As filed with the Securities and Exchange Commission on March 30, 2001

CONFIDENTIAL PURSUANT TO RULE 14a-6(e)(2), FOR THE USE OF THE COMMISSION ONLY

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:
|_| Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
|_| Confidential, for the use of the Commission only
(as permitted by Rule 14a-6(e)(2))

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

eLEC COMMUNICATIONS CORP.
(Name of Registrant as Specified in Its Charter)
(Name of Person Filing Proxy Statement)

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

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|X| No fee required
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or the Form or Schedule and the date of its filing.
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eLEC COMMUNICATIONS CORP.
543 Main Street
New Rochelle, New York 10801

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 30, 2001

To the Shareholders of eLEC Communications Corp.:

Notice is hereby given that the Annual Meeting of Shareholders of eLEC
Communications Corp., a New York corporation (the "Company"), will be held at
the offices of the Company's headquarters at 543 Main Street, New Rochelle, New
York 10801 on Wednesday, May 23, 2001 at 10:00 A.M., local time, for the
following purposes:

1. To elect four (4) directors to the Board of Directors for the ensuing
year;

2. To approve and adopt the Company's 2001 Non-Employee Director Stock
Option Plan; and

3. To consider and act upon such other business as may properly come
before the meeting.

Only shareholders of record at the close of business on Friday, March 23,
2001 will be entitled to vote at the Annual Meeting.

Whether or not you expect to attend the Annual Meeting, please mark, sign
and promptly return the enclosed proxy in the postpaid envelope provided. If you
receive more than one proxy because your shares are registered in different
names or addresses, each such proxy should be signed and returned so that all
your shares will be represented at the meeting.

Sincerely,

/s/ JOEL DUPRE

JOEL DUPRE
Chairman of the Board

eLEC COMMUNICATIONS CORP.
543 Main Street
New Rochelle, New York 10801

PROXY STATEMENT

This Proxy Statement is furnished to shareholders of eLEC Communications
Corp., a New York corporation (the "Company"), in connection with the
solicitation, by order of the Board of Directors of the Company, of proxies to
be voted at the Annual Meeting of Shareholders to be held on Wednesday, May 23,
2001, at 10:00 A.M., New York City time, at the offices of the Company's
headquarters at 543 Main Street, New Rochelle, New York 10801, and at any
adjournment or adjournments thereof (the "Annual Meeting"). The accompanying
proxy is being solicited on behalf of the Board of Directors of the Company.
This Proxy Statement and the enclosed proxy card were first mailed to
shareholders of the Company on or about Friday, March 30, 2001, accompanied by
the Company's Annual Report on Form 10-K for the fiscal year ended November 30,
2000, and the Company incorporates the contents of such report herein by
reference thereto.

At the Annual Meeting, the following matters will be considered and voted
upon:

1. Election of four (4) directors to the Board of Directors for the
ensuing year;

2. Approval and adoption of the Company's 2001 Non-Employee Director
Stock Option Plan; and

3. Such other business as may properly come before the meeting.

Voting and Revocation of Proxies; Adjournment

All of the voting securities of the Company represented by valid proxies,
unless the shareholder otherwise specifies therein or unless revoked, will be
voted FOR the election of the persons nominated as directors, FOR the other
proposal set forth herein, and at the discretion of the proxy holders on any
other matters that may properly come before the Annual Meeting. The Board of
Directors does not know of any matters to be considered at the Annual Meeting
other than the election of directors and the other proposal set forth above.

If a shareholder has appropriately specified how a proxy is to be voted, it
will be voted accordingly. Any shareholder has the power to revoke such
shareholder's proxy at any time before it is voted. A proxy may be revoked by
delivery of a written statement to the Secretary of the Company stating that the
proxy is revoked, by a subsequent proxy executed by the person executing the
prior proxy and presented to the Annual Meeting, or by voting in person at the
Annual Meeting.

A plurality of the votes cast at the Annual Meeting by the shareholders
entitled to vote in the election is required to elect the director nominees, the
approval of the holders of a majority of the total votes cast by the
shareholders entitled to vote at the Annual Meeting is required to approve the
proposed 2001 Non-Employee Director Stock Option Plan and a majority of the
votes cast by the shareholders entitled to vote at the meeting is required to
take any other action. In the event that sufficient votes in favor of any of the
matters to come before the meeting are not received by the date of the Annual
Meeting, the persons named as proxies may propose one or more adjournments of
the Annual Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the shares of Common Stock present in person or by proxy at the Annual Meeting.
The persons named as proxies will vote in favor of any such proposed adjournment
or adjournments.

Solicitation

The solicitation of proxies pursuant to this Proxy Statement will be
primarily by mail. In addition, certain directors, officers or other employees
of the Company may solicit proxies by telephone, telegraph, mail or personal
interviews, and arrangements may be made with banks, brokerage firms and others
to forward solicitation material to the beneficial owners of shares held by them
of record. No additional compensation will be paid to directors, officers or
other employees of the Company for such services. The total cost of any such
solicitation will be borne by the Company and will include reimbursement of
brokerage firms and other nominees.

