As filed with the Securities and Exchange Commission on July 20, 2001.
                                                            File No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ---------------------
                       Telaxis Communications Corporation
             (Exact name of registrant as specified in its charter)
                              ---------------------

        MASSACHUSETTS                                     04-2751645
-------------------------------                      ----------------------
(State or other jurisdiction of                        (I.R.S Employer
incorporation or organization)                       Identification Number)

                              ---------------------

                            20 Industrial Drive East
                      South Deerfield, Massachusetts 01373
                    (Address of Principal Executive Offices)

                              ---------------------

                       TELAXIS COMMUNICATIONS CORPORATION
                          2001 NONQUALIFIED STOCK PLAN

                            (Full title of the plan)
                              ---------------------

                               JOHN L. YOUNGBLOOD
                      President and Chief Executive Officer
                       TELAXIS COMMUNICATIONS CORPORATION
                            20 Industrial Drive East
                      South Deerfield, Massachusetts 01373
                     (Name and address of agent for service)

                                 (413) 665-8551
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
                                                             Proposed maximum           Proposed
           Title of securities               Amount to      offering price per      maximum aggregate        Amount of
            to be registered                     be               share              offering price       registration fee
                                           registered(1)
-----------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>                     <C>                   <C>
Common Stock, $.01 par value(2)........         864,500(3)        $0.53(4)                $458,185(4)           $114.55
-----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value(2)........         635,500(5)        $0.55(6)                $349,525(6)            $87.38
=============================================================================================================================
</TABLE>

(1)  Pursuant to Rule 416, this Registration Statement also relates to such
     indeterminate number of additional shares as may be necessary to satisfy
     the antidilution provisions of the 2001 Nonqualified Stock Plan (the
     "Plan") to which this Registration Statement relates.
(2)  Each share includes one right to purchase shares of the registrant's class
     one participating cumulative preferred stock pursuant to the registrant's
     rights agreement dated as of May 18, 2001.
(3)  Represents all shares reserved for issuance pursuant to awards under the
     Plan which are currently outstanding.
(4)  The proposed maximum offering price per share of Common Stock and the
     proposed maximum aggregate offering price are calculated solely for the
     purpose of determining the registration fee pursuant to Rule 457(h)(1)
     under the Securities Act of 1933, based on the weighted average exercise
     price per share of the awards outstanding under the Plan.
(5)  Represents all shares reserved for issuance pursuant to awards available
     for grant under the Plan.
(6)  The proposed maximum offering price per share of Common Stock and the
     proposed maximum aggregate offering price are calculated solely for the
     purpose of determining the registration fee pursuant to Rules 457(c) and
     (h)(1) under the Securities Act of 1933, based on the average of the high
     and low sale prices of the Common Stock as reported on the Nasdaq National
     Market on July 17, 2001.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         Telaxis Communications Corporation (the "Registrant" or the "Company")
hereby incorporates by reference the following documents:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000 filed by the Registrant with the Securities and Exchange
Commission on March 28, 2001.

         (b) The Registrant's Quarterly Report on Form 10-Q for the three
months ended March 31, 2001 filed by the Registrant with the Securities and
Exchange Commission on May 14, 2001.

         (c) The Registrant's Current Report on Form 8-K filed by the
Registrant with the Securities and Exchange Commission on May 21, 2001.

         (d) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form S-1 (File No. 333-87885) in the
form declared effective by the Securities and Exchange Commission on February 1,
2000, including the information in the Registrant's Current Report on Form 8-K
filed by the Registrant with the Securities and Exchange Commission on May 21,
2001 for the purpose of updating that description.

         All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

         The validity of the Common Stock registered hereby is being passed upon
for the Registrant by Foley, Hoag & Eliot LLP, Boston, Massachusetts.

Item 6.       Indemnification of Directors and Officers.

