<PAGE>

   As filed with the Securities and Exchange Commission on November 30, 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. 1997 STOCK OPTION 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
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
  Title of Securities Being         Amounts to be             Proposed Maximum             Proposed Maximum          Amount of
          Registered                Registered (1)      Offering Price Per Share (2)   Aggregate Offering Price   Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                       <C>                           <C>                       <C>
 Common Stock, par value $.01
   per share in respect of:

     Re-offer prospectus
       for shares under              32,400 shares             $19.91                        $645,084                  $171.00
    1997 Stock Option Plan
-----------------------------------------------------------------------------------------------------------------------------------

</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. 1997 Stock Option Plan (the "Option Plan") in the event
        of a stock dividend, reverse stock split, split-up, recapitalization,
        forfeiture of stock under the Option Plan or other similar event.
(2)     This calculation is made solely for the purpose of determining the
        registration fee pursuant to Rule 457(h) under the Securities Act of
        1933 and in the case of securities which have previously been issued
        and are offered for resale, the fee is calculated on the basis of 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>


                                EXPLANATORY NOTE

               Under cover of this Form S-8 is a re-offer prospectus prepared in
accordance with Part I of Form S-3 under the Securities Act of 1933, as amended,
as to 32,400 shares of our common stock acquired by selling stockholders
through participation in our 1997 Stock Option Plan.


                                        i

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.        PLAN INFORMATION.

               Not filed as part of this registration statement pursuant to Note
to Part I of Form S-8.

Item 2.        REGISTRANT INFORMATION AND EMPLOYEE MANUAL ANNUAL INFORMATION.

               Not filed as part of this registration statement pursuant to Note
to Part I of Form S-8.


                                       ii

<PAGE>


RE-OFFER PROSPECTUS

                                 32,400 SHARES

                                INTERSPEED, INC.
                                  COMMON STOCK
                               ------------------

         The selling stockholders identified in this re-offer prospectus may
periodically offer and sell the shares of our common stock they acquired upon
the exercise of options granted under our 1997 Stock Option Plan. However,
the sale of shares in reliance upon this re-offer prospectus is subject to
the volume limitations described in Rule 144(e) under the Securities Act of
1933, as amended, which are restrictions on the amount of securities that may
be sold in any three month period.

         We will not receive any of the proceeds from the sale of these
shares. We do not know when the proposed sale of the shares by the selling
stockholders will occur. The sales may occur in ordinary brokerage
transactions, in negotiated transactions or otherwise at prices prevailing at
the time of sale. We have paid the expenses incurred in registering the
shares covered by this re-offer prospectus other than agent's commission and
transfer taxes, if any. See "Use of Proceeds" and "Selling Stockholders" on
page 10 and "Plan Distribution" on page 11.

         The shares issued before the filing of this re-offer prospectus
pursuant to the exercises of options granted under our 1997 Stock Option Plan
remain "restricted securities" under the Securities Act of 1933, as amended,
until they are sold pursuant to this re-offer prospectus. This re-offer
prospectus has been prepared to register those restricted securities under the
Securities Act and allow for future sales by the selling stockholders to the
public without restriction, except for the volume limitations imposed under Rule
144(e). The selling stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act. Any commissions received by a broker or dealer
in connection with resales of the shares may be deemed to be underwriting
commissions or discounts under the Securities Act.

         The Common Stock is listed on the NASDAQ National Market System under
the symbol "ISPD."

SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR CERTAIN FACTORS RELEVANT TO AN
INVESTMENT IN THE COMMON STOCK

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                      ACCURACY OR ADEQUACY OF THIS RE-OFFER
                      PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.
                               ------------------

           The date of this Re-offer prospectus is November 30, 1999


                                        1

<PAGE>

                                   THE COMPANY

         Interspeed designs, develops and markets advanced high speed data
communications equipment based on digital subscriber line technology. Our
products enable data communication service providers, such as competitive local
exchange carriers, Internet service providers and owners of multi-tenant units
to utilize the existing copper wire infrastructure to deliver high speed data
access to their customers. We believe we offer the only single platform system
that integrates the principal components required to offer digital subscriber
line service, including signal concentration, routing, switching and network
management. Unlike traditional digital subscriber line products, our products
offer our customers a highly scalable and flexible solution at a lower total
cost of ownership than our competitors' products.

         We were incorporated in Massachusetts in 1996 as a wholly owned
subsidiary of Brooktrout, Inc. and commenced operation in March 1997. We
reincorporated as a Delaware corporation in June 1999.

         Our principal executive offices are located at 39 High Street, North
Andover, Massachusetts 01845. Our telephone number is (978) 688-6164.


                                                       THE OFFERING

<TABLE>

<S>                                                               <C>
Common stock offered:
                  By selling shareholders.....................    32,400 shares of common stock acquired by the selling
                                                                  stockholders as a result of  the exercise of options granted
                                                                  to them under our 1997 Stock Option Plan.  See "Selling
                                                                  Stockholders" and "Plan of Distribution").

Use of proceeds...............................................    We will not receive any of the proceeds when the selling
                                                                  stockholders sell their shares of common stock.

Nasdaq National Market Symbol.................................    ISPD

</TABLE>


                                        2

<PAGE>

                                  RISK FACTORS

        YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE YOU
DECIDE TO BUY OUR COMMON STOCK. YOU SHOULD ALSO CONSIDER THE OTHER INFORMATION
IN THIS PROSPECTUS. OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS
COULD BE HARMED BY ANY OF THE FOLLOWING RISKS. THE TRADING PRICE OF OUR COMMON
STOCK COULD DECLINE DUE TO ANY OF THE FOLLOWING RISKS, AND YOU MIGHT LOSE ALL OR
PART OF YOUR INVESTMENT.

        THIS RE-OFFER PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THE RESULTS DISCUSSED ON THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT
CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW.


WE HAVE A HISTORY OF LOSSES AND ANTICIPATE FUTURE LOSSES

         We have accumulated losses of approximately $15.8 million since
inception in October 1996 through September 30, 1999 and expect to incur net
losses in the future. Losses were approximately $1.0 million for the period
through September 30, 1997, approximately $4.3 million for the fiscal year ended
September 30, 1998 and approximately $10.5 million for the fiscal year ended
September 30, 1999. We anticipate continuing to incur significant sales and
marketing, research and development and general and administrative expenses and,
as a result, we will need to generate higher revenues to achieve and sustain
profitability. We cannot be certain we will realize sufficient revenues to
achieve profitability.

BECAUSE OF OUR LIMITED OPERATING HISTORY IT IS DIFFICULT FOR US TO PREDICT
FUTURE RESULTS OF OPERATIONS

        We commenced operations in March 1997 and our first product became
generally available in February 1999. Due to our limited operating history, it
is difficult for us to predict future results of operations. You should consider
our business and prospects in light of the risks typically encountered by
companies in their early stages of development, particularly those in rapidly
evolving markets such as the data communications equipment market. We cannot be
certain that we will successfully address these risks.

OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE SIGNIFICANTLY AND CAUSE OUR STOCK
PRICE TO BE VOLATILE WHICH COULD CAUSE THE VALUE OF YOUR INVESTMENT IN OUR
COMPANY TO DECLINE

        Our quarterly or annual operating results are likely to fluctuate
significantly in the future due to a variety of factors, many of which are
outside of our control. If our operating results do not meet the expectations of
securities analysts, the trading price of our common stock could significantly
decline which may cause the value of your investment in our company to decline.
In addition, the value of your investment could be impacted by investor
perception of the Internet and emerging data communications sectors generally,
independent of the operating performance of our company or other similar
companies. Some of the factors that could affect our quarterly or annual
operating results or impact the market price of our common stock include:

         -        our ability to develop, manufacture, market and support our
                  products and product enhancements;

         -        the timing and amount of, or cancellation or rescheduling of,
                  orders for our products, particularly large orders from key
                  customers;

         -        our ability to retain key management, sales and marketing and
                  engineering personnel;

         -        announcements, new product introductions and price reductions
                  in products offered by our competitors;

         -        our ability to obtain sufficient supplies of sole or limited
                  source components for our products;

         -        a decrease in the average selling prices of our products;

         -        changes in costs of components which we include in our
                  products;


                                        3

<PAGE>

         -        the mix of products that we sell and the mix of distribution
                  channels through which they are sold;

Due to these and other factors, quarterly or annual revenues, expenses and
results of operations could vary significantly in the future, and
period-to-period comparisons should not be relied upon as indications of future
performance.

THE LOSS OF ANY SIGNIFICANT CUSTOMER COULD CAUSE OUR REVENUE TO DECLINE

           The loss of any of our significant customers could cause our revenue
to decline and thus have a material adverse effect on our business, financial
condition and results of operations. Our products became generally available in
February 1999 and to date we have only sold products to a limited number of
customers. Unless and until we diversify and expand our customer base, our
future success will significantly depend upon a limited number of customers.

