<PAGE>

   As filed with the Securities and Exchange Commission on December 29, 1999

                                           REGISTRATION STATEMENT NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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


                                INTERSPEED, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


              DELAWARE                                  04-3333365
      (STATE OF INCORPORATION)            (I.R.S. EMPLOYER IDENTIFICATION NO.)

                                 39 HIGH STREET
                       NORTH ANDOVER, MASSACHUSETTS 01845

                                 (978) 688-6164
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

               INTERSPEED, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

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


                                 STEPHEN A. IDE
                                    PRESIDENT

                                INTERSPEED, INC.

                                 39 HIGH STREET
                       NORTH ANDOVER, MASSACHUSETTS 01845

                                 (978) 688-6164

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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


                                  With copy to:

                             THOMAS P. STORER, P.C.
                           GOODWIN, PROCTER & HOAR LLP

                                 EXCHANGE PLACE
                        BOSTON, MASSACHUSETTS 02109-2881

                                 (617) 570-1000

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

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
  Title of Securities Being           Amounts to be             Proposed Maximum            Proposed Maximum           Amount of
          Registered                 Registered (1)         Offering Price Per Share    Aggregate Offering Price    Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                    <C>                         <C>                         <C>
 Common Stock, par value $.01        200,000 shares                    $18.00 (2)               $3,600,000.00               $950.40
          per share
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



(1)     This Registration Statement also relates to such indeterminate number of
        additional shares of Common Stock, par value $.01 per share, of
        Interspeed, Inc. (the "Common Stock") as may be required pursuant to the
        Interspeed, Inc. 1999 Employee Stock Purchase Plan (the "Purchase Plan")
        in the event of a stock dividend, reverse stock split, split-up,
        recapitalization, forfeiture of stock under the Purchase Plan or other
        similar event. In addition, pursuant to Rule 416(c) under the Securities
        Act of 1933, as amended (the "Securities Act"), this registration
        statement also covers an indeterminate amount of interests to be offered
        or sold pursuant to the employee benefit plan described herein.

(2)     This estimate is made pursuant to Rule 457(c) and (h) under the
        Securities Act of 1933 solely for the purposes of determining the amount
        of the registration fee. The registration fee is based upon the average
        of the high and low sale price for a share of Common Stock, as reported
        on the Nasdaq National Market System as of a date within 5 business days
        prior to filing this Registration Statement.

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

<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.        PLAN INFORMATION.*

Item 2.        REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

        * Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

        Interspeed, Inc. (the "Registrant") hereby incorporates by reference the
following documents which have previously been filed with the Securities and
Exchange Commission (the "Commission"):

        (a)    the Registrant's Annual Report on Form 10-K for the year
               ended September 30, 1999, as filed with the Commission on
               December 29, 1999 pursuant to the Securities Exchange Act
               of 1934, as amended (the "Exchange Act");

        (b)    all other reports filed with the Commission by the Registrant
               pursuant to Section 13(a) or 15(d) of the Exchange Act
               since September 30, 1999; and

        (c)    the description of the Registrant's Common Stock contained in the
               Registration Statement on Form 8- A, dated September 21, 1999, as
               filed with the Commission on September 21, 1999 pursuant to
               Section 12(g) of the Exchange Act and any amendments or reports
               filed for the purpose of updating such description.

        In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder 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 hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.


Item 4.        DESCRIPTION OF SECURITIES.

        Not Applicable.



                                        2


<PAGE>



Item 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not Applicable.

Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        In accordance with Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL"), Article VII of the Registrant's Amended and
Restated Certificate of Incorporation (the "Certificate") provides that no
director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) in
respect of certain unlawful dividend payments or stock redemptions or
repurchases, or (iv) for any transaction from which the director derived an
improper personal benefit. In addition, the Certificate provides that if the
DGCL is amended to authorize the further elimination or limitation of the
personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by the
DGCL, as so amended.

