UNITED STATES
                        SECURITIES & EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934
                                (Amendment No.1)*

                            New Frontier Media, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    644398109
                                 (CUSIP Number)

                              Michael Emanuel, Esq.
                          c/o Loeb Partners Corporation
                  61 Broadway, N.Y., N.Y., 10006 (212) 483-7047
 (Name, address and Telephone Number of Person Authorized to Receive Notices
                                and Communications)

                                  July 16, 2007
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule  because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check
the  following  box if a fee is being  paid  with  statement  [ ]. (A fee is not
required only if the following reporting person: (1) has a previous statement on
file  reporting  beneficial  ownership of more than five percent of the class of
securities  described  is Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.) Note:  Six copies of this  statement,  including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent. *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  disclosures  provided in a prior cover page. The  information
required  on the  remained  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).



                                  SCHEDULE 13D

CUSIP NO. 644398109

1  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Loeb Partners Corporation

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

                                                              (b) [ ]
3  SEC USE ONLY
4  SOURCE OF FUNDS*

         WC, O

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED     [    ]
    PURSUANT TO ITEMS 2(d) or 2(e)

6  CITIZENSHIP OR PLACE OF ORGANIZATION
         Delaware

NUMBER OF         7  SOLE VOTING POWER
SHARES               24,041 Shares of Common stock
BENEFICIALLY      8  SHARED VOTING POWER
OWNED BY                 -------
EACH              9  SOLE DISPOSITIVE POWER
REPORTING            24,041 Shares of Common stock
PERSON WITH      10  SHARED DISPOSITIVE POWER
                          -------

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         24,041 Shares of Common stock

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN  SHARES*

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         0.10%

14 TYPE OF REPORTING PERSON*
         CO, BD, IA



                                  SCHEDULE 13D

CUSIP NO. 644398109

1  NAME OF REPORTING PERSON
   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Loeb Arbitrage Fund

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

                                                              (b) [ ]
3  SEC USE ONLY

4  SOURCE OF FUNDS

         WC, O

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED            [  ]
     PURSUANT TO ITEMS 2(d) or 2(e)

6  CITIZENSHIP OR PLACE OF ORGANIZATION

         New York

NUMBER OF         7  SOLE VOTING POWER
SHARES               599,771 Shares of Common stock
BENEFICIALLY      8  SHARED VOTING POWER
OWNED BY                   -----
EACH              9  SOLE DISPOSITIVE POWER
REPORTING            599,771 Shares of Common stock
PERSON WITH      10  SHARED DISPOSITIVE POWER
                           -----

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
             599,771 Shares of Common stock

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
           2.47%

14 TYPE OF REPORTING PERSON*
          PN, BD

                                  SCHEDULE 13D

CUSIP NO. 644398109

1  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Loeb Offshore Fund Ltd.

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

                                                              (b) [ ]
3  SEC USE ONLY

4  SOURCE OF FUNDS*

         WC, O

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED     [    ]
    PURSUANT TO ITEMS 2(d) or 2(e)

6  CITIZENSHIP OR PLACE OF ORGANIZATION
         Cayman Islands

NUMBER OF         7  SOLE VOTING POWER
SHARES               146,739 Shares of Common stock
BENEFICIALLY      8  SHARED VOTING POWER
OWNED BY                 -------
EACH              9  SOLE DISPOSITIVE POWER
REPORTING            146,739 Shares of Common stock
PERSON WITH      10  SHARED DISPOSITIVE POWER
                          -------

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          146,739 Shares of Common stock

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN  SHARES*

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         0.60%

14 TYPE OF REPORTING PERSON*
         CO

                                  SCHEDULE 13D

CUSIP NO. 644398109

1  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Loeb Marathon Fund LP

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

                                                              (b) [ ]
3  SEC USE ONLY

4  SOURCE OF FUNDS*

         WC, O

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED     [    ]
    PURSUANT TO ITEMS 2(d) or 2(e)

6  CITIZENSHIP OR PLACE OF ORGANIZATION
         Delaware

NUMBER OF         7  SOLE VOTING POWER
SHARES               228,116 Shares of Common stock
BENEFICIALLY      8  SHARED VOTING POWER
OWNED BY                 --------
EACH              9  SOLE DISPOSITIVE POWER
REPORTING            228,116 Shares of Common stock
PERSON WITH      10  SHARED DISPOSITIVE POWER
                          -------

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           228,116 Shares of Common Stock

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN  SHARES*

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         0.94%

14 TYPE OF REPORTING PERSON*
         PN

                                  SCHEDULE 13D

CUSIP NO. 644398109

1  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Loeb Marathon Offshore Fund, Ltd.