         Section 67 of Chapter 156B of the Massachusetts General Laws, or the
Massachusetts Business Corporation Law (the "MBCL"), provides that the
indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,


<PAGE>

employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever extent shall be specified in or authorized by (i) the articles of
organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote on
the election of directors. Except as the articles of organization or by-laws
otherwise require, indemnification of any of those persons who are not directors
of the corporation may be provided by it to the extent authorized by the
directors. Such indemnification may include payment by the corporation of
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt of
an undertaking by the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification, which undertaking may be
accepted without reference to the financial ability of such person to make
repayment. Any such indemnification may be provided although the person to be
indemnified is no longer an officer, director, employee or agent of the
corporation or of such other organization or no longer serves with respect to
any such employee benefit plan. Section 67 further provides that no
indemnification shall be provided for any person with respect to any matter as
to which he shall have been adjudicated in any proceeding not to have acted in
good faith in the reasonable belief that his action was in the best interest of
the corporation or, to the extent that such matter relates to service with
respect to any employee benefit plan, in the best interest of the participants
or beneficiaries of such employee benefit plan.

         The Registrant's By-laws provide that the Registrant shall indemnify
each person who is or was a director, officer, employee or agent of the
Registrant, or who is serving or served, at the request of the Registrant, as a
director, officer, employee or other agent of another organization or in any
capacity with respect to any employee benefit plan, against all judgments,
fines, penalties, costs and expenses reasonably incurred by such person
(including reasonable settlement costs other than amounts paid to the
Registrant) in connection with or arising out of any claims made, or any action,
suit or proceeding threatened or brought against him or in which he may be
involved by reason of any action alleged to have been taken or omitted by him as
a director, officer, employee or agent, or in any capacity with respect to any
employee benefit plan. No indemnification is provided for any person with
respect to any matter as to which he is adjudicated not to have acted in good
faith in the reasonable belief that his action was in the best interests of the
Registrant or, to the extent that such matter relates to service with respect to
an employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan. Indemnification may, in the
discretion of the Registrant's Board of Directors, include payments by the
Registrant of costs and expenses incurred in advance of the final disposition of
a proceeding upon receipt of an undertaking by the person indemnified to repay
such payment if he is adjudicated to be not entitled to indemnification, which
undertaking may be accepted without reference to the financial ability of such
person to make repayment.

         Section 13(b)(1 1/2) of the MBCL permits a corporation to include in
its articles of organization a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of



<PAGE>

law, (iii) under Section 61 or 62 of the MBCL (relating to unlawful payment of
dividends, unlawful stock purchase and redemption and loans to insiders) or (iv)
for any transaction from which the director derived an improper personal
benefit. Article VI of the Registrant's Articles of Organization provides that
the Registrant's directors shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as directors,
except in the circumstances set forth in the MBCL.

         Section 67 of the MBCL also affords a Massachusetts corporation the
power to obtain insurance on behalf of its directors and officers against
liabilities incurred by them in those capacities. The Registrant currently
maintains a $15,000,000 Directors and Officers Liability Insurance Policy.

         In September 2000, the Registrant entered into indemnification
agreements with each of its directors and executive officers. These agreements
contain provisions that are, in some respects, broader than the specific
indemnification provisions contained in MBCL and in the Registrant's By-laws. In
general, the indemnification agreements may require the Registrant:

         o  to indemnify its directors and officers against liabilities that may
            arise due to their status or service as officers or directors, other
            than liabilities that may arise with respect to any matter as to
            which the person seeking indemnification is adjudicated not to have
            acted in good faith in the reasonable belief that their action was
            in the best interest of the Registrant; and

         o  to advance their expenses incurred as a result of any proceeding
            against them as to which they may be entitled to indemnification.

         The Underwriting Agreement dated February 1, 2000 between the
Registrant and Credit Suisse First Boston Corporation, Banc of America
Securities LLC and CIBC World Markets Corp. provides that the underwriters named
therein will indemnify and hold harmless the Registrant and each director,
officer or controlling person of the Registrant from and against certain
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"), and the Underwriting Agreement provides that such
underwriters will contribute to certain liabilities of such persons under the
Securities Act.

Item 7. Exemption from Registration Claimed.

         Not Applicable.



<PAGE>


Item 8. Exhibits.

         Exhibit
          Number                       Description
          ------                       -----------

           4.1  Restated Articles of Organization of the Registrant
                (incorporated by reference to Exhibit 3.1 of the Registrant's
                Registration Statement on Form S-1 (File No. 333-87885)).