FAILURE TO ADEQUATELY DEVELOP OUR SALES CHANNELS COULD CAUSE OUR REVENUE TO
DECLINE

           We sell our products directly through our sales force and indirectly
through original equipment manufacturers, value added resellers and system
integrators. Our failure to adequately develop these sales channels may cause
our revenue to decline and thus have a material adverse effect on our business,
financial condition and results of operations. We are currently in the early
stages of developing these sales channels and expect to expend significant
resources in this area. As of November 26, 1999, we had a total of 17 employees
responsible for direct sales, marketing and sales engineering in the United
States and international markets. In addition, we have only recently entered
into our first reseller agreements. To the extent we are able to enter into
agreements with additional original equipment manufacturers, value added
resellers or systems integrators, the amount and timing of resources which they
devote to the sale of our products may not be within our control, and they may
not perform their obligations as expected.

IF WE ARE UNABLE TO DEVELOP AND OPERATE AN EFFECTIVE CUSTOMER SUPPORT
ORGANIZATION, SALES OF OUR PRODUCTS MAY BE REDUCED

           Purchasers of data communications equipment assign significant weight
in their purchasing decisions to a vendor's capabilities and reputation in
supporting its products. We will be required to expend significant resources and
management attention on developing and operating a customer support
organization. If our level of customer support does not satisfy customer
expectations, our reputation and future sales could be adversely affected.
Accordingly, we have emphasized customer support in our business strategy and
marketing. Because our products were recently introduced for sale, we have
limited experience in operating a customer support program.

IF OUR TARGET CUSTOMERS DO NOT ACCEPT DSL TECHNOLOGY, WE MAY BE UNABLE TO
SUSTAIN OR GROW OUR BUSINESS

           Our future success is substantially dependent upon whether digital
subscriber line, or DSL, technology gains widespread market acceptance by data
communications service providers and the small to medium sized business users to
whom they market their services. In the event that our customers or potential
customers adopt technologies other than DSL, we may be unable to sustain or grow
our business. Our business strategy and current products are focused on DSL
technology. Various alternative technologies, including T-1, cable and broadband
wireless, are currently available to deliver high speed data communications, and
each of the alternatives has comparative advantages and disadvantages. Data
communications service providers continually evaluate alternative high speed
data access technologies and may at any time adopt technologies other than DSL.

IF OUR PRODUCTS ARE NOT ACCEPTED BY THE MARKET, OUR REVENUES MAY DECLINE

           We have recently introduced our products to the market. Market
acceptance of our products is critical to our future success. Factors that may
affect the market acceptance of our products include:

         -        market acceptance of DSL technology;

         -        the features, performance, price and total cost of ownership
                  of our products;

         -        the availability of competing products and technologies;

                                       4

<PAGE>

         -        the success and development of our direct sales force and
                  distribution channels;

         -        the quality of our customer service and support of our
                  products; and

         -        the breadth and depth of our product offerings.

Failure of our existing or future products to achieve and maintain meaningful
levels of market acceptance would materially adversely affect our business,
financial condition and results of operations.

BECAUSE WE CURRENTLY DEPEND ON A SINGLE FAMILY OF PRODUCTS, ANY DECLINE IN
DEMAND FOR THOSE PRODUCTS MAY HARM OUR OPERATING RESULTS

           We expect to derive substantially all of our revenues from our DSL
access routers, or DSLAR, product family and related modules for the foreseeable
future. The market may not continue to demand our current products, and we may
not be successful in marketing any new or enhanced products. Any reduction in
the demand for our current products or our failure to successfully develop or
market and introduce new or enhanced products could materially adversely affect
our business, financial condition and results of operations.

UNLESS WE ARE ABLE TO KEEP PACE WITH THE EVOLUTION OF THE DATA COMMUNICATIONS
EQUIPMENT MARKET WE WILL NOT BE ABLE TO GROW OR SUSTAIN OUR BUSINESS

         The data communications equipment market is characterized by:

         -        rapid technological advances;

         -        evolving industry standards;

         -        changes in end-user requirements;

         -        frequent new product introductions; and

         -        evolving offerings by data communications service providers.

We believe our future success will depend, in part, on our ability to anticipate
or adapt to such changes and to offer, on a timely basis, products that meet
customer demands. We intend to continue to invest significantly in product and
technology development. The development of new or enhanced products is a complex
and uncertain process requiring the anticipation of technological and market
trends. We may experience design, manufacturing, marketing and other
difficulties that could delay or prevent our development, introduction or
marketing of new products and enhancements and result in unexpected expenses.
The introduction of new or enhanced products also requires that we manage the
transition from older products in order to minimize disruption in customer
ordering patterns and ensure that adequate supplies of new products can be
delivered to meet anticipated customer demand. Our inability to develop on a
timely basis new products or enhancements to existing products, or the failure
of such new products or enhancements to achieve market acceptance, could
materially adversely affect our business, financial condition and results of
operations.

IF WE LOSE KEY PERSONNEL, WE MAY BE UNABLE TO SUCCESSFULLY OPERATE OUR BUSINESS

         Our success depends to a significant degree upon the continued
contributions of our principal management, engineering and sales personnel, many
of whom perform important management functions and would be difficult to
replace. Specifically, we believe that our future success is highly dependent on
our President, Stephen A. Ide; our Chief Technology Officer and Senior Vice
President-Research and Development, Rajeev Agarwal; our Chief Financial Officer
and Senior Vice President-Finance, William J. Burke; and our Vice
President-Sales and Marketing, Christopher P. Whalen. We do not have employment
contracts with our key personnel. The loss of the services of any key personnel
could materially adversely affect our business, financial condition and results
of operations.

                                       5

<PAGE>

IF WE ARE UNABLE TO ATTRACT AND RETAIN ADDITIONAL QUALIFIED PERSONNEL, WE MAY BE
UNABLE TO SATISFY CUSTOMER DEMANDS WHICH MAY CAUSE OUR REVENUES TO DECLINE

           Our business strategy will require us to attract and retain
additional engineering, sales, customer support and administrative personnel. We
have at times experienced, and continue to experience, difficulty in recruiting
qualified personnel. Recruiting qualified personnel is an intensely competitive
and time consuming process. We may not be able to attract and retain the
necessary personnel to accomplish our business objectives, and we may experience
constraints that will adversely affect our ability to satisfy customer demand in
a timely fashion or to support our customers and operations. In addition,
companies in the data communications industry whose employees accept positions
with competitors frequently claim that such competitors have engaged in unfair
hiring practices. We could incur substantial costs in defending ourselves
against any such litigation, regardless of the merits or outcome of such
litigation.

FAILURE TO MANAGE OUR GROWTH EFFECTIVELY MAY PREVENT US FROM MAXIMIZING OUR
EARNINGS

           We have expanded and plan to continue to expand our operations,
including our sales and marketing activities, our accounting, billing and human
resource departments and the establishment of additional sales offices. This
expansion may place significant strains on our ability to manage our growth,
including our ability to monitor operations, bill customers, control costs and
maintain effective quality controls. Since we commenced operations, we have
relied upon Brooktrout, our parent company, to provide us with administrative
and support services, including accounting, human resources and computer
systems. While we have entered into the transition services agreement with
Brooktrout to continue to provide these services during a transition period
ending December 31, 1999, at the end of this period we will need to have
implemented systems that provide the functions and services currently provided
by Brooktrout. If we fail to manage our growth effectively, it could have a
material adverse effect on our business, financial condition and results of
operations.

INTENSE COMPETITION IN THE MARKET FOR HIGH SPEED DATA ACCESS EQUIPMENT COULD
PREVENT US FROM ACHIEVING OR SUSTAINING PROFITABILITY

            The market for data communications equipment is highly competitive,
particularly in the emerging DSL equipment market. If we are unable to compete
effectively in the market for high speed data access equipment, our results of
operations could be materially adversely affected. We compete directly with
Ascend Communications, Inc., which was recently acquired by Lucent Technologies
Inc.; Copper Mountain Networks, Inc.; Diamond Lane, which was recently acquired
by Nokia, Inc.; Paradyne Networks, Inc.; and Tut Systems, Inc. Many of our
current and potential competitors have significantly greater selling and
marketing, technical, manufacturing, financial, and other resources. Moreover,
our competitors may foresee the course of market developments more accurately
than we do and could in the future develop new technologies that compete with
our products. The strength and capabilities of our competitors may be increased
as a result of the trend toward consolidation in the data communications market.
Capitalizing on and maintaining our technological advantage will require a
continued high level of investment in research and development, marketing and
customer service and support. Due to the rapidly evolving markets in which we
compete, additional competitors with significant market presence and financial
resources may enter those markets, thereby further intensifying competition. We
may not have sufficient resources to continue to make the investments or achieve
the technological advances necessary to compete successfully with existing
competitors or new competitors.

IF WE ARE UNABLE TO DEVELOP INTERNATIONAL MARKETS FOR OUR PRODUCTS, WE MAY BE
UNABLE TO GROW AS PLANNED

           Our strategy emphasizes the development of international markets for
our products. We may be unsuccessful in marketing, selling and distributing our
products in foreign markets. Conducting business outside of the United States is
subject to risks, including:

         -        longer accounts receivable collection cycles;

         -        possible foreign currency exchange and conversion issues;

         -        difficulties in managing operations across disparate
                  geographic areas;

         -        difficulties associated with enforcing agreements and
                  collecting receivables through foreign legal systems;

         -        changes in a specific country's or region's political or
                  economic conditions;


                                       6

<PAGE>

         -        trade protection measures;

         -        import or export licensing requirements;

         -        potential adverse tax consequences;

         -        unexpected changes in regulatory requirements; and

         -        reduced or limited protection of our intellectual property
                  rights in some countries.