Quorum and Voting Rights

The Board of Directors of the Company has fixed Friday, March 23, 2001 as
the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting. Holders of record of
shares of Common Stock at the close of business on the Record Date will be
entitled to one vote for each share held. The presence, in person or by proxy,
of the holders of a majority of the outstanding voting securities entitled to
vote at the Annual Meeting is necessary to constitute a quorum at the Annual
Meeting.

Common Stock Owned by Directors, Officers and Other Beneficial Owners

The following table sets forth, as of March 15, 2001, the names, addresses
and number of shares of Common Stock beneficially owned by all persons known to
the management of the Company to be beneficial owners of more than 5% of the
outstanding shares of Common Stock, and the names and number of shares
beneficially owned by all directors of the Company and all executive officers
and directors of the Company as a group (except as indicated, each beneficial
owner listed exercises sole voting power and sole dispositive power over the
shares beneficially owned):

Shares Beneficially Percent of Outstanding
Name and Address Owned Common Stock
- ---------------- ------------------- ----------------------

Joel Dupre........................................................... 1,034,668(1) 6.9%
c/o eLEC Communications Corp.
509 Westport Avenue
Norwalk, Connecticut 06851

Geils Ventures LLC.................................................. 890,350 6.0
54 Danbery Road, Suite 38
Ridgefield, Connecticut 06877

Paul H. Riss......................................................... 309,500(2) 2.1

Eric M. Hellige...................................................... 75,500(3) *

Shares Beneficially Percent of Outstanding
Name and Address Owned Common Stock
- ---------------- ------------------- ----------------------

Jonathan M. Berg ................................................... 31,000(4) *

All directors and executive officers of the
Company as a group (four individuals).............................. 450,668 9.7

- ------------------
* Less than 1%.

(1) Includes 240,000 shares of Common Stock subject to options that are
presently exercisable.

(2) Includes 290,000 shares of Common Stock subject to options that are
presently exercisable.

(3) Includes 42,500 shares of Common Stock subject to options and warrants that
are presently exercisable. Does not include 60,000 shares of Common Stock
subject to options that are presently exercisable held by Pryor Cashman
Sherman & Flynn LLP, of which Mr. Hellige is a member, as to which shares
Mr. Hellige disclaims beneficial ownership.

(4) Includes 20,000 shares of Common Stock subject to options that are
presently exercisable.

ELECTION OF DIRECTORS
(Proxy Item 1)

The Amended and Restated Bylaws of the Company provide that the number of
directors of the Company shall be at least three, except that where all the
shares are owned beneficially and of record by fewer than three shareholders,
the number of directors may be less than three but not less than the number of
shareholders. Subject to the foregoing limitation, such number may be fixed from
time to time by action of the Board of Directors or of the shareholders, or, if
the number of directors is not so fixed, the number shall be five. In April
1998, the Board of Directors fixed the number of directors at six. With the
resignation of one director of the Company in August 2000 and the replacement of
such director in August 2000, there are two vacancies on the Board of Directors.
The Board continues to search for qualified individuals to fill the existing
vacancies on the Board. In accordance with the By-Laws of the Company, the
remaining vacancies will be filled by the affirmative vote of a majority of the
remaining directors who shall serve until their respective successors are duly
elected at next year's annual meeting. The term of office of the directors is
one year, expiring on the date of the next annual meeting, or when their
respective successors shall have been elected and shall qualify, or upon their
prior death, resignation or removal.

Except where the authority to do so has been withheld, it is intended
that the persons named in the enclosed proxy will vote for the election of the
nominees to the Board of Directors listed below to serve until the date of the
next annual meeting and until their successors are duly elected and qualified.
Although the directors of the Company have no reason to believe that the
nominees will be unable or decline to serve, in the event that such a
contingency should arise, the accompanying proxy will be voted for a substitute
(or substitutes) designated by the Board of Directors.

Vote Required

A plurality of the votes cast at the Annual Meeting by the shareholders
entitled to vote in the election is required to elect the director nominees.

The Directors recommend a vote FOR election of each of the nominees listed
below. The names of the nominees and information concerning the director
nominees and their associations as of March 15, 2001, as furnished by the
nominees, follows:

Principal Occupation for Past Five Years and
Name Age Current Public Directorships or Trusteeships
- ---- --- --------------------------------------------

Joel Dupre 47 Director since 1990; Chairman of the Board since March 1995; President of
OneDotSource LLC from March 2000 to present; President of the Sirco Division of
Interbrand L.L.C., a manufacturer and distributor of apparel accessories and
luggage, from August 1999 to March 2000; Chief Executive Officer of the Company
from March 1995 to August 1999.

Eric M. Hellige 46 Director since 1995 and Secretary of the Company; Partner for more than five
years of Pryor Cashman Sherman & Flynn LLP, counsel to the Company.