           4.2  Rights Agreement, dated as of May 18, 2001, between the
                Registrant and Registrar and Transfer Company, as Rights Agent
                (incorporated by reference to Exhibit 1 to the Registrant's Form
                8-A filed with the Securities and Exchange Commission on May 21,
                2001).

           4.3  Terms of Class One Participating Cumulative Preferred Stock of
                the Registrant (incorporated by reference to Exhibit 2 to the
                Registrant's Form 8-A filed with the Securities and Exchange
                Commission on May 21, 2001).

           4.4  Form of Right Certificate (incorporated by reference to Exhibit
                3 to the Registrant's Form 8-A filed with the Securities and
                Exchange Commission on May 21, 2001).

           4.5  Amended and Restated By-Laws of the Registrant.

           5.1  Opinion of Foley, Hoag & Eliot LLP.

           23.1 Consent of PricewaterhouseCoopers LLP, Independent Certified
                Public Accountants.

           23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1).

           24   Power of Attorney (included on signature pages).


Item 9. Undertakings.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective


<PAGE>

                  amendment thereof) which, individually or in the aggregate,
                  represent a fundamental change in the information set forth in
                  the registration statement; and

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

provided, however, that paragraphs (l)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>



                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of South Deerfield, Commonwealth of Massachusetts on
July 20, 2001.

                                         Telaxis Communications Corporation



                                         By:  /s/ John L. Youngblood
                                             ---------------------------------
                                             John L. Youngblood, President and
                                             Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below hereby constitutes and appoints John L. Youngblood and Dennis C. Stempel,
and each of them, his or her true and lawful attorneys-in-fact and agents with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing which they, or any of them, may deem necessary or advisable
to be done in connection with this registration statement, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or any
substitute or substitutes for him, any or all of them, may lawfully do or cause
to be done by virtue hereof.



<PAGE>


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>

        Signature                           Title                                Date
        ---------                           -----                                ----

<S>                           <C>                                           <C>
                              President, Chief Executive Officer and        July 20, 2001
/s/ John L. Youngblood        Director (principal executive
---------------------------   officer)
    John L. Youngblood
                              Vice President, Chief Financial Officer       July 20, 2001
/s/ Dennis C. Stempel         and Treasurer (principal financial and
---------------------------   accounting officer)
    Dennis C. Stempel


/s/ Albert E. Paladino        Chairman of the Board of Directors            July 20, 2001
---------------------------
    Albert E. Paladino


/s/ Allan M. Doyle, Jr.       Director                                      July 20, 2001
---------------------------
    Allan M. Doyle, Jr.


/s/ David A. Norbury          Director                                      July 20, 2001
---------------------------
    David A. Norbury


/s/ Carol B. Armitage         Director                                      July 20, 2001
---------------------------
    Carol B. Armitage
</TABLE>


<PAGE>


                                  EXHIBIT INDEX



         Exhibit
         Number                       Description
         ------                       -----------
           4.1  Restated Articles of Organization of the Registrant
                (incorporated by reference to Exhibit 3.1 of the Registrant's
                Registration Statement on Form S-1 (File No. 333-87885)).

           4.2  Rights Agreement, dated as of May 18, 2001, between the
                Registrant and Registrar and Transfer Company, as Rights Agent
                (incorporated by reference to Exhibit 1 to the Registrant's Form
                8-A filed with the Securities and Exchange Commission on May 21,
                2001).

           4.3  Terms of Class One Participating Cumulative Preferred Stock of
                the Registrant (incorporated by reference to Exhibit 2 to the
                Registrant's Form 8-A filed with the Securities and Exchange
                Commission on May 21, 2001).

           4.4  Form of Right Certificate (incorporated by reference to Exhibit
                3 to the Registrant's Form 8-A filed with the Securities and
                Exchange Commission on May 21, 2001).

           4.5  Amended and Restated By-Laws of the Registrant.

           5.1  Opinion of Foley, Hoag & Eliot LLP.

           23.1 Consent of PricewaterhouseCoopers LLP, Independent Certified
                Public Accountants.

           23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1).