        Article V of the Registrant's Amended and Restated By-laws (the
"By-laws") provides for indemnification by the Registrant of its officers and
certain non-officer employees under certain circumstances against expenses
(including attorneys fees, judgments, fines and amounts paid in settlement)
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was an officer or an
employee of the Registrant if such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the Registrant, and, with respect to criminal actions or proceedings, that such
person had no reasonable cause to believe his or her conduct was unlawful. We
have also obtained directors' and officers' insurance against certain
liabilities.

        The Stockholder Rights Agreement, filed as Exhibit 10.6 to the
Registrant's Registration Statement on Form S-1 (File No. 333-81071), provides
for indemnification by the Registrant of Brooktrout, Inc., a stockholder of the
Registrant and the controlling persons of such stockholders (one of whom is a
director of the Registrant) against claims and liabilities, including claims and
liabilities arising under the securities laws.

        Under Section 6 of the Underwriting Agreement filed as Exhibit 1.1 to
the Registrant's Registration Statement on Form S-1 (File No. 333-81071), the
Underwriters (as defined therein) have agreed to indemnify, under certain
conditions, the Registrant, its directors, certain officers and persons who
control the Registrant within the meaning of the Securities Act against certain
liabilities.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

Item 8.  EXHIBITS.

        The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.

<TABLE>
<CAPTION>

EXHIBIT
<S>        <C>

   *3.1    Amended and Restated Certificate of Incorporation of Registrant.
   *3.2    Amended and Restated By-laws of Registrant.

    5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered.
 **10.3    Interspeed, Inc. Employee Stock Purchase Plan
   23.1    Consent of Counsel (included in Exhibit 5.1 hereto).
   23.2    Consent of Deloitte & Touche LLP
</TABLE>


                                        3


<PAGE>


<TABLE>
<S>        <C>
   24.1    Powers of Attorney (included in the signature page of this Registration Statement).
</TABLE>

    *    Incorporated by reference to the relevant exhibit on the
         Registrant's Form 10-K for the year ended September 30, 1999, as
         filed with the Commission on December 29, 1999.

   **    Incorporated by reference to the relevant exhibit to the Registrant's
         Registration Statement on Form S-1 (File No. 333-81071), as amended, as
         filed with the Commission.

Item 9.  UNDERTAKINGS.

         (a)      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;

                           (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. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii)
                  herein do not apply if the information required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic reports filed by the undersigned registrant
                  pursuant to Section 13 or Section 15(d) of the Exchange Act
                  that are incorporated by reference in the Registration
                  Statement;

                           (2) That, for the purpose of determining any
                  liability under the Securities Act, 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; and

                           (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.

         (b)           The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) 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.

         (c)           Insofar as indemnification for liabilities arising under
                  the Securities Act 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


                                        4


<PAGE>



                  Commission such indemnification is against public policy as
                  expressed in the Securities 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 Securities Act
                  and will be governed by the final adjudication of such issue.


                                        5


<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 North Andover, The Commonwealth of Massachusetts, on
this 29th day of December, 1999.

                                                INTERSPEED, INC.

                                                 By: /s/ Stephen A. Ide
                                                    -------------------
                                                    Stephen A. Ide
                                                    President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints each of Stephen A. Ide and William J.
Burke such person's true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for such person and in such person's 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 each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any 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.

<TABLE>
<CAPTION>

            SIGNATURE                                   TITLE                                  DATE
            ---------                                   -----                                  ----
<S>                                          <C>                                           <C>

       /s/ Stephen A. Ide
    -------------------------                   President and Director (Principal
         Stephen A. Ide                             Executive Officer)                       December 29, 1999


       /s/ Rajeev Agarwal                       Chief Technology Officer, Senior
    -------------------------                      Vice President-Research and               December 29, 1999
         Rajeev Agarwal                             Development and Director