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

                                                              (b) [ ]
3  SEC USE ONLY

4  SOURCE OF FUNDS*

         WC, O

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED     [    ]
    PURSUANT TO ITEMS 2(d) or 2(e)

6  CITIZENSHIP OR PLACE OF ORGANIZATION
         Cayman Islands

NUMBER OF         7  SOLE VOTING POWER
SHARES               157,021 Shares of Common stock
BENEFICIALLY      8  SHARED VOTING POWER
OWNED BY                  --------
EACH              9  SOLE DISPOSITIVE POWER
REPORTING            157,021 Shares of Common stock
PERSON WITH      10  SHARED DISPOSITIVE POWER
                           -------

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           157,021 Shares of Common Stock

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN  SHARES*

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         0.65%

14 TYPE OF REPORTING PERSON*
         CO

Item 1.  Security and Issuer.
------   -------------------

This statement refers to the Common Stock of New Frontier Media, 7007 Winchester
Circle, Suite 200, Boulder, CO., 80301.

Item 2.  Identity and Background.
------   -----------------------

Loeb Arbitrage Fund ("LAF"),  61 Broadway,  New York, New York,  10006, is a New
York limited partnership. It is a registered broker/dealer.  Its general partner
is Loeb Arbitrage Management,  Inc., ("LAM"), a Delaware  corporation,  with the
same  address.  Its President is Gideon J. King.  The other  officers of LAM are
Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine,  Vice
President,  Edward  J.  Campbell,  Vice  President.  Loeb  Partners  Corporation
("LPC"), 61 Broadway,  New York, New York, 10006, is a Delaware corporation.  It
is a registered  broker/dealer and a registered  investment  adviser.  Thomas L.
Kempner is its President and a director and its Chief Executive Officer.  Norman
N. Mintz is a Vice  President  and also a director.  Gideon J. King is Executive
Vice President.  Loeb Holding Corporation  ("LHC"), a Maryland  corporation,  61
Broadway,  New York,  New York,  10006 is the sole  stockholder  of LAM and LPC.
Thomas L. Kempner is its President and a director as well as its Chief Executive
Officer and majority  stockholder.  Norman N. Mintz and Peter A. Tcherepnine are
also directors.  Loeb Offshore Fund, Ltd.,  ("LOF") is a Cayman Islands exempted
company.  Loeb Offshore Management,  LLC ("LOM") is a Delaware limited liability
company,  a  registered  investment  adviser and is wholly owned by Loeb Holding
Corporation.  It is the investment  adviser of LOF. Gideon J. King and Thomas L.
Kempner are  Directors of LOF and Managers of LOM. Loeb Marathon Fund ("LMF") is
a Delaware  limited  partnership  whose  general  partner is LAM.  Loeb Marathon
Offshore Fund Ltd.  ("LMOF") is a Cayman Islands  exempted  company.  LOM is the
investment  adviser of LMOF.  All of the  individuals  named are  United  States
citizens.  None have been,  within the last five years,  convicted in a criminal
proceeding  (excluding  traffic  violations or similar  misdemeanors)  or been a
party to a civil  proceeding of a judicial or  administrative  body of competent
jurisdiction  and as a  result  of  such  proceeding  been or are  subject  to a
judgment,  decree or final order enjoining future  violations of, or prohibiting
or mandating  activities subject to, federal or state securities laws or finding
any violations with respect to such laws.

Item 3.   Source and Amount of Funds or Other Compensation.
------    ------------------------------------------------

Shares of Common Stock were  acquired by LAF,  LPC,  LOF, LMF and LMOF in margin
accounts maintained with Bear Stearns Securities Corp.

Item 4.   Purpose of Transaction.
------    ----------------------

LAF, LPC,  LOF, LMF and LMOF  ("Loeb") have acquired  shares of Common Stock for
investment purposes. Loeb reserves the right, consistent with applicable law, to
acquire  additional  securities  of the  Issuer  (whether  through  open  market
purchases,  block trades,  private  acquisitions,  tender or exchange  offers or
otherwise).

Loeb intends to review its  investment  in the Issuer on a continuing  basis and
may engage in  discussions  with  management  or the Board of  Directors  of the
Issuer  concerning  the business  and future  plans of the Issuer.  Depending on
various factors, including,  without limitation, the Issuer's financial position
and  investment  strategy,  the price  levels of the Common Stock of the Issuer,
conditions  in  the  securities   markets  and  general  economic  and  industry
conditions,  Loeb may in the  future  take  such  actions  with  respect  to its
investment in the Issuer as it deems appropriate including,  without limitation,
seeking Board  representations,  making  proposals to the Issuer  concerning the
capitalization  of the  Issuer,  purchasing  additional  Common  Stock and other
securities of the Issuer,  selling some or all of its Common Stock,  engaging in
short  selling  of or any  hedging or similar  transaction  with  respect to the
Common Stock of the Issuer or changing its intention  partially or entirely with
respect to any and all matters referred to in Item 4.