           24   Power of Attorney (included on signature pages).
[{"type": "S-8", "sequence": "1", "filename": "form-s8_39775.txt", "secsgml_size_bytes": 24158}]
{"company-data": {"conformed-name": "TELAXIS COMMUNICATIONS CORP", "cik": "0000712511", "assigned-sic": "3679", "irs-number": "042751645", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65568", "film-number": "1685529"}, "business-address": {"street1": "20 INDUSTRIAL DRIVE EAST", "city": "SOUTH DEERFIELD", "state": "MA", "zip": "01373", "phone": "4136658551"}, "mail-address": {"street1": "20 INDUSTRIAL DRIVE EAST", "street2": "P O BOX 109", "city": "SOUTH DEERFEILD", "state": "MA", "zip": "013730109"}, "former-company": {"former-conformed-name": "MILLITECH CORP", "date-changed": "19990913"}}
As filed with the Securities and Exchange Commission on July 20, 2001.
                                                            File No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ---------------------
                       Telaxis Communications Corporation
             (Exact name of registrant as specified in its charter)
                              ---------------------

        MASSACHUSETTS                                     04-2751645
-------------------------------                      ----------------------
(State or other jurisdiction of                        (I.R.S Employer
incorporation or organization)                       Identification Number)

                              ---------------------

                            20 Industrial Drive East
                      South Deerfield, Massachusetts 01373
                    (Address of Principal Executive Offices)

                              ---------------------

                       TELAXIS COMMUNICATIONS CORPORATION
                          2001 NONQUALIFIED STOCK PLAN

                            (Full title of the plan)
                              ---------------------

                               JOHN L. YOUNGBLOOD
                      President and Chief Executive Officer
                       TELAXIS COMMUNICATIONS CORPORATION
                            20 Industrial Drive East
                      South Deerfield, Massachusetts 01373
                     (Name and address of agent for service)

                                 (413) 665-8551
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                             Proposed maximum           Proposed
           Title of securities               Amount to      offering price per      maximum aggregate        Amount of
            to be registered                     be               share              offering price       registration fee
                                           registered(1)
-----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value(2)........         864,500(3)        $0.53(4)                $458,185(4)           $114.55
-----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value(2)........         635,500(5)        $0.55(6)                $349,525(6)            $87.38
=============================================================================================================================
(1)  Pursuant to Rule 416, this Registration Statement also relates to such
     indeterminate number of additional shares as may be necessary to satisfy
     the antidilution provisions of the 2001 Nonqualified Stock Plan (the
     "Plan") to which this Registration Statement relates.
(2)  Each share includes one right to purchase shares of the registrant's class
     one participating cumulative preferred stock pursuant to the registrant's
     rights agreement dated as of May 18, 2001.
(3)  Represents all shares reserved for issuance pursuant to awards under the
     Plan which are currently outstanding.
(4)  The proposed maximum offering price per share of Common Stock and the
     proposed maximum aggregate offering price are calculated solely for the
     purpose of determining the registration fee pursuant to Rule 457(h)(1)
     under the Securities Act of 1933, based on the weighted average exercise
     price per share of the awards outstanding under the Plan.
(5)  Represents all shares reserved for issuance pursuant to awards available
     for grant under the Plan.
(6)  The proposed maximum offering price per share of Common Stock and the
     proposed maximum aggregate offering price are calculated solely for the
     purpose of determining the registration fee pursuant to Rules 457(c) and
     (h)(1) under the Securities Act of 1933, based on the average of the high
     and low sale prices of the Common Stock as reported on the Nasdaq National
     Market on July 17, 2001.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         Telaxis Communications Corporation (the "Registrant" or the "Company")
hereby incorporates by reference the following documents:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000 filed by the Registrant with the Securities and Exchange
Commission on March 28, 2001.

         (b) The Registrant's Quarterly Report on Form 10-Q for the three
months ended March 31, 2001 filed by the Registrant with the Securities and
Exchange Commission on May 14, 2001.

         (c) The Registrant's Current Report on Form 8-K filed by the
Registrant with the Securities and Exchange Commission on May 21, 2001.

         (d) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form S-1 (File No. 333-87885) in the
form declared effective by the Securities and Exchange Commission on February 1,
2000, including the information in the Registrant's Current Report on Form 8-K
filed by the Registrant with the Securities and Exchange Commission on May 21,
2001 for the purpose of updating that description.

         All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

         The validity of the Common Stock registered hereby is being passed upon
for the Registrant by Foley, Hoag & Eliot LLP, Boston, Massachusetts.

