FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * Goldberg Evan   2. Issuer Name and Ticker or Trading Symbol NETSUITE INC [N] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CTO & Chairman of the Board (Last) (First) (Middle) C/O NETSUITE INC., 2955 CAMPUS DRIVE, SUITE 100 3. Date of Earliest Transaction (Month/Day/Year) 12/05/2011 (Street) SAN MATEO, CA 94403 4. If Amendment, Date Original Filed(Month/Day/Year) 12/07/2011 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/05/2011   M(1)   3,000 D $ 1.5 2,875,287 (9) D   Common Stock 12/05/2011   S(1)   400 D $ 44.8938 (2) 2,874,887 D   Common Stock 12/05/2011   S(1)   1,000 D $ 45.5509 (3) 2,873,887 D   Common Stock 12/05/2011   S(1)   1,600 D $ 46.8578 (4) 2,872,287 D   Common Stock 12/06/2011   S(1)   700 (6) (10) D $ 46.2186 (7) (10) 2,871,587 (10) D   Common Stock 12/06/2011   S(1)   1,269 (6) D $ 46.9302 (8) 2,870,318 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 1.5

12/05/2011

M(1)

3,000

(5)

01/28/2014

Common Stock

3,000

$ 0

626,247

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Goldberg Evan C/O NETSUITE INC. 2955 CAMPUS DRIVE, SUITE 100 SAN MATEO, CA 94403	X		CTO & Chairman of the Board

Signatures

/s/ Adriana Botto, by power of attorney		04/11/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 15, 2011.
(2)	The sale price reported in column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $44.305 to $45.25 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
(3)	The sale price reported in column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $45.30 to $45.97 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
(4)	The sale price reported in column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $46.41 to $47.37 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
(5)	This option is fully vested.
(6)	Shares sold to cover taxes in connection with the vesting on December 3, 2011 of restricted stock units awarded on March 3, 2010 and March 7, 2011.
(7)	The sale price reported in column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $45.76 to $46.72 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
(8)	The sale price reported in column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $46.78 to $47.07 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
(9)	The amount of securities beneficially owned following the reported transaction has been reduced by an aggregate of 1,999 shares in accordance with the Form 4/A filings which amended the Forms 4 originally filed on May 12, 2010 and September 7, 2011.
(10)	See remarks below.
Remarks: This report on Form 4/A amends and replaces in its entirety the Form 4 filed by the Reporting Person on December 7, 2011.  The original Form 4 reported a sale of 600 shares in this tranche when in fact 700 shares were sold.  This report on Form 4/A corrects that error, adjusts the weighted average sale price for this tranche from $46.135 to $46.2186, adjusts the amount of securities beneficially owned following the reported transaction, and also adjusts the amount of securities beneficially owned following the reported transactions reflected in filings made between December 7, 2011 and March 6, 2012.

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