We cannot be certain that one or more of such factors will not have a material
adverse effect on our future international operations, and consequently, our
business, financial condition and results of operations.

OUR DEPENDENCE ON SOLE AND SINGLE SOURCE SUPPLIERS AND INDEPENDENT MANUFACTURERS
EXPOSES US TO SUPPLY INTERRUPTIONS THAT COULD RESULT IN PRODUCT DELIVERY DELAYS

           Although we generally use standard parts and components for our
products, some key components are purchased from sole or single source vendors
for which alternative sources are not currently available. Our inability to
obtain sufficient quantities of these components may result in future delays or
reductions in product shipments which could materially adversely affect our
business, financial condition and results of operations. We currently purchase
proprietary components from Conexant and Motorola for which there are no direct
substitutes. These components could be replaced with alternatives from other
suppliers, but that would involve redesign of our products. Such redesign would
involve considerable time and expense. We currently enter into purchase orders
with our suppliers for materials based on forecasts, but have no guaranteed
supply arrangements with these suppliers. In addition, we currently use a small
number of independent manufacturers to manufacture printed circuit boards,
chassis and subassemblies to our design. Our reliance on independent
manufacturers involves a number of risks, including the potential for inadequate
capacity, unavailability of, or interruptions in access to, process
technologies, and reduced control over delivery schedules, manufacturing yields
and costs. If our manufacturers are unable or unwilling to continue
manufacturing our components in required volumes, we will have to transfer
manufacturing to acceptable alternative manufacturers whom we have identified,
which could result in significant interruption of supply. Moreover, the
manufacture of these components is extremely complex, and our reliance on the
suppliers of these components exposes us to potential production difficulties
and quality variations, which could negatively impact cost and timely delivery
of our products. We currently enter into purchase orders with independent
manufacturers of materials based on forecasts, but have no guaranteed
arrangements with these manufacturers. Any significant interruption in the
supply, or degradation in the quality, of any component would have a material
adverse effect on our business, financial condition and results of operations.

OUR LIMITED ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY MAY PREVENT US FROM
RETAINING OUR COMPETITIVE ADVANTAGE

            Our success and our ability to compete are dependent, in part, upon
our proprietary technology. Taken as a whole, we believe our intellectual
property rights are significant and any failure to adequately protect our
proprietary rights could result in our competitors offering similar products,
potentially resulting in loss of a competitive advantage and decreased revenues.
In addition, the laws of many foreign countries do not protect our intellectual
property to the same extent as the laws of the United States. Also, it may be
possible for unauthorized third parties to copy or reverse engineer aspects of
our products, develop similar technology independently or otherwise obtain and
use information that we regard as proprietary. Furthermore, policing the
unauthorized use of our products is difficult. Litigation may be necessary in
the future to enforce our intellectual property rights, to protect our trade
secrets or patents that we may obtain, or to determine the validity and scope of
the proprietary rights of others. Such litigation could result in substantial
costs and diversion of resources and could have a material adverse effect on our
future operating results.

INTELLECTUAL PROPERTY CLAIMS AGAINST US CAN BE COSTLY AND RESTRICT OUR BUSINESS

            The data communications industry is characterized by the existence
of a large number of patents and frequent litigation based on allegations of
patent infringement. As the number of entrants in our market increases and the
functionality of our products is enhanced and overlaps with the products of
other companies, we may become subject to claims of infringement or
misappropriation of the intellectual property rights of others. Any claims
asserting that our products infringe or may infringe proprietary rights of third
parties, if determined adversely to us, could have a material adverse effect on
our business, financial condition or results of operations. Any claims, with or
without merit, could be time-consuming, result in


                                       7

<PAGE>


costly litigation, divert the efforts of our technical and management personnel,
cause product shipment delays or require us to enter into royalty or licensing
agreements, any of which could have a material adverse effect upon our operating
results. Legal action claiming patent infringement may be commenced against us.
We cannot assure you that we would prevail in such litigation given the complex
technical issues and inherent uncertainties in patent litigation. In the event a
claim against us was successful, and we could not obtain a license to the
relevant technology on acceptable terms or license a substitute technology or
redesign to avoid infringement, this could have a material adverse effect on our
business, financial condition and results of operations.

CHANGES TO REGULATIONS AFFECTING THE TELECOMMUNICATIONS INDUSTRY COULD REDUCE
DEMAND FOR OUR PRODUCTS

           Any changes to legal requirements relating to the telecommunications
industry, including the adoption of new regulations by federal or state
regulatory authorities under current laws or any legal challenges to existing
laws or regulations relating to the telecommunications industry, could have a
material adverse effect upon the market for our products. Moreover, our
distributors or customers may require, or we may otherwise deem it necessary or
advisable, that we modify our products to address actual or anticipated changes
in the regulatory environment. Our inability to modify our products or address
any regulatory changes could have a material adverse effect on our business,
financial condition or results of operations.

YEAR 2000 PROBLEMS COULD DISRUPT OUR BUSINESS

           During the next year, many software programs may not recognize
calendar dates beginning in the Year 2000. This problem could cause computers or
machines that utilize date dependent software to either shut down or provide
incorrect information. If we, or any of our key suppliers, customers or service
providers, fail to mitigate internal and external Year 2000 risks, we may
temporarily be unable to provide products or engage in other business
activities, including billing, which could have a material adverse effect on our
business.

CONTROL BY BROOKTROUT MAY LIMIT YOUR ABILITY TO INFLUENCE THE OUTCOME OF MATTERS
REQUIRING STOCKHOLDER APPROVAL

           Brooktrout, Inc. presently owns approximately 57% of the outstanding
shares of common stock. Accordingly, Brooktrout will be able to control or
significantly influence matters requiring approval by our stockholders,
including the election of directors and the approval of mergers or other
business combination transactions. This concentration of ownership could have
the effect of delaying or preventing a change in our control or otherwise
discouraging a potential acquiror from attempting to obtain control of us, which
in turn could have a material adverse effect on the market price of our common
stock or prevent our stockholders from realizing a premium over the market
prices for their shares of common stock.

SUBSTANTIAL FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD CAUSE
OUR STOCK PRICE TO FALL

           The market price of our common stock could drop as a result of future
sales of a large number of our shares of common stock in the market after this
offering.

           As a result of this re-offer prospectus, approximately 32,400 of
the shares of our outstanding common stock will no longer qualify as
"restricted securities" under Rule 144 of the Securities Act and, under the
Securities Act, these shares may be freely offered and sold. However,
stockholders who sell shares of our common stock under this re-offer
prospectus must comply with the volume of sale limitations imposed under Rule
144(e) of the Securities Act.

         Upon effectiveness of this re-offer prospectus, 6,748,860 of the
shares of our outstanding common stock continue to be restricted securities.
The holders of 6,476,666 these shares are also parties to lock-up agreements
which are further discussed in the registration statement for our initial
public offering and under which the holders of these shares have agreed not
to sell or otherwise dispose of any of their shares during the 180-day
lock-up period. This 180-day lock-up period expires on March 23, 2000. The
holder of 6,075,000 of these restricted shares has registration rights with
respect to those restricted shares.

           Therefore, through this re-offer prospectus, as a result of
registration rights and under Rule 144, large amounts of the shares of our
common stock may become freely tradable and affect the market for our stock.


                                       8

<PAGE>

PROVISIONS IN OUR CHARTER AND BYLAWS MAY DISCOURAGE TAKEOVER ATTEMPTS AND THUS
DEPRESS THE MARKET PRICE OF OUR COMMON STOCK

           Provisions in our amended and restated Certificate of Incorporation
may have the effect of delaying or preventing a change of control or changes in
our management. These provisions include:

         -        the right of the Board of Directors, without stockholder
                  approval, to issue shares of preferred stock and to establish
                  the voting rights, preferences, and other terms thereof;

         -        the right of the Board of Directors to elect a director to
                  fill a vacancy created by the expansion of the Board of
                  Directors;

         -        the ability of the Board of Directors to alter our bylaws
                  without prior stockholder approval;

         -        the election of three classes of directors to each serve three
                  year staggered terms;

         -        the elimination of stockholder voting by consent;

         -        the removal of directors only for cause;

         -        the vesting of exclusive authority in the Board of Directors
                  (except as otherwise required by law) to call special meetings
                  of stockholders; and

         -        certain advance notice requirements for stockholder proposals
                  and nominations for election to the Board of Directors.

These provisions discourage potential takeover attempts and could adversely
affect the market price of our common stock.

WE DO NOT INTEND TO PAY DIVIDENDS

           To date, we have never declared or paid any cash dividends on shares
of our common stock. We currently intend to retain our earnings for future
growth and development of our business and, therefore, do not anticipate
declaring or paying any dividends in the foreseeable future.


                                       9

<PAGE>

                                 USE OF PROCEEDS

           The selling stockholders will receive the net proceeds from the sale
of the shares offered hereby. We will not receive any of the proceeds from the
sale of the shares offered hereby.


                              SELLING STOCKHOLDERS

           The shares of our common stock to which this re-offer prospectus
relates are being registered for re-offers and resales by selling
stockholders who have acquired the relevant shares pursuant to the exercise
of options granted under our 1997 Stock Option Plan. The selling stockholders
named below may resell all, a portion or none of the relevant shares at any
time. However, a stockholder who sells shares pursuant to this re-offer
prospectus must comply with Rule 144(e) under the Securities Act, which
limits the number of shares that may be sold by any stockholder during any
three month period.