Item 6.       Indemnification of Directors and Officers.

         Section 67 of Chapter 156B of the Massachusetts General Laws, or the
Massachusetts Business Corporation Law (the "MBCL"), provides that the
indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever extent shall be specified in or authorized by (i) the articles of
organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote on
the election of directors. Except as the articles of organization or by-laws
otherwise require, indemnification of any of those persons who are not directors
of the corporation may be provided by it to the extent authorized by the
directors. Such indemnification may include payment by the corporation of
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt of
an undertaking by the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification, which undertaking may be
accepted without reference to the financial ability of such person to make
repayment. Any such indemnification may be provided although the person to be
indemnified is no longer an officer, director, employee or agent of the
corporation or of such other organization or no longer serves with respect to
any such employee benefit plan. Section 67 further provides that no
indemnification shall be provided for any person with respect to any matter as
to which he shall have been adjudicated in any proceeding not to have acted in
good faith in the reasonable belief that his action was in the best interest of
the corporation or, to the extent that such matter relates to service with
respect to any employee benefit plan, in the best interest of the participants
or beneficiaries of such employee benefit plan.

         The Registrant's By-laws provide that the Registrant shall indemnify
each person who is or was a director, officer, employee or agent of the
Registrant, or who is serving or served, at the request of the Registrant, as a
director, officer, employee or other agent of another organization or in any
capacity with respect to any employee benefit plan, against all judgments,
fines, penalties, costs and expenses reasonably incurred by such person
(including reasonable settlement costs other than amounts paid to the
Registrant) in connection with or arising out of any claims made, or any action,
suit or proceeding threatened or brought against him or in which he may be
involved by reason of any action alleged to have been taken or omitted by him as
a director, officer, employee or agent, or in any capacity with respect to any
employee benefit plan. No indemnification is provided for any person with
respect to any matter as to which he is adjudicated not to have acted in good
faith in the reasonable belief that his action was in the best interests of the
Registrant or, to the extent that such matter relates to service with respect to
an employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan. Indemnification may, in the
discretion of the Registrant's Board of Directors, include payments by the
Registrant of costs and expenses incurred in advance of the final disposition of
a proceeding upon receipt of an undertaking by the person indemnified to repay
such payment if he is adjudicated to be not entitled to indemnification, which
undertaking may be accepted without reference to the financial ability of such
person to make repayment.

         Section 13(b)(1 1/2) of the MBCL permits a corporation to include in
its articles of organization a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of
law, (iii) under Section 61 or 62 of the MBCL (relating to unlawful payment of
dividends, unlawful stock purchase and redemption and loans to insiders) or (iv)
for any transaction from which the director derived an improper personal
benefit. Article VI of the Registrant's Articles of Organization provides that
the Registrant's directors shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as directors,
except in the circumstances set forth in the MBCL.

         Section 67 of the MBCL also affords a Massachusetts corporation the
power to obtain insurance on behalf of its directors and officers against
liabilities incurred by them in those capacities. The Registrant currently
maintains a $15,000,000 Directors and Officers Liability Insurance Policy.

         In September 2000, the Registrant entered into indemnification
agreements with each of its directors and executive officers. These agreements
contain provisions that are, in some respects, broader than the specific
indemnification provisions contained in MBCL and in the Registrant's By-laws. In
general, the indemnification agreements may require the Registrant:

         o  to indemnify its directors and officers against liabilities that may
            arise due to their status or service as officers or directors, other
            than liabilities that may arise with respect to any matter as to
            which the person seeking indemnification is adjudicated not to have
            acted in good faith in the reasonable belief that their action was
            in the best interest of the Registrant; and

         o  to advance their expenses incurred as a result of any proceeding
            against them as to which they may be entitled to indemnification.

         The Underwriting Agreement dated February 1, 2000 between the
Registrant and Credit Suisse First Boston Corporation, Banc of America
Securities LLC and CIBC World Markets Corp. provides that the underwriters named
therein will indemnify and hold harmless the Registrant and each director,
officer or controlling person of the Registrant from and against certain
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"), and the Underwriting Agreement provides that such
underwriters will contribute to certain liabilities of such persons under the
Securities Act.

Item 7. Exemption from Registration Claimed.