      /s/ William J. Burke                      Chief Financial Officer, Senior
    -------------------------                      Vice President-Finance, and               December 29, 1999
        William J. Burke                            Treasurer (Principal Financial
                                                    and Accounting Officer)

        /s/ Eric R. Giler
    -------------------------                    Director                                    December 29, 1999
          Eric R. Giler
</TABLE>

                                        6


<PAGE>



<TABLE>
<CAPTION>
            SIGNATURE                            TITLE                                       DATE
            ---------                            -----                                       ----
<S>                                          <C>                                           <C>


      /s/ Robert G. Barrett
    --------------------------                    Director                                  December 29, 1999
        Robert G. Barrett


      /s/ Paul J. Severino
    --------------------------                    Director                                  December 29, 1999
        Paul J. Severino
</TABLE>


                                        7


<PAGE>



THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who will administer the plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, the Commonwealth of Massachusetts, on
this 29th day of December, 1999.

                                 INTERSPEED, INC.,
                                 as administrator of the Interspeed, Inc. 1999
                                 Employee Stock Purchase Plan



                                 By : /s/ Stephen A. Ide
                                     -------------------
                                 Name: Stephen A. Ide
                                 Title: President



                                        8


<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

EXHIBIT NO.       DESCRIPTION
-----------       -----------
<S>               <C>
   *3.1           Amended and Restated Certificate of Incorporation of Interspeed, Inc.

   *3.2           Amended and Restated By-laws of Interspeed, Inc.

    5.1           Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered.

 **10.3           Interspeed, Inc. Employee Stock Purchase Plan

   23.1           Consent of Counsel (included in Exhibit 5.1 hereto).

   23.2           Consent of Deloitte & Touche LLP

   24.1           Powers of Attorney (included in the signature page of this Registration Statement).

</TABLE>

    *    Incorporated by reference to the relevant exhibit to the
         Registrant's Annual Report on Form 10-K for the year ended September
         30, 1999, as filed with the Commission on December 29, 1999.

   **    Incorporated by reference to the relevant exhibit to the Registrant's
         Registration Statement on Form S-1 (File No. 333-81071), as amended, as
         filed with the Commission.



                                        9
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 23724}]
{"company-data": {"conformed-name": "INTERSPEED INC", "cik": "0001088755", "assigned-sic": "3661", "irs-number": "043333365", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93753", "film-number": "99782584"}, "business-address": {"street1": "39 HIGH STREET", "city": "NORTH ANDOVER", "state": "MA", "zip": "01845", "phone": "9786886164"}}
As filed with the Securities and Exchange Commission on December 29, 1999

                                           REGISTRATION STATEMENT NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                                INTERSPEED, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                  04-3333365
      (STATE OF INCORPORATION)            (I.R.S. EMPLOYER IDENTIFICATION NO.)

                                 39 HIGH STREET
                       NORTH ANDOVER, MASSACHUSETTS 01845

                                 (978) 688-6164
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

               INTERSPEED, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

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

                                 STEPHEN A. IDE
                                    PRESIDENT

                                INTERSPEED, INC.

                                 39 HIGH STREET
                       NORTH ANDOVER, MASSACHUSETTS 01845

                                 (978) 688-6164

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                  With copy to:

                             THOMAS P. STORER, P.C.
                           GOODWIN, PROCTER & HOAR LLP

                                 EXCHANGE PLACE
                        BOSTON, MASSACHUSETTS 02109-2881

                                 (617) 570-1000

                      ------------------------------------
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
  Title of Securities Being           Amounts to be             Proposed Maximum            Proposed Maximum           Amount of
          Registered                 Registered (1)         Offering Price Per Share    Aggregate Offering Price    Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01        200,000 shares                    $18.00 (2)               $3,600,000.00               $950.40
          per share
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
(1)     This Registration Statement also relates to such indeterminate number of
        additional shares of Common Stock, par value $.01 per share, of
        Interspeed, Inc. (the "Common Stock") as may be required pursuant to the
        Interspeed, Inc. 1999 Employee Stock Purchase Plan (the "Purchase Plan")
        in the event of a stock dividend, reverse stock split, split-up,
        recapitalization, forfeiture of stock under the Purchase Plan or other
        similar event. In addition, pursuant to Rule 416(c) under the Securities
        Act of 1933, as amended (the "Securities Act"), this registration
        statement also covers an indeterminate amount of interests to be offered
        or sold pursuant to the employee benefit plan described herein.

(2)     This estimate is made pursuant to Rule 457(c) and (h) under the
        Securities Act of 1933 solely for the purposes of determining the amount
        of the registration fee. The registration fee is based upon the average
        of the high and low sale price for a share of Common Stock, as reported
        on the Nasdaq National Market System as of a date within 5 business days
        prior to filing this Registration Statement.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.        PLAN INFORMATION.*

Item 2.        REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

        * Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

        Interspeed, Inc. (the "Registrant") hereby incorporates by reference the
following documents which have previously been filed with the Securities and
Exchange Commission (the "Commission"):

        (a)    the Registrant's Annual Report on Form 10-K for the year
               ended September 30, 1999, as filed with the Commission on
               December 29, 1999 pursuant to the Securities Exchange Act
               of 1934, as amended (the "Exchange Act");

        (b)    all other reports filed with the Commission by the Registrant
               pursuant to Section 13(a) or 15(d) of the Exchange Act
               since September 30, 1999; and

        (c)    the description of the Registrant's Common Stock contained in the
               Registration Statement on Form 8- A, dated September 21, 1999, as
               filed with the Commission on September 21, 1999 pursuant to
               Section 12(g) of the Exchange Act and any amendments or reports
               filed for the purpose of updating such description.

        In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder 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 hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.        DESCRIPTION OF SECURITIES.

        Not Applicable.

                                        2
Item 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not Applicable.

Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        In accordance with Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL"), Article VII of the Registrant's Amended and
Restated Certificate of Incorporation (the "Certificate") provides that no
director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) in
respect of certain unlawful dividend payments or stock redemptions or
repurchases, or (iv) for any transaction from which the director derived an
improper personal benefit. In addition, the Certificate provides that if the
DGCL is amended to authorize the further elimination or limitation of the
personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by the
DGCL, as so amended.

        Article V of the Registrant's Amended and Restated By-laws (the
"By-laws") provides for indemnification by the Registrant of its officers and
certain non-officer employees under certain circumstances against expenses
(including attorneys fees, judgments, fines and amounts paid in settlement)
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was an officer or an
employee of the Registrant if such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the Registrant, and, with respect to criminal actions or proceedings, that such
person had no reasonable cause to believe his or her conduct was unlawful. We
have also obtained directors' and officers' insurance against certain
liabilities.

        The Stockholder Rights Agreement, filed as Exhibit 10.6 to the
Registrant's Registration Statement on Form S-1 (File No. 333-81071), provides
for indemnification by the Registrant of Brooktrout, Inc., a stockholder of the
Registrant and the controlling persons of such stockholders (one of whom is a
director of the Registrant) against claims and liabilities, including claims and
liabilities arising under the securities laws.

        Under Section 6 of the Underwriting Agreement filed as Exhibit 1.1 to
the Registrant's Registration Statement on Form S-1 (File No. 333-81071), the
Underwriters (as defined therein) have agreed to indemnify, under certain
conditions, the Registrant, its directors, certain officers and persons who
control the Registrant within the meaning of the Securities Act against certain
liabilities.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

Item 8.  EXHIBITS.

        The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
EXHIBIT
*3.1    Amended and Restated Certificate of Incorporation of Registrant.
   *3.2    Amended and Restated By-laws of Registrant.