           The table below sets forth, with respect to each selling stockholder
and based upon the information available to us as of November 26, 1999, the
selling stockholders' relationship, if any, with us within the past three years
and the number of shares owned by each selling stockholder which may be sold
pursuant to this re-offer prospectus. In addition to the shares of our common
stock which are made available for resale pursuant to this re-offer prospectus,
various selling stockholders hold options to purchase additional common stock
from us. We cannot assure you that any of the selling stockholders will sell any
or all of the shares of common stock to which this re-offer prospectus relates.
In the event that any selling stockholder sells all of the shares set forth
below without exercising more options for shares of our common stock or
otherwise acquiring shares of our common stock, that selling stockholder will no
longer hold shares of our common stock.

           The address of each Selling Stockholder is Interspeed, Inc., 39 High
Street, North Andover, MA 01845.


<TABLE>
<CAPTION>

  Selling Stockholders        Relationship with              Number of shares of Interspeed
                              Interspeed, Inc.                 Common Stock beneficially
                                                            owned that may be sold hereunder
                                                                           (1)
-------------------------  -------------------------       ---------------------------------
<S>                        <C>                                              <C>
Jeffrey Cook               Software Engineer                                3,000
Glenn R. Cozzens           Director, Manufacturing                          2,000
Radu Craioveanu            Director, Systems Architecture                   5,000
Andrew Grimes              Principal Hardware Engineer                      3,000
James M. Murphy            Senior Software Engineer                         1,000
Bruce C. Nutbrown          Director, Hardware Engineering                   5,000
Lawrence W. Peck           Senior Software Engineer                         4,000

</TABLE>


                                       10

<PAGE>

<TABLE>

<S>                        <C>                                              <C>
Erik Sette                  Senior Software Engineer                        2,400
Thomas F. Soldau            Senior Hardware Engineer                        4,000
Jason Vietry                Senior Hardware Engineer                        1,500
Margaret Zielinski          Principal Software Engineer                     1,500

</TABLE>


             (1) This number reflects only the number of shares of common stock
owned by each selling stockholder which is available for resale hereunder. It
does not reflect options granted to, and held by, selling stockholders which may
be exercised to acquire additional shares of our common stock.


                              PLAN OF DISTRIBUTION

             The shares offered hereby may be sold by the selling stockholders
from time to time, on the NASDAQ National Market System on terms to be
determined by the selling stockholders at the time of such sales. The selling
stockholders may also make private sales directly or through a broker or
brokers. Alternatively, the selling stockholders may from time to time offer
shares to or through underwriters, dealers or agents, who may receive
consideration in the form of discounts and commissions; such compensation, which
may be in excess of ordinary brokerage commissions, may be paid by the selling
stockholders and/or the purchasers of the shares offered hereby for whom such
underwriters, dealers or agents may act. The selling stockholders and any
dealers or agents that participate in the distribution of the shares offered
hereby may be deemed to be "underwriters" as defined in the Securities Act, and
any profit on the sale of such shares offered hereby by them and any discounts,
commissions or concessions received by any such dealers or agents might be
deemed to be underwriting discounts and commissions under the Securities Act.
The aggregate proceeds to the selling stockholders from sales of the shares
offered by the selling stockholders hereby will be the purchase price of such
common stock less any broker's commissions.

             Under applicable rules and regulations under the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") any person engaged in the
distribution of the common stock offered hereby may not simultaneously engage in
market making activities with respect to the common stock for a period of one
business day prior to the commencement of such distribution. Without limiting
the foregoing, the selling stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, which may limit
the timing of purchases and sales of our common stock by the selling
stockholders.

             In addition to the shares sold hereunder, a selling stockholder
may, at the same time, sell any shares of common stock, including the shares to
be offered through this re-offer prospectus, owned by him or her in compliance
with all of the requirements of Rule 144 under the Securities Act, regardless of
whether such shares are covered by this re-offer prospectus.

             There is no assurance that any of the selling stockholders will
sell any or all of the common stock offered hereby.

             We will pay all expenses in connection with this offering other
than commissions and discounts of underwriters, dealers or agents. All selling
and other expenses incurred by individual selling stockholders will be borne by
such selling stockholders.


                                  LEGAL MATTERS

             The validity of the securities offered hereby will be passed upon
for us by Goodwin, Procter & Hoar LLP.


                                       11

<PAGE>

                                     EXPERTS

             The financial statements incorporated in this prospectus by
reference from the Company's Registration Statement No. 333-81071 on Form S-1
filed August 23, 1999 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by
reference, and have been so included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

                              AVAILABLE INFORMATION

             We have filed a registration statement on Form S-8 with the SEC for
the stock the selling stockholders are offering by this re-offer prospectus.
This re-offer prospectus does not include all of the information contained in
the registration statement. You should refer to the registration statement and
its exhibits for additional information.

             We are subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission. Such reports, proxy
statements and other information can be inspected and copied at the locations
described below. Copies of such materials can be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. In addition, we are required to
file electronic versions of these documents with the Commission through the
Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
The Commission maintains a World Wide Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference facilities.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

             We hereby incorporate by reference the documents listed in (a)
through (c) below, which have previously been filed with the Commission.

         (a)      our Prospectus dated September 24, 1999 as filed with the
                  Commission on September 24, 1999 pursuant to Rule 424(b) under
                  the Securities Act (the "Prospectus");

         (b)      all other reports filed with the Commission by us pursuant to
                  Section 13(a) or 15(d) of the Exchange Act since September 24,
                  1999; and

         (c)      the description of our 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 us 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.

             We will provide, without charge, to each person, including a
beneficial owner, to whom a copy of the re-offer prospectus is delivered, at the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits thereto, unless such
exhibits are specifically incorporated by reference into such documents).
Written requests for such copies should be directed to William J. Burke, Chief
Financial Officer of the Company, 39 High Street, North Andover, Massachusetts,
01845, (978) 688-6164.

                                       12

<PAGE>

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS RE-OFFER
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY INTERSPEED, ANY SELLING STOCKHOLDER OR
ANY OTHER PERSON. THIS RE-OFFER PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SHARES OFFERED HEREBY TO ANY
PERSON OR ANYONE IN ANY JURISDICTION IN WHICH IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS RE-OFFER PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.



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



                   TABLE OF CONTENTS

<TABLE>

<S>                                                <C>
The Company.........................................2

The Offering........................................2

Risk Factors........................................3

Use of Proceeds....................................10

Selling Stockholders...............................10

Plan of Distribution...............................11

Legal Matters......................................11

Experts............................................12

Available Information..............................12

Incorporation of Certain Documents By Reference....12

</TABLE>



                               November 30, 1999



                                  32,400 SHARES



                                INTERSPEED, INC.



                                  COMMON STOCK




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

                                   PROSPECTUS

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


<PAGE>


                                     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 Prospectus dated September 24, 1999 as filed
                  with the Commission on September 24, 1999 pursuant to Rule
                  424(b) under the Securities Act (the "Prospectus");

         (b)      all other reports filed with the Commission by the Registrant
                  pursuant to Section 13(a) or 15(d) of the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act") since September
                  24, 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.

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,


                                      II-1

<PAGE>

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.

         The restricted securities to be re-offered or re-sold through this
registration statement are exempt pursuant to Rule 701 and Section 4(2) under
the Securities Act. These restricted securities were issued as a non-public
offering of securities, pursuant to exercised of stock options issued to
employees and directors under our 1997 Stock Option Plan, which is a written
compensatory benefit plan adopted by us for the participation of our employees,
officers and directors.

Item 8.  EXHIBITS.

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

Exhibit

   *3.2    Amended and Restated Certificate of Incorporation of Registrant.
   *3.3    Amended and Restated By-laws of Registrant.
    5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
           securities being registered.
  *10.1    Interspeed, Inc. 1997 Stock Option Plan.
   10.2    First Amendment to Interspeed, Inc. 1997 Stock Option 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 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
                           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


                                        II-2
<PAGE>

                           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 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.


                                        II-3

<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 30th day of November, 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
--------------------
    Stephen A. Ide     President and Director (Principal     November 30, 1999
                        Executive Officer)


/s/ Rajeev Agarwal
--------------------
    Rajeev Agarwal     Chief Technology Officer, Senior      November 30, 1999
                        Vice President-Research and
                        Development and Director


/s/ William J. Burke
--------------------
    William J. Burke   Chief Financial Officer, Senior       November 30, 1999
                        Vice President-Finance, and
                        Treasurer (Principal Financial
                        and Accounting Officer)


/s/ Eric R. Giler
--------------------
    Eric R. Giler      Director                              November 30, 1999
</TABLE>


                                       II-4

<PAGE>

<TABLE>
<CAPTION>

      Signature                   Title                         Date
      ---------                   -----                         ----
<S>                           <C>                            <C>
/s/ Robert G. Barrett
---------------------
    Robert G. Barrett         Director                       November 30, 1999


/s/ Paul J. Severino
---------------------
    Paul J. Severino          Director                       November 30, 1999
</TABLE>


                                       II-5

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.       Description
-----------       -----------
<S>               <C>
    *3.2          Amended and Restated Certificate of Incorporation of
                  Interspeed, Inc.
    *3.3          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.
   *10.1          Interspeed, Inc. 1997 Stock Option Plan.
    10.2          First Amendment to Interspeed, Inc. 1997 Stock Option 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
   Registration Statement on Form S-1 (File No. 333-81071), as amended, as filed
   with the Commission.


                                       II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 70359}]
{"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": "333-91809", "film-number": "99766687"}, "business-address": {"street1": "39 HIGH STREET", "city": "NORTH ANDOVER", "state": "MA", "zip": "01845", "phone": "9786886164"}}
As filed with the Securities and Exchange Commission on November 30, 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. 1997 STOCK OPTION 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 (2)   Aggregate Offering Price   Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01
   per share in respect of:

     Re-offer prospectus
       for shares under              32,400 shares             $19.91                        $645,084                  $171.00
    1997 Stock Option Plan
-----------------------------------------------------------------------------------------------------------------------------------
(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. 1997 Stock Option Plan (the "Option Plan") in the event
        of a stock dividend, reverse stock split, split-up, recapitalization,
        forfeiture of stock under the Option Plan or other similar event.
(2)     This calculation is made solely for the purpose of determining the
        registration fee pursuant to Rule 457(h) under the Securities Act of
        1933 and in the case of securities which have previously been issued
        and are offered for resale, the fee is calculated on the basis of 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.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EXPLANATORY NOTE

               Under cover of this Form S-8 is a re-offer prospectus prepared in
accordance with Part I of Form S-3 under the Securities Act of 1933, as amended,
as to 32,400 shares of our common stock acquired by selling stockholders
through participation in our 1997 Stock Option Plan.

                                        i
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.        PLAN INFORMATION.

               Not filed as part of this registration statement pursuant to Note
to Part I of Form S-8.

Item 2.        REGISTRANT INFORMATION AND EMPLOYEE MANUAL ANNUAL INFORMATION.

               Not filed as part of this registration statement pursuant to Note
to Part I of Form S-8.

                                       ii
RE-OFFER PROSPECTUS

                                 32,400 SHARES

                                INTERSPEED, INC.
                                  COMMON STOCK
                               ------------------

         The selling stockholders identified in this re-offer prospectus may
periodically offer and sell the shares of our common stock they acquired upon
the exercise of options granted under our 1997 Stock Option Plan. However,
the sale of shares in reliance upon this re-offer prospectus is subject to
the volume limitations described in Rule 144(e) under the Securities Act of
1933, as amended, which are restrictions on the amount of securities that may
be sold in any three month period.

         We will not receive any of the proceeds from the sale of these
shares. We do not know when the proposed sale of the shares by the selling
stockholders will occur. The sales may occur in ordinary brokerage
transactions, in negotiated transactions or otherwise at prices prevailing at
the time of sale. We have paid the expenses incurred in registering the
shares covered by this re-offer prospectus other than agent's commission and
transfer taxes, if any. See "Use of Proceeds" and "Selling Stockholders" on
page 10 and "Plan Distribution" on page 11.

         The shares issued before the filing of this re-offer prospectus
pursuant to the exercises of options granted under our 1997 Stock Option Plan
remain "restricted securities" under the Securities Act of 1933, as amended,
until they are sold pursuant to this re-offer prospectus. This re-offer
prospectus has been prepared to register those restricted securities under the
Securities Act and allow for future sales by the selling stockholders to the
public without restriction, except for the volume limitations imposed under Rule
144(e). The selling stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act. Any commissions received by a broker or dealer
in connection with resales of the shares may be deemed to be underwriting
commissions or discounts under the Securities Act.

         The Common Stock is listed on the NASDAQ National Market System under
the symbol "ISPD."

SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR CERTAIN FACTORS RELEVANT TO AN
INVESTMENT IN THE COMMON STOCK

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                      ACCURACY OR ADEQUACY OF THIS RE-OFFER
                      PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.
                               ------------------

           The date of this Re-offer prospectus is November 30, 1999

                                        1
THE COMPANY

         Interspeed designs, develops and markets advanced high speed data
communications equipment based on digital subscriber line technology. Our
products enable data communication service providers, such as competitive local
exchange carriers, Internet service providers and owners of multi-tenant units
to utilize the existing copper wire infrastructure to deliver high speed data
access to their customers. We believe we offer the only single platform system
that integrates the principal components required to offer digital subscriber
line service, including signal concentration, routing, switching and network
management. Unlike traditional digital subscriber line products, our products
offer our customers a highly scalable and flexible solution at a lower total
cost of ownership than our competitors' products.

         We were incorporated in Massachusetts in 1996 as a wholly owned
subsidiary of Brooktrout, Inc. and commenced operation in March 1997. We
reincorporated as a Delaware corporation in June 1999.

         Our principal executive offices are located at 39 High Street, North
Andover, Massachusetts 01845. Our telephone number is (978) 688-6164.

                                                       THE OFFERING
Common stock offered:
                  By selling shareholders.....................    32,400 shares of common stock acquired by the selling
                                                                  stockholders as a result of  the exercise of options granted
                                                                  to them under our 1997 Stock Option Plan.  See "Selling
                                                                  Stockholders" and "Plan of Distribution").

Use of proceeds...............................................    We will not receive any of the proceeds when the selling
                                                                  stockholders sell their shares of common stock.

Nasdaq National Market Symbol.................................    ISPD
2
RISK FACTORS

        YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE YOU
DECIDE TO BUY OUR COMMON STOCK. YOU SHOULD ALSO CONSIDER THE OTHER INFORMATION
IN THIS PROSPECTUS. OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS
COULD BE HARMED BY ANY OF THE FOLLOWING RISKS. THE TRADING PRICE OF OUR COMMON
STOCK COULD DECLINE DUE TO ANY OF THE FOLLOWING RISKS, AND YOU MIGHT LOSE ALL OR
PART OF YOUR INVESTMENT.

        THIS RE-OFFER PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THE RESULTS DISCUSSED ON THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT
CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW.

WE HAVE A HISTORY OF LOSSES AND ANTICIPATE FUTURE LOSSES

         We have accumulated losses of approximately $15.8 million since
inception in October 1996 through September 30, 1999 and expect to incur net
losses in the future. Losses were approximately $1.0 million for the period
through September 30, 1997, approximately $4.3 million for the fiscal year ended
September 30, 1998 and approximately $10.5 million for the fiscal year ended
September 30, 1999. We anticipate continuing to incur significant sales and
marketing, research and development and general and administrative expenses and,
as a result, we will need to generate higher revenues to achieve and sustain
profitability. We cannot be certain we will realize sufficient revenues to
achieve profitability.

BECAUSE OF OUR LIMITED OPERATING HISTORY IT IS DIFFICULT FOR US TO PREDICT
FUTURE RESULTS OF OPERATIONS

        We commenced operations in March 1997 and our first product became
generally available in February 1999. Due to our limited operating history, it
is difficult for us to predict future results of operations. You should consider
our business and prospects in light of the risks typically encountered by
companies in their early stages of development, particularly those in rapidly
evolving markets such as the data communications equipment market. We cannot be
certain that we will successfully address these risks.

OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE SIGNIFICANTLY AND CAUSE OUR STOCK
PRICE TO BE VOLATILE WHICH COULD CAUSE THE VALUE OF YOUR INVESTMENT IN OUR
COMPANY TO DECLINE

        Our quarterly or annual operating results are likely to fluctuate
significantly in the future due to a variety of factors, many of which are
outside of our control. If our operating results do not meet the expectations of
securities analysts, the trading price of our common stock could significantly
decline which may cause the value of your investment in our company to decline.
In addition, the value of your investment could be impacted by investor
perception of the Internet and emerging data communications sectors generally,
independent of the operating performance of our company or other similar
companies. Some of the factors that could affect our quarterly or annual
operating results or impact the market price of our common stock include:

         -        our ability to develop, manufacture, market and support our
                  products and product enhancements;

         -        the timing and amount of, or cancellation or rescheduling of,
                  orders for our products, particularly large orders from key
                  customers;

         -        our ability to retain key management, sales and marketing and
                  engineering personnel;

         -        announcements, new product introductions and price reductions
                  in products offered by our competitors;

         -        our ability to obtain sufficient supplies of sole or limited
                  source components for our products;

         -        a decrease in the average selling prices of our products;

         -        changes in costs of components which we include in our
                  products;

                                        3
-        the mix of products that we sell and the mix of distribution
                  channels through which they are sold;

Due to these and other factors, quarterly or annual revenues, expenses and
results of operations could vary significantly in the future, and
period-to-period comparisons should not be relied upon as indications of future
performance.

THE LOSS OF ANY SIGNIFICANT CUSTOMER COULD CAUSE OUR REVENUE TO DECLINE

           The loss of any of our significant customers could cause our revenue
to decline and thus have a material adverse effect on our business, financial
condition and results of operations. Our products became generally available in
February 1999 and to date we have only sold products to a limited number of
customers. Unless and until we diversify and expand our customer base, our
future success will significantly depend upon a limited number of customers.

FAILURE TO ADEQUATELY DEVELOP OUR SALES CHANNELS COULD CAUSE OUR REVENUE TO
DECLINE

           We sell our products directly through our sales force and indirectly
through original equipment manufacturers, value added resellers and system
integrators. Our failure to adequately develop these sales channels may cause
our revenue to decline and thus have a material adverse effect on our business,
financial condition and results of operations. We are currently in the early
stages of developing these sales channels and expect to expend significant
resources in this area. As of November 26, 1999, we had a total of 17 employees
responsible for direct sales, marketing and sales engineering in the United
States and international markets. In addition, we have only recently entered
into our first reseller agreements. To the extent we are able to enter into
agreements with additional original equipment manufacturers, value added
resellers or systems integrators, the amount and timing of resources which they
devote to the sale of our products may not be within our control, and they may
not perform their obligations as expected.

IF WE ARE UNABLE TO DEVELOP AND OPERATE AN EFFECTIVE CUSTOMER SUPPORT
ORGANIZATION, SALES OF OUR PRODUCTS MAY BE REDUCED

           Purchasers of data communications equipment assign significant weight
in their purchasing decisions to a vendor's capabilities and reputation in
supporting its products. We will be required to expend significant resources and
management attention on developing and operating a customer support
organization. If our level of customer support does not satisfy customer
expectations, our reputation and future sales could be adversely affected.
Accordingly, we have emphasized customer support in our business strategy and
marketing. Because our products were recently introduced for sale, we have
limited experience in operating a customer support program.

IF OUR TARGET CUSTOMERS DO NOT ACCEPT DSL TECHNOLOGY, WE MAY BE UNABLE TO
SUSTAIN OR GROW OUR BUSINESS

           Our future success is substantially dependent upon whether digital
subscriber line, or DSL, technology gains widespread market acceptance by data
communications service providers and the small to medium sized business users to
whom they market their services. In the event that our customers or potential
customers adopt technologies other than DSL, we may be unable to sustain or grow
our business. Our business strategy and current products are focused on DSL
technology. Various alternative technologies, including T-1, cable and broadband
wireless, are currently available to deliver high speed data communications, and
each of the alternatives has comparative advantages and disadvantages. Data
communications service providers continually evaluate alternative high speed
data access technologies and may at any time adopt technologies other than DSL.

IF OUR PRODUCTS ARE NOT ACCEPTED BY THE MARKET, OUR REVENUES MAY DECLINE

           We have recently introduced our products to the market. Market
acceptance of our products is critical to our future success. Factors that may
affect the market acceptance of our products include:

         -        market acceptance of DSL technology;

         -        the features, performance, price and total cost of ownership
                  of our products;

         -        the availability of competing products and technologies;

                                       4
-        the success and development of our direct sales force and
                  distribution channels;

         -        the quality of our customer service and support of our
                  products; and

         -        the breadth and depth of our product offerings.

Failure of our existing or future products to achieve and maintain meaningful
levels of market acceptance would materially adversely affect our business,
financial condition and results of operations.

BECAUSE WE CURRENTLY DEPEND ON A SINGLE FAMILY OF PRODUCTS, ANY DECLINE IN
DEMAND FOR THOSE PRODUCTS MAY HARM OUR OPERATING RESULTS

           We expect to derive substantially all of our revenues from our DSL
access routers, or DSLAR, product family and related modules for the foreseeable
future. The market may not continue to demand our current products, and we may
not be successful in marketing any new or enhanced products. Any reduction in
the demand for our current products or our failure to successfully develop or
market and introduce new or enhanced products could materially adversely affect
our business, financial condition and results of operations.

UNLESS WE ARE ABLE TO KEEP PACE WITH THE EVOLUTION OF THE DATA COMMUNICATIONS
EQUIPMENT MARKET WE WILL NOT BE ABLE TO GROW OR SUSTAIN OUR BUSINESS

         The data communications equipment market is characterized by:

         -        rapid technological advances;

         -        evolving industry standards;

         -        changes in end-user requirements;

         -        frequent new product introductions; and

         -        evolving offerings by data communications service providers.

We believe our future success will depend, in part, on our ability to anticipate
or adapt to such changes and to offer, on a timely basis, products that meet
customer demands. We intend to continue to invest significantly in product and
technology development. The development of new or enhanced products is a complex
and uncertain process requiring the anticipation of technological and market
trends. We may experience design, manufacturing, marketing and other
difficulties that could delay or prevent our development, introduction or
marketing of new products and enhancements and result in unexpected expenses.
The introduction of new or enhanced products also requires that we manage the
transition from older products in order to minimize disruption in customer
ordering patterns and ensure that adequate supplies of new products can be
delivered to meet anticipated customer demand. Our inability to develop on a
timely basis new products or enhancements to existing products, or the failure
of such new products or enhancements to achieve market acceptance, could
materially adversely affect our business, financial condition and results of
operations.

IF WE LOSE KEY PERSONNEL, WE MAY BE UNABLE TO SUCCESSFULLY OPERATE OUR BUSINESS

         Our success depends to a significant degree upon the continued
contributions of our principal management, engineering and sales personnel, many
of whom perform important management functions and would be difficult to
replace. Specifically, we believe that our future success is highly dependent on
our President, Stephen A. Ide; our Chief Technology Officer and Senior Vice
President-Research and Development, Rajeev Agarwal; our Chief Financial Officer
and Senior Vice President-Finance, William J. Burke; and our Vice
President-Sales and Marketing, Christopher P. Whalen. We do not have employment
contracts with our key personnel. The loss of the services of any key personnel
could materially adversely affect our business, financial condition and results
of operations.

                                       5
IF WE ARE UNABLE TO ATTRACT AND RETAIN ADDITIONAL QUALIFIED PERSONNEL, WE MAY BE
UNABLE TO SATISFY CUSTOMER DEMANDS WHICH MAY CAUSE OUR REVENUES TO DECLINE

           Our business strategy will require us to attract and retain
additional engineering, sales, customer support and administrative personnel. We
have at times experienced, and continue to experience, difficulty in recruiting
qualified personnel. Recruiting qualified personnel is an intensely competitive
and time consuming process. We may not be able to attract and retain the
necessary personnel to accomplish our business objectives, and we may experience
constraints that will adversely affect our ability to satisfy customer demand in
a timely fashion or to support our customers and operations. In addition,
companies in the data communications industry whose employees accept positions
with competitors frequently claim that such competitors have engaged in unfair
hiring practices. We could incur substantial costs in defending ourselves
against any such litigation, regardless of the merits or outcome of such
litigation.

FAILURE TO MANAGE OUR GROWTH EFFECTIVELY MAY PREVENT US FROM MAXIMIZING OUR
EARNINGS

           We have expanded and plan to continue to expand our operations,
including our sales and marketing activities, our accounting, billing and human
resource departments and the establishment of additional sales offices. This
expansion may place significant strains on our ability to manage our growth,
including our ability to monitor operations, bill customers, control costs and
maintain effective quality controls. Since we commenced operations, we have
relied upon Brooktrout, our parent company, to provide us with administrative
and support services, including accounting, human resources and computer
systems. While we have entered into the transition services agreement with
Brooktrout to continue to provide these services during a transition period
ending December 31, 1999, at the end of this period we will need to have
implemented systems that provide the functions and services currently provided
by Brooktrout. If we fail to manage our growth effectively, it could have a
material adverse effect on our business, financial condition and results of
operations.

INTENSE COMPETITION IN THE MARKET FOR HIGH SPEED DATA ACCESS EQUIPMENT COULD
PREVENT US FROM ACHIEVING OR SUSTAINING PROFITABILITY

            The market for data communications equipment is highly competitive,
particularly in the emerging DSL equipment market. If we are unable to compete
effectively in the market for high speed data access equipment, our results of
operations could be materially adversely affected. We compete directly with
Ascend Communications, Inc., which was recently acquired by Lucent Technologies
Inc.; Copper Mountain Networks, Inc.; Diamond Lane, which was recently acquired
by Nokia, Inc.; Paradyne Networks, Inc.; and Tut Systems, Inc. Many of our
current and potential competitors have significantly greater selling and
marketing, technical, manufacturing, financial, and other resources. Moreover,
our competitors may foresee the course of market developments more accurately
than we do and could in the future develop new technologies that compete with
our products. The strength and capabilities of our competitors may be increased
as a result of the trend toward consolidation in the data communications market.
Capitalizing on and maintaining our technological advantage will require a
continued high level of investment in research and development, marketing and
customer service and support. Due to the rapidly evolving markets in which we
compete, additional competitors with significant market presence and financial
resources may enter those markets, thereby further intensifying competition. We
may not have sufficient resources to continue to make the investments or achieve
the technological advances necessary to compete successfully with existing
competitors or new competitors.

IF WE ARE UNABLE TO DEVELOP INTERNATIONAL MARKETS FOR OUR PRODUCTS, WE MAY BE
UNABLE TO GROW AS PLANNED

           Our strategy emphasizes the development of international markets for
our products. We may be unsuccessful in marketing, selling and distributing our
products in foreign markets. Conducting business outside of the United States is
subject to risks, including:

         -        longer accounts receivable collection cycles;

         -        possible foreign currency exchange and conversion issues;

         -        difficulties in managing operations across disparate
                  geographic areas;

         -        difficulties associated with enforcing agreements and
                  collecting receivables through foreign legal systems;

         -        changes in a specific country's or region's political or
                  economic conditions;

                                       6
-        trade protection measures;

         -        import or export licensing requirements;

         -        potential adverse tax consequences;

         -        unexpected changes in regulatory requirements; and

         -        reduced or limited protection of our intellectual property
                  rights in some countries.

We cannot be certain that one or more of such factors will not have a material
adverse effect on our future international operations, and consequently, our
business, financial condition and results of operations.

OUR DEPENDENCE ON SOLE AND SINGLE SOURCE SUPPLIERS AND INDEPENDENT MANUFACTURERS
EXPOSES US TO SUPPLY INTERRUPTIONS THAT COULD RESULT IN PRODUCT DELIVERY DELAYS

           Although we generally use standard parts and components for our
products, some key components are purchased from sole or single source vendors
for which alternative sources are not currently available. Our inability to
obtain sufficient quantities of these components may result in future delays or
reductions in product shipments which could materially adversely affect our
business, financial condition and results of operations. We currently purchase
proprietary components from Conexant and Motorola for which there are no direct
substitutes. These components could be replaced with alternatives from other
suppliers, but that would involve redesign of our products. Such redesign would
involve considerable time and expense. We currently enter into purchase orders
with our suppliers for materials based on forecasts, but have no guaranteed
supply arrangements with these suppliers. In addition, we currently use a small
number of independent manufacturers to manufacture printed circuit boards,
chassis and subassemblies to our design. Our reliance on independent
manufacturers involves a number of risks, including the potential for inadequate
capacity, unavailability of, or interruptions in access to, process
technologies, and reduced control over delivery schedules, manufacturing yields
and costs. If our manufacturers are unable or unwilling to continue
manufacturing our components in required volumes, we will have to transfer
manufacturing to acceptable alternative manufacturers whom we have identified,
which could result in significant interruption of supply. Moreover, the
manufacture of these components is extremely complex, and our reliance on the
suppliers of these components exposes us to potential production difficulties
and quality variations, which could negatively impact cost and timely delivery
of our products. We currently enter into purchase orders with independent
manufacturers of materials based on forecasts, but have no guaranteed
arrangements with these manufacturers. Any significant interruption in the
supply, or degradation in the quality, of any component would have a material
adverse effect on our business, financial condition and results of operations.

OUR LIMITED ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY MAY PREVENT US FROM
RETAINING OUR COMPETITIVE ADVANTAGE

            Our success and our ability to compete are dependent, in part, upon
our proprietary technology. Taken as a whole, we believe our intellectual
property rights are significant and any failure to adequately protect our
proprietary rights could result in our competitors offering similar products,
potentially resulting in loss of a competitive advantage and decreased revenues.
In addition, the laws of many foreign countries do not protect our intellectual
property to the same extent as the laws of the United States. Also, it may be
possible for unauthorized third parties to copy or reverse engineer aspects of
our products, develop similar technology independently or otherwise obtain and
use information that we regard as proprietary. Furthermore, policing the
unauthorized use of our products is difficult. Litigation may be necessary in
the future to enforce our intellectual property rights, to protect our trade
secrets or patents that we may obtain, or to determine the validity and scope of
the proprietary rights of others. Such litigation could result in substantial
costs and diversion of resources and could have a material adverse effect on our
future operating results.

INTELLECTUAL PROPERTY CLAIMS AGAINST US CAN BE COSTLY AND RESTRICT OUR BUSINESS

            The data communications industry is characterized by the existence
of a large number of patents and frequent litigation based on allegations of
patent infringement. As the number of entrants in our market increases and the
functionality of our products is enhanced and overlaps with the products of
other companies, we may become subject to claims of infringement or
misappropriation of the intellectual property rights of others. Any claims
asserting that our products infringe or may infringe proprietary rights of third
parties, if determined adversely to us, could have a material adverse effect on
our business, financial condition or results of operations. Any claims, with or
without merit, could be time-consuming, result in

                                       7
costly litigation, divert the efforts of our technical and management personnel,
cause product shipment delays or require us to enter into royalty or licensing
agreements, any of which could have a material adverse effect upon our operating
results. Legal action claiming patent infringement may be commenced against us.
We cannot assure you that we would prevail in such litigation given the complex
technical issues and inherent uncertainties in patent litigation. In the event a
claim against us was successful, and we could not obtain a license to the
relevant technology on acceptable terms or license a substitute technology or
redesign to avoid infringement, this could have a material adverse effect on our
business, financial condition and results of operations.

CHANGES TO REGULATIONS AFFECTING THE TELECOMMUNICATIONS INDUSTRY COULD REDUCE
DEMAND FOR OUR PRODUCTS

           Any changes to legal requirements relating to the telecommunications
industry, including the adoption of new regulations by federal or state
regulatory authorities under current laws or any legal challenges to existing
laws or regulations relating to the telecommunications industry, could have a
material adverse effect upon the market for our products. Moreover, our
distributors or customers may require, or we may otherwise deem it necessary or
advisable, that we modify our products to address actual or anticipated changes
in the regulatory environment. Our inability to modify our products or address
any regulatory changes could have a material adverse effect on our business,
financial condition or results of operations.

YEAR 2000 PROBLEMS COULD DISRUPT OUR BUSINESS

           During the next year, many software programs may not recognize
calendar dates beginning in the Year 2000. This problem could cause computers or
machines that utilize date dependent software to either shut down or provide
incorrect information. If we, or any of our key suppliers, customers or service
providers, fail to mitigate internal and external Year 2000 risks, we may
temporarily be unable to provide products or engage in other business
activities, including billing, which could have a material adverse effect on our
business.

CONTROL BY BROOKTROUT MAY LIMIT YOUR ABILITY TO INFLUENCE THE OUTCOME OF MATTERS
REQUIRING STOCKHOLDER APPROVAL

           Brooktrout, Inc. presently owns approximately 57% of the outstanding
shares of common stock. Accordingly, Brooktrout will be able to control or
significantly influence matters requiring approval by our stockholders,
including the election of directors and the approval of mergers or other
business combination transactions. This concentration of ownership could have
the effect of delaying or preventing a change in our control or otherwise
discouraging a potential acquiror from attempting to obtain control of us, which
in turn could have a material adverse effect on the market price of our common
stock or prevent our stockholders from realizing a premium over the market
prices for their shares of common stock.

SUBSTANTIAL FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD CAUSE
OUR STOCK PRICE TO FALL

           The market price of our common stock could drop as a result of future
sales of a large number of our shares of common stock in the market after this
offering.

           As a result of this re-offer prospectus, approximately 32,400 of
the shares of our outstanding common stock will no longer qualify as
"restricted securities" under Rule 144 of the Securities Act and, under the
Securities Act, these shares may be freely offered and sold. However,
stockholders who sell shares of our common stock under this re-offer
prospectus must comply with the volume of sale limitations imposed under Rule
144(e) of the Securities Act.

         Upon effectiveness of this re-offer prospectus, 6,748,860 of the
shares of our outstanding common stock continue to be restricted securities.
The holders of 6,476,666 these shares are also parties to lock-up agreements
which are further discussed in the registration statement for our initial
public offering and under which the holders of these shares have agreed not
to sell or otherwise dispose of any of their shares during the 180-day
lock-up period. This 180-day lock-up period expires on March 23, 2000. The
holder of 6,075,000 of these restricted shares has registration rights with
respect to those restricted shares.

           Therefore, through this re-offer prospectus, as a result of
registration rights and under Rule 144, large amounts of the shares of our
common stock may become freely tradable and affect the market for our stock.

                                       8
PROVISIONS IN OUR CHARTER AND BYLAWS MAY DISCOURAGE TAKEOVER ATTEMPTS AND THUS
DEPRESS THE MARKET PRICE OF OUR COMMON STOCK

           Provisions in our amended and restated Certificate of Incorporation
may have the effect of delaying or preventing a change of control or changes in
our management. These provisions include:

         -        the right of the Board of Directors, without stockholder
                  approval, to issue shares of preferred stock and to establish
                  the voting rights, preferences, and other terms thereof;

         -        the right of the Board of Directors to elect a director to
                  fill a vacancy created by the expansion of the Board of
                  Directors;

         -        the ability of the Board of Directors to alter our bylaws
                  without prior stockholder approval;

         -        the election of three classes of directors to each serve three
                  year staggered terms;

         -        the elimination of stockholder voting by consent;

         -        the removal of directors only for cause;

         -        the vesting of exclusive authority in the Board of Directors
                  (except as otherwise required by law) to call special meetings
                  of stockholders; and

         -        certain advance notice requirements for stockholder proposals
                  and nominations for election to the Board of Directors.

These provisions discourage potential takeover attempts and could adversely
affect the market price of our common stock.

WE DO NOT INTEND TO PAY DIVIDENDS

           To date, we have never declared or paid any cash dividends on shares
of our common stock. We currently intend to retain our earnings for future
growth and development of our business and, therefore, do not anticipate
declaring or paying any dividends in the foreseeable future.

                                       9
USE OF PROCEEDS

           The selling stockholders will receive the net proceeds from the sale
of the shares offered hereby. We will not receive any of the proceeds from the
sale of the shares offered hereby.

                              SELLING STOCKHOLDERS

           The shares of our common stock to which this re-offer prospectus
relates are being registered for re-offers and resales by selling
stockholders who have acquired the relevant shares pursuant to the exercise
of options granted under our 1997 Stock Option Plan. The selling stockholders
named below may resell all, a portion or none of the relevant shares at any
time. However, a stockholder who sells shares pursuant to this re-offer
prospectus must comply with Rule 144(e) under the Securities Act, which
limits the number of shares that may be sold by any stockholder during any
three month period.

           The table below sets forth, with respect to each selling stockholder
and based upon the information available to us as of November 26, 1999, the
selling stockholders' relationship, if any, with us within the past three years
and the number of shares owned by each selling stockholder which may be sold
pursuant to this re-offer prospectus. In addition to the shares of our common
stock which are made available for resale pursuant to this re-offer prospectus,
various selling stockholders hold options to purchase additional common stock
from us. We cannot assure you that any of the selling stockholders will sell any
or all of the shares of common stock to which this re-offer prospectus relates.
In the event that any selling stockholder sells all of the shares set forth
below without exercising more options for shares of our common stock or
otherwise acquiring shares of our common stock, that selling stockholder will no
longer hold shares of our common stock.

           The address of each Selling Stockholder is Interspeed, Inc., 39 High
Street, North Andover, MA 01845.
Selling Stockholders        Relationship with              Number of shares of Interspeed
                              Interspeed, Inc.                 Common Stock beneficially
                                                            owned that may be sold hereunder
                                                                           (1)
-------------------------  -------------------------       ---------------------------------
Jeffrey Cook               Software Engineer                                3,000
Glenn R. Cozzens           Director, Manufacturing                          2,000
Radu Craioveanu            Director, Systems Architecture                   5,000
Andrew Grimes              Principal Hardware Engineer                      3,000
James M. Murphy            Senior Software Engineer                         1,000
Bruce C. Nutbrown          Director, Hardware Engineering                   5,000
Lawrence W. Peck           Senior Software Engineer                         4,000
10
Erik Sette                  Senior Software Engineer                        2,400
Thomas F. Soldau            Senior Hardware Engineer                        4,000
Jason Vietry                Senior Hardware Engineer                        1,500
Margaret Zielinski          Principal Software Engineer                     1,500
(1) This number reflects only the number of shares of common stock
owned by each selling stockholder which is available for resale hereunder. It
does not reflect options granted to, and held by, selling stockholders which may
be exercised to acquire additional shares of our common stock.

                              PLAN OF DISTRIBUTION

             The shares offered hereby may be sold by the selling stockholders
from time to time, on the NASDAQ National Market System on terms to be
determined by the selling stockholders at the time of such sales. The selling
stockholders may also make private sales directly or through a broker or
brokers. Alternatively, the selling stockholders may from time to time offer
shares to or through underwriters, dealers or agents, who may receive
consideration in the form of discounts and commissions; such compensation, which
may be in excess of ordinary brokerage commissions, may be paid by the selling
stockholders and/or the purchasers of the shares offered hereby for whom such
underwriters, dealers or agents may act. The selling stockholders and any
dealers or agents that participate in the distribution of the shares offered
hereby may be deemed to be "underwriters" as defined in the Securities Act, and
any profit on the sale of such shares offered hereby by them and any discounts,
commissions or concessions received by any such dealers or agents might be
deemed to be underwriting discounts and commissions under the Securities Act.
The aggregate proceeds to the selling stockholders from sales of the shares
offered by the selling stockholders hereby will be the purchase price of such
common stock less any broker's commissions.

             Under applicable rules and regulations under the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") any person engaged in the
distribution of the common stock offered hereby may not simultaneously engage in
market making activities with respect to the common stock for a period of one
business day prior to the commencement of such distribution. Without limiting
the foregoing, the selling stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, which may limit
the timing of purchases and sales of our common stock by the selling
stockholders.

             In addition to the shares sold hereunder, a selling stockholder
may, at the same time, sell any shares of common stock, including the shares to
be offered through this re-offer prospectus, owned by him or her in compliance
with all of the requirements of Rule 144 under the Securities Act, regardless of
whether such shares are covered by this re-offer prospectus.

             There is no assurance that any of the selling stockholders will
sell any or all of the common stock offered hereby.

             We will pay all expenses in connection with this offering other
than commissions and discounts of underwriters, dealers or agents. All selling
and other expenses incurred by individual selling stockholders will be borne by
such selling stockholders.

                                  LEGAL MATTERS

             The validity of the securities offered hereby will be passed upon
for us by Goodwin, Procter & Hoar LLP.

                                       11
EXPERTS

             The financial statements incorporated in this prospectus by
reference from the Company's Registration Statement No. 333-81071 on Form S-1
filed August 23, 1999 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by
reference, and have been so included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

                              AVAILABLE INFORMATION

             We have filed a registration statement on Form S-8 with the SEC for
the stock the selling stockholders are offering by this re-offer prospectus.
This re-offer prospectus does not include all of the information contained in
the registration statement. You should refer to the registration statement and
its exhibits for additional information.

             We are subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission. Such reports, proxy
statements and other information can be inspected and copied at the locations
described below. Copies of such materials can be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. In addition, we are required to
file electronic versions of these documents with the Commission through the
Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
The Commission maintains a World Wide Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference facilities.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

             We hereby incorporate by reference the documents listed in (a)
through (c) below, which have previously been filed with the Commission.

         (a)      our Prospectus dated September 24, 1999 as filed with the
                  Commission on September 24, 1999 pursuant to Rule 424(b) under
                  the Securities Act (the "Prospectus");

         (b)      all other reports filed with the Commission by us pursuant to
                  Section 13(a) or 15(d) of the Exchange Act since September 24,
                  1999; and

         (c)      the description of our 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 us 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.

             We will provide, without charge, to each person, including a
beneficial owner, to whom a copy of the re-offer prospectus is delivered, at the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits thereto, unless such
exhibits are specifically incorporated by reference into such documents).
Written requests for such copies should be directed to William J. Burke, Chief
Financial Officer of the Company, 39 High Street, North Andover, Massachusetts,
01845, (978) 688-6164.

                                       12
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS RE-OFFER
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY INTERSPEED, ANY SELLING STOCKHOLDER OR
ANY OTHER PERSON. THIS RE-OFFER PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SHARES OFFERED HEREBY TO ANY
PERSON OR ANYONE IN ANY JURISDICTION IN WHICH IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS RE-OFFER PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.

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

                   TABLE OF CONTENTS
The Company.........................................2

The Offering........................................2

Risk Factors........................................3

Use of Proceeds....................................10

Selling Stockholders...............................10

Plan of Distribution...............................11

Legal Matters......................................11

Experts............................................12

Available Information..............................12

Incorporation of Certain Documents By Reference....12
November 30, 1999

                                  32,400 SHARES

                                INTERSPEED, INC.

                                  COMMON STOCK

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

                                   PROSPECTUS

                                  ------------
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 Prospectus dated September 24, 1999 as filed
                  with the Commission on September 24, 1999 pursuant to Rule
                  424(b) under the Securities Act (the "Prospectus");

         (b)      all other reports filed with the Commission by the Registrant
                  pursuant to Section 13(a) or 15(d) of the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act") since September
                  24, 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.

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,

                                      II-1
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.

         The restricted securities to be re-offered or re-sold through this
registration statement are exempt pursuant to Rule 701 and Section 4(2) under
the Securities Act. These restricted securities were issued as a non-public
offering of securities, pursuant to exercised of stock options issued to
employees and directors under our 1997 Stock Option Plan, which is a written
compensatory benefit plan adopted by us for the participation of our employees,
officers and directors.

Item 8.  EXHIBITS.

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

Exhibit

   *3.2    Amended and Restated Certificate of Incorporation of Registrant.
   *3.3    Amended and Restated By-laws of Registrant.
    5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
           securities being registered.
  *10.1    Interspeed, Inc. 1997 Stock Option Plan.
   10.2    First Amendment to Interspeed, Inc. 1997 Stock Option 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 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
                           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

                                        II-2
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 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.

                                        II-3
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 30th day of November, 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
--------------------
    Stephen A. Ide     President and Director (Principal     November 30, 1999
                        Executive Officer)

/s/ Rajeev Agarwal
--------------------
    Rajeev Agarwal     Chief Technology Officer, Senior      November 30, 1999
                        Vice President-Research and
                        Development and Director

/s/ William J. Burke
--------------------
    William J. Burke   Chief Financial Officer, Senior       November 30, 1999
                        Vice President-Finance, and
                        Treasurer (Principal Financial
                        and Accounting Officer)

/s/ Eric R. Giler
--------------------
    Eric R. Giler      Director                              November 30, 1999
II-4
Signature                   Title                         Date
      ---------                   -----                         ----
/s/ Robert G. Barrett
---------------------
    Robert G. Barrett         Director                       November 30, 1999

/s/ Paul J. Severino
---------------------
    Paul J. Severino          Director                       November 30, 1999
II-5
EXHIBIT INDEX
Exhibit No.       Description
-----------       -----------
*3.2          Amended and Restated Certificate of Incorporation of
                  Interspeed, Inc.
    *3.3          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.
   *10.1          Interspeed, Inc. 1997 Stock Option Plan.
    10.2          First Amendment to Interspeed, Inc. 1997 Stock Option 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
   Registration Statement on Form S-1 (File No. 333-81071), as amended, as filed
   with the Commission.

                                       II-6