class
This statement is being filed to report the fact that the
reporting persons have ceased to be the beneficial owners of more
than five percent of the class of securities.
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
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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.
JANUS CAPITAL MANAGEMENT LLC
By /s/ Heidi J. Walter 02/14/2003
Heidi J. Walter, Date
Vice President and Assistant General Counsel