         Not Applicable.
Item 8. Exhibits.

         Exhibit
          Number                       Description
          ------                       -----------

           4.1  Restated Articles of Organization of the Registrant
                (incorporated by reference to Exhibit 3.1 of the Registrant's
                Registration Statement on Form S-1 (File No. 333-87885)).

           4.2  Rights Agreement, dated as of May 18, 2001, between the
                Registrant and Registrar and Transfer Company, as Rights Agent
                (incorporated by reference to Exhibit 1 to the Registrant's Form
                8-A filed with the Securities and Exchange Commission on May 21,
                2001).

           4.3  Terms of Class One Participating Cumulative Preferred Stock of
                the Registrant (incorporated by reference to Exhibit 2 to the
                Registrant's Form 8-A filed with the Securities and Exchange
                Commission on May 21, 2001).

           4.4  Form of Right Certificate (incorporated by reference to Exhibit
                3 to the Registrant's Form 8-A filed with the Securities and
                Exchange Commission on May 21, 2001).

           4.5  Amended and Restated By-Laws of the Registrant.

           5.1  Opinion of Foley, Hoag & Eliot LLP.

           23.1 Consent of PricewaterhouseCoopers LLP, Independent Certified
                Public Accountants.

           23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1).

           24   Power of Attorney (included on signature pages).

Item 9. Undertakings.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective
amendment thereof) which, individually or in the aggregate,
                  represent a fundamental change in the information set forth in
                  the registration statement; and

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

provided, however, that paragraphs (l)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of South Deerfield, Commonwealth of Massachusetts on
July 20, 2001.

                                         Telaxis Communications Corporation

                                         By:  /s/ John L. Youngblood
                                             ---------------------------------
                                             John L. Youngblood, President and
                                             Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below hereby constitutes and appoints John L. Youngblood and Dennis C. Stempel,
and each of them, his or her true and lawful attorneys-in-fact and agents with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing which they, or any of them, may deem necessary or advisable
to be done in connection with this registration statement, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or any
substitute or substitutes for him, any or all of them, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature                           Title                                Date
        ---------                           -----                                ----
President, Chief Executive Officer and        July 20, 2001
/s/ John L. Youngblood        Director (principal executive
---------------------------   officer)
    John L. Youngblood
                              Vice President, Chief Financial Officer       July 20, 2001
/s/ Dennis C. Stempel         and Treasurer (principal financial and
---------------------------   accounting officer)
    Dennis C. Stempel

/s/ Albert E. Paladino        Chairman of the Board of Directors            July 20, 2001
---------------------------
    Albert E. Paladino

/s/ Allan M. Doyle, Jr.       Director                                      July 20, 2001
---------------------------
    Allan M. Doyle, Jr.

/s/ David A. Norbury          Director                                      July 20, 2001
---------------------------
    David A. Norbury

/s/ Carol B. Armitage         Director                                      July 20, 2001
---------------------------
    Carol B. Armitage
EXHIBIT INDEX

         Exhibit
         Number                       Description
         ------                       -----------
           4.1  Restated Articles of Organization of the Registrant
                (incorporated by reference to Exhibit 3.1 of the Registrant's
                Registration Statement on Form S-1 (File No. 333-87885)).

           4.2  Rights Agreement, dated as of May 18, 2001, between the
                Registrant and Registrar and Transfer Company, as Rights Agent
                (incorporated by reference to Exhibit 1 to the Registrant's Form
                8-A filed with the Securities and Exchange Commission on May 21,
                2001).

           4.3  Terms of Class One Participating Cumulative Preferred Stock of
                the Registrant (incorporated by reference to Exhibit 2 to the
                Registrant's Form 8-A filed with the Securities and Exchange
                Commission on May 21, 2001).

           4.4  Form of Right Certificate (incorporated by reference to Exhibit
                3 to the Registrant's Form 8-A filed with the Securities and
                Exchange Commission on May 21, 2001).

           4.5  Amended and Restated By-Laws of the Registrant.

           5.1  Opinion of Foley, Hoag & Eliot LLP.

           23.1 Consent of PricewaterhouseCoopers LLP, Independent Certified
                Public Accountants.

           23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1).

           24   Power of Attorney (included on signature pages).