Paul H. Riss 45 Director since 1995; Chief Executive Officer of the Company since August 1999 and
Chief Financial Officer and Treasurer of the Company since November 1996; Chief
Financial Officer of Sequins International Inc., a manufacturer of sequined
fabrics and trimmings, from June 1992 to November 1996.

Jonathan M. Berg 52 Director since 2000; Chief Executive Officer of Nighthawk Partners Inc., a
broker-dealer engaged in equity fund-raising for hedge funds and in other
corporate finance activities, from 1997 to present; Co-Chief Executive Officer of
KB Partners Inc., a hedge fund management company, from 1990 to 1997.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than ten percent (10%) of a registered class of the
Company's equity securities ("10% Shareholders"), to file with the Securities
and Exchange Commission (the "Commission") initial reports of ownership and
reports of changes in ownership of common stock and other equity securities of
the Company. Officers, directors and 10% Shareholders are required by Commission
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

Based solely on the Company's review of the copies of such reports received
by the Company, the Company believes that for the fiscal year 2000, all Section
16(a) filing requirements applicable to its officers, directors and 10%
Shareholders were complied with, except for the late filing of a Statement of
Change in Beneficial Ownership of Securities on Form 4 by Eric M. Hellige, a
director and the Secretary of the Company, and the late filing of an Annual
Statement of Beneficial Ownership of Securities on Form 5 by Joel Dupre, the
Chairman of the Board of the Company.

Board Meetings and Committees; Management Matters

The Board of Directors held ten meetings during the fiscal year ended
November 30, 2000. Each director attended at least 75% of the Board and
Committee meetings of which he was a member during such time as he served as a
director. From time to time, the members of the Board of Directors act by
unanimous written consent pursuant to the laws of the State of New York. No fees
are paid to directors for attendance at meetings of the Board.

The Board of Directors has a Stock Option Committee, which met one time
during the fiscal year ended November 30, 2000 and currently consists of Eric M.
Hellige and Jonathan M. Berg. The Stock Option Committee has authority to grant
options to the Company's executive officers under the 1995 Stock Option Plan. In
October 1997, the Board of Directors established an Audit Committee, which met
one time during the fiscal year ended November 30, 2000. The Board of Directors
does not have standing nominating or compensation committees or, except in the
case of the grant of stock options by the Stock Option Committee, any committee
performing similar functions.

The Company has an Audit Committee composed of Jonathan M. Berg, Eric M.
Hellige and Joel Dupre. The audit committee members are independent directors as
defined by Nasdaq, except that Mr. Dupre qualifies as an audit committee member
under a limited exemption. Mr. Dupre does not meet the independence requirements
of Nasdaq because he was employed by the Company until August 1999. To be
considered independent, the Company's employment of a board member cannot be
within the last three years. Under a limited exemption, he is allowed to serve
on the audit committee with two other independent directors. The Audit Committee
is governed by a written charter approved by the Board of Directors. A copy of
this charter is included in Appendix A.

Report of the Audit Committee

The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process, including the system of
internal controls. The independent auditors are responsible for performing an
independent audit of the consolidated financial statements to ensure that those
statements were prepared in accordance with generally accepted accounting
principles and report thereon to the Board of Directors of the Company. The
Audit Committee reviews and monitors these processes.

Within this framework, the Audit Committee has reviewed and discussed the
audited financial statements with management and the independent auditors.
Management of the Company has affirmed to the Audit Committee that the Company's
consolidated financial statements were prepared in accordance with generally
accepted accounting principles. The Audit Committee has discussed with the
independent auditors those matters required to be discussed by Statement of
Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU
ss. 380).

In addition, the Audit Committee has received the written disclosures and
the letter from the independent auditors required by Independence Standards
Board Standard No. 1 (Independent Standards Board Standard No. 1, Independence
Discussions with Audit Committees), and has also discussed with the independent
auditors, the auditor's independence from management and the Company. In
connection with the new standards for independence of the Company's independent
auditors promulgated by the Securities and Exchange Commission, the Audit
Committee has undertaken to consider whether the provision of any non-audit
services (such as internal audit assistance and tax-related services) by the
Company's independent auditors is compatible with maintaining the independence
of the independent auditors when the independent auditors are also engaged to
provide non-audit services.

The Audit Committee also discussed with the Company's independent auditors
the overall scope and plans for their audit, their evaluation of the Company's
internal controls and the overall quality of the Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Audit
Committee has recommended to the Board of Directors that the audited
consolidated financial statements be included in the Company's Annual Report on
Form 10-K for the year ended November 30, 2000.

Audit Committee

Jonathan M. Berg, Chairman
Joel Dupre, Member
Eric M. Hellige, Member

EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

The following table sets forth, for the fiscal years indicated, all
compensation awarded to, earned by or paid to Mr. Paul H. Riss, the Chief
Executive Officer of the Company, