As filed with the Securities and Exchange
                   Commission on April 11, 2003. 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 Identification Number)
incorporation or organization)
                              ---------------------

                                8000 Lee Highway
                             Falls Church, VA 22042
                    (Address of Principal Executive Offices)
                              ---------------------

                               YOUNG DESIGN, INC.
                            2002 STOCK INCENTIVE PLAN

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

                              ROBERT E. FITZGERALD
                      President and Chief Executive Officer
                       TELAXIS COMMUNICATIONS CORPORATION
                                8000 Lee Highway
                             Falls Church, VA 22042
                     (Name and address of agent for service)

                                 (703) 205-0600
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                                                    CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                             Proposed maximum           Proposed
          Title of securities                Amount to      offering price per     maximum aggregate               Amount of
           to be registered              be registered(1)          share             offering price             registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>            <C>            <C>       <C>          <C>   <C>            <C>      <C>                  <C>
Common Stock, $.01 par value (2)......      1,778,750 (3)          $0.40 (4)            $711,500 (4)                  $58.00
====================================================================================================================================

</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 Young Design, Inc. 2002 Stock Incentive
     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, as amended to date and as may be
     amended in the future.
(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.


<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, 2002 filed by the  Registrant  with the  Securities  and  Exchange
Commission on March 31, 2003.

     (b) The  Registrant's  Current  Report on Form 8-K filed by the  Registrant
with the Securities and Exchange Commission on January 9, 2003.

     (c) The  Registrant's  Current  Report on Form 8-K filed by the  Registrant
with the Securities and Exchange Commission on March 20, 2003.

     (d) The Registrant's Current Report on Form 8-K filed by the Registrant
with the Securities and Exchange Commission on April 8, 2003.

     (e) 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 Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 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

<PAGE>

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

                                       3

<PAGE>

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
$10,000,000 Directors and Officers Liability Insurance Policy.

     The Registrant has 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 the 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.

                                       4

<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    Certificate  of Vote of Directors  Establishing a Class or Series
               of  Stock  (incorporated  by  reference  to  Exhibit  3.1  to the
               Registrant's  Form 10-Q filed with the  Securities  and  Exchange
               Commission on August 10, 2001).

        4.3    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).

        4.4    Amendment  No. 1 to Rights  Agreement  by and between the Company
               and Registrar and Transfer  Company,  as Rights Agent dated as of
               September 9, 2002  (incorporated  by reference to Exhibit 10.1 to
               the Registrant's  Form 8-K filed with the Securities and Exchange
               Commission on September 12, 2002).

        4.5    Amendment  No. 2 to Rights  Agreement  by and between the Company
               and Registrar and Transfer  Company,  as Rights Agent dated as of
               March 17, 2003  (incorporated by reference to Exhibit 10.1 to the
               Registrant's  Form 8-K filed  with the  Securities  and  Exchange
               Commission on March 20, 2003).

        4.6    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).

        4.7    Amended and Restated  By-Laws of the Registrant  (incorporated by
               reference to Exhibit 3.2 to the Registrant's Form 10-Q filed with
               the Securities and Exchange Commission on August 10, 2001).

        5.1    Opinion of Foley Hoag LLP.

        23.1   Consent  of  PricewaterhouseCoopers  LLP,  Independent  Certified
               Public Accountants.

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

        24     Power of Attorney (included on signature pages).

       99.1    Young Design, Inc. 2002 Stock Incentive Plan.

                                       5

<PAGE>



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

                                       6

<PAGE>

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 City of Falls Church,  Commonwealth  of Virginia on April 11,
2003.

                                             Telaxis Communications Corporation



                                              By:  /s/ Robert E. Fitzgerald
                                                   -----------------------------
                                                       Robert E. Fitzgerald,
                                                       Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each  individual  whose  signature  appears
below  hereby  constitutes  and  appoints  Robert E.  Fitzgerald  and Patrick L.
Milton,  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.

                                       7

<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>

                                 Chief   Executive   Officer  and   Director       April 11, 2003
/s/  Robert E. Fitzgerald        (principal executive officer)
------------------------------
     Robert E. Fitzgerald
                                 Chief Financial Officer and Treasurer             April 11, 2003
/s/  Patrick L. Milton           (principal financial and accounting
------------------------------   officer)
     Patrick L. Milton


/s/  Carol B. Armitage           Chairperson of the Board of Directors             April 11, 2003
------------------------------
     Carol B. Armitage

/s/  Ralph A. Goldwasser         Director                                          April 11, 2003
------------------------------
     Ralph A. Goldwasser


/s/  Gordon D. Poole             Director                                          April 11, 2003
------------------------------
     Gordon D. Poole

/s/  Daniel A. Saginario         Director                                          April 11, 2003
------------------------------
     Daniel A. Saginario


/s/  Michael F. Young            Director                                          April 11, 2003
------------------------------
     Michael F. Young


/s/  John L. Youngblood          Director                                          April 11, 2003
------------------------------
     John L. Youngblood
</TABLE>


                                       8

<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  Certificate  of Vote of Directors  Establishing a Class or Series
               of  Stock  (incorporated  by  reference  to  Exhibit  3.1  to the
               Registrant's  Form 10-Q filed with the  Securities  and  Exchange
               Commission on August 10, 2001).
          4.3  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).
          4.4  Amendment  No. 1 to Rights  Agreement  by and between the Company
               and Registrar and Transfer  Company,  as Rights Agent dated as of
               September 9, 2002  (incorporated  by reference to Exhibit 10.1 to
               the Registrant's  Form 8-K filed with the Securities and Exchange
               Commission on September 12, 2002).
          4.5  Amendment  No. 2 to Rights  Agreement  by and between the Company
               and Registrar and Transfer  Company,  as Rights Agent dated as of
               March 17, 2003  (incorporated by reference to Exhibit 10.1 to the
               Registrant's  Form 8-K filed  with the  Securities  and  Exchange
               Commission on March 20, 2003).
          4.6  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).
          4.7  Amended and Restated  By-Laws of the Registrant  (incorporated by
               reference to Exhibit 3.2 to the Registrant's Form 10-Q filed with
               the Securities and Exchange Commission on August 10, 2001).
          5.1  Opinion of Foley Hoag LLP.
          23.1 Consent  of  PricewaterhouseCoopers  LLP,  Independent  Certified
               Public Accountants.
          23.2 Consent of Foley Hoag LLP (included in Exhibit 5.1).
          24   Power of Attorney (included on signature pages).
          99.1 Young Design, Inc. 2002 Stock Incentive Plan.

                                       9
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{"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": "333-104481", "film-number": "03647297"}, "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 April 11, 2003. 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 Identification Number)
incorporation or organization)
                              ---------------------

                                8000 Lee Highway
                             Falls Church, VA 22042
                    (Address of Principal Executive Offices)
                              ---------------------

                               YOUNG DESIGN, INC.
                            2002 STOCK INCENTIVE PLAN

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

                              ROBERT E. FITZGERALD
                      President and Chief Executive Officer
                       TELAXIS COMMUNICATIONS CORPORATION
                                8000 Lee Highway
                             Falls Church, VA 22042
                     (Name and address of agent for service)

                                 (703) 205-0600
          (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 registered(1)          share             offering price             registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value (2)......      1,778,750 (3)          $0.40 (4)            $711,500 (4)                  $58.00
====================================================================================================================================
(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 Young Design, Inc. 2002 Stock Incentive
     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, as amended to date and as may be
     amended in the future.
(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.
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, 2002 filed by the  Registrant  with the  Securities  and  Exchange
Commission on March 31, 2003.

     (b) The  Registrant's  Current  Report on Form 8-K filed by the  Registrant
with the Securities and Exchange Commission on January 9, 2003.

     (c) The  Registrant's  Current  Report on Form 8-K filed by the  Registrant
with the Securities and Exchange Commission on March 20, 2003.

     (d) The Registrant's Current Report on Form 8-K filed by the Registrant
with the Securities and Exchange Commission on April 8, 2003.

     (e) 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 Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 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

                                       3
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
$10,000,000 Directors and Officers Liability Insurance Policy.

     The Registrant has 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 the 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.

                                       4
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    Certificate  of Vote of Directors  Establishing a Class or Series
               of  Stock  (incorporated  by  reference  to  Exhibit  3.1  to the
               Registrant's  Form 10-Q filed with the  Securities  and  Exchange
               Commission on August 10, 2001).

        4.3    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).

        4.4    Amendment  No. 1 to Rights  Agreement  by and between the Company
               and Registrar and Transfer  Company,  as Rights Agent dated as of
               September 9, 2002  (incorporated  by reference to Exhibit 10.1 to
               the Registrant's  Form 8-K filed with the Securities and Exchange
               Commission on September 12, 2002).

        4.5    Amendment  No. 2 to Rights  Agreement  by and between the Company
               and Registrar and Transfer  Company,  as Rights Agent dated as of
               March 17, 2003  (incorporated by reference to Exhibit 10.1 to the
               Registrant's  Form 8-K filed  with the  Securities  and  Exchange
               Commission on March 20, 2003).

        4.6    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).

        4.7    Amended and Restated  By-Laws of the Registrant  (incorporated by
               reference to Exhibit 3.2 to the Registrant's Form 10-Q filed with
               the Securities and Exchange Commission on August 10, 2001).

        5.1    Opinion of Foley Hoag LLP.

        23.1   Consent  of  PricewaterhouseCoopers  LLP,  Independent  Certified
               Public Accountants.

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

        24     Power of Attorney (included on signature pages).

       99.1    Young Design, Inc. 2002 Stock Incentive Plan.

                                       5
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

                                       6
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 City of Falls Church,  Commonwealth  of Virginia on April 11,
2003.

                                             Telaxis Communications Corporation

                                              By:  /s/ Robert E. Fitzgerald
                                                   -----------------------------
                                                       Robert E. Fitzgerald,
                                                       Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each  individual  whose  signature  appears
below  hereby  constitutes  and  appoints  Robert E.  Fitzgerald  and Patrick L.
Milton,  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.

                                       7
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
           ---------                            -----                              ----
Chief   Executive   Officer  and   Director       April 11, 2003
/s/  Robert E. Fitzgerald        (principal executive officer)
------------------------------
     Robert E. Fitzgerald
                                 Chief Financial Officer and Treasurer             April 11, 2003
/s/  Patrick L. Milton           (principal financial and accounting
------------------------------   officer)
     Patrick L. Milton

/s/  Carol B. Armitage           Chairperson of the Board of Directors             April 11, 2003
------------------------------
     Carol B. Armitage

/s/  Ralph A. Goldwasser         Director                                          April 11, 2003
------------------------------
     Ralph A. Goldwasser

/s/  Gordon D. Poole             Director                                          April 11, 2003
------------------------------
     Gordon D. Poole

/s/  Daniel A. Saginario         Director                                          April 11, 2003
------------------------------
     Daniel A. Saginario

/s/  Michael F. Young            Director                                          April 11, 2003
------------------------------
     Michael F. Young

/s/  John L. Youngblood          Director                                          April 11, 2003
------------------------------
     John L. Youngblood
8
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  Certificate  of Vote of Directors  Establishing a Class or Series
               of  Stock  (incorporated  by  reference  to  Exhibit  3.1  to the
               Registrant's  Form 10-Q filed with the  Securities  and  Exchange
               Commission on August 10, 2001).
          4.3  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).
          4.4  Amendment  No. 1 to Rights  Agreement  by and between the Company
               and Registrar and Transfer  Company,  as Rights Agent dated as of
               September 9, 2002  (incorporated  by reference to Exhibit 10.1 to
               the Registrant's  Form 8-K filed with the Securities and Exchange
               Commission on September 12, 2002).
          4.5  Amendment  No. 2 to Rights  Agreement  by and between the Company
               and Registrar and Transfer  Company,  as Rights Agent dated as of
               March 17, 2003  (incorporated by reference to Exhibit 10.1 to the
               Registrant's  Form 8-K filed  with the  Securities  and  Exchange
               Commission on March 20, 2003).
          4.6  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).
          4.7  Amended and Restated  By-Laws of the Registrant  (incorporated by
               reference to Exhibit 3.2 to the Registrant's Form 10-Q filed with
               the Securities and Exchange Commission on August 10, 2001).
          5.1  Opinion of Foley Hoag LLP.
          23.1 Consent  of  PricewaterhouseCoopers  LLP,  Independent  Certified
               Public Accountants.
          23.2 Consent of Foley Hoag LLP (included in Exhibit 5.1).
          24   Power of Attorney (included on signature pages).
          99.1 Young Design, Inc. 2002 Stock Incentive Plan.

                                       9