Item 5.  Interest in Securities of the Issuer.
------   ------------------------------------

(a) The persons  reporting  hereby owned the following shares of Common Stock as
of July 18, 2007.

                                    Shares of Common Stock

Loeb Arbitrage Fund                          599,771
Loeb Partners Corporation                     24,041
Loeb Offshore Fund Ltd.                      146,739
Loeb Marathon Fund LP                        228,116
Loeb Marathon Offshore Fund Ltd.             157,021
                                            ---------
                                           1,155,688

The total shares of Common Stock constitutes 4.75% of the 24,312,172 outstanding
shares of Common Stock as reported by the issuer.

(b) See paragraph (a) above

(c) The  following  purchases  of Common  Stock have been made in the last sixty
(60) days by the following:

                                   Purchases of Common Stock

Holder                            Date     Shares      Average Price
Loeb Partners Corp.           06-05-07       2240              $8.73
                              06-06-07        470               8.60
                              06-07-07       1151               8.61

Holder                            Date     Shares      Average Price
Loeb Arbitrage Fund           05-09-07       5000              $9.01
                              06-05-07      86507               8.73
                              06-06-07      11730               8.60
                              06-07-07      28697               8.61

Holder                            Date     Shares      Average Price
Loeb Offshore Fund            05-09-07      13198              $8.73
                              06-05-07       2878               8.60
                              06-06-07       7043               8.61


Holder                            Date     Shares      Average Price
  Loeb Marathon Fund LP       06-05-07      29185              $8.73
                              06-06-07       4518               8.60
                              06-07-07      11054               8.61
                              06-29-07       9596               8.74

Holder                            Date     Shares      Average Price
   Loeb Marathon Offshore     06-05-07      20815              $8.73
      Fund Ltd.               06-06-07       3222               8.60
                              06-07-07       7884               8.61
                              06-29-07        400               8.72

                                     Sales of Common Stock

Holder                            Date     Shares      Average Price
Loeb Partners Corp.           07-02-07        102              $8.71
                              07-03-07        102               8.64
                              07-05-07        102               8.64
                              07-10-07        206               8.61
                              07-11-07        511               8.62


Holder                            Date     Shares      Average Price
Loeb Arbitrage Fund           07-02-07       2175              $8.69
                              07-03-07       2551               8.64
                              07-05-07       2551               8.64
                              07-10-07       5127               8.61
                              07-11-07      12754               8.62

Holder                            Date     Shares      Average Price
Loeb Offshore Fund            07-02-07       1000              $8.69
                              07-03-07        624               8.64
                              07-05-07        624               8.64
                              07-11-07       1254               8.61
                              07-11-07       3120               8.62

Holder                            Date     Shares      Average Price
  Loeb Marathon Fund LP       07-02-07       1021              $8.69
                              07-03-07       1021               8.64
                              07-05-07       1021               8.64
                              07-10-07       2051               8.61
                              07-11-07       5103               8.62
                              07-13-07       5923               8.52
                              07-16-07       2961               8.61
                              07-18-07       2961               8.57

Holder                            Date     Shares      Average Price
   Loeb Marathon Offshore     07-02-07        702              $8.69
      Fund Ltd.               07-03-07        702               8.64
                              07-05-07        702               8.64
                              07-10-07       1412               8.61
                              07-11-07       3512               8.62
                              07-13-07       4077               8.52
                              07-16-07       2039               8.61
                              07-18-07       2039               8.57

All reported transactions were effected Nasdaq.

(d) Not applicable.

(e). Not applicable.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to
the Issuer.

                  None.

Item 7.  Materials to be Filed as Exhibits.

                  None.


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.

July 20, 2007                            Loeb Partners Corporation


                                     By: /s/ Gideon J. King
                                         Executive Vice President




July 20, 2007                             Loeb Arbitrage Fund
                                     By: Loeb Arbitrage Management, Inc., G.P.


                                     By: /s/ Gideon J. King
                                             President



 July 20, 2007                             Loeb Offshore Fund Ltd.



                                     By: /s/ Gideon J. King
                                             Director

July 20, 2007                             Loeb Marathon Fund LP
                                     By: Loeb Arbitrage Management, Inc., G.P.


                                     By: /s/ Gideon J. King
                                             President

July 20, 2007                              Loeb Marathon Offshore Fund Ltd.


                                      By: /s/ Gideon J. King
                                              Director