    5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered.
 **10.3    Interspeed, Inc. Employee Stock Purchase Plan
   23.1    Consent of Counsel (included in Exhibit 5.1 hereto).
   23.2    Consent of Deloitte & Touche LLP
3
24.1    Powers of Attorney (included in the signature page of this Registration Statement).
*    Incorporated by reference to the relevant exhibit on the
         Registrant's Form 10-K for the year ended September 30, 1999, as
         filed with the Commission on December 29, 1999.

   **    Incorporated by reference to the relevant exhibit to the Registrant's
         Registration Statement on Form S-1 (File No. 333-81071), as amended, as
         filed with the Commission.

Item 9.  UNDERTAKINGS.

         (a)      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;

                           (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. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii)
                  herein do not apply if the information required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic reports filed by the undersigned registrant
                  pursuant to Section 13 or Section 15(d) of the Exchange Act
                  that are incorporated by reference in the Registration
                  Statement;

                           (2) That, for the purpose of determining any
                  liability under the Securities Act, 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; and

                           (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.

         (b)           The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) 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.

         (c)           Insofar as indemnification for liabilities arising under
                  the Securities Act 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

                                        4
Commission such indemnification is against public policy as
                  expressed in the Securities 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 Securities Act
                  and will be governed by the final adjudication of such issue.

                                        5
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 North Andover, The Commonwealth of Massachusetts, on
this 29th day of December, 1999.

                                                INTERSPEED, INC.

                                                 By: /s/ Stephen A. Ide
                                                    -------------------
                                                    Stephen A. Ide
                                                    President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints each of Stephen A. Ide and William J.
Burke such person's true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for such person and in such person's 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 each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any 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
            ---------                                   -----                                  ----
/s/ Stephen A. Ide
    -------------------------                   President and Director (Principal
         Stephen A. Ide                             Executive Officer)                       December 29, 1999

       /s/ Rajeev Agarwal                       Chief Technology Officer, Senior
    -------------------------                      Vice President-Research and               December 29, 1999
         Rajeev Agarwal                             Development and Director

      /s/ William J. Burke                      Chief Financial Officer, Senior
    -------------------------                      Vice President-Finance, and               December 29, 1999
        William J. Burke                            Treasurer (Principal Financial
                                                    and Accounting Officer)

        /s/ Eric R. Giler
    -------------------------                    Director                                    December 29, 1999
          Eric R. Giler
6
SIGNATURE                            TITLE                                       DATE
            ---------                            -----                                       ----
/s/ Robert G. Barrett
    --------------------------                    Director                                  December 29, 1999
        Robert G. Barrett

      /s/ Paul J. Severino
    --------------------------                    Director                                  December 29, 1999
        Paul J. Severino
7
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who will administer the plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, the Commonwealth of Massachusetts, on
this 29th day of December, 1999.

                                 INTERSPEED, INC.,
                                 as administrator of the Interspeed, Inc. 1999
                                 Employee Stock Purchase Plan

                                 By : /s/ Stephen A. Ide
                                     -------------------
                                 Name: Stephen A. Ide
                                 Title: President

                                        8
EXHIBIT INDEX
EXHIBIT NO.       DESCRIPTION
-----------       -----------
*3.1           Amended and Restated Certificate of Incorporation of Interspeed, Inc.

   *3.2           Amended and Restated By-laws of Interspeed, Inc.

    5.1           Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered.

 **10.3           Interspeed, Inc. Employee Stock Purchase Plan

   23.1           Consent of Counsel (included in Exhibit 5.1 hereto).

   23.2           Consent of Deloitte & Touche LLP

   24.1           Powers of Attorney (included in the signature page of this Registration Statement).
*    Incorporated by reference to the relevant exhibit to the
         Registrant's Annual Report on Form 10-K for the year ended September
         30, 1999, as filed with the Commission on December 29, 1999.

   **    Incorporated by reference to the relevant exhibit to the Registrant's
         Registration Statement on Form S-1 (File No. 333-81071), as amended, as
         filed with the Commission.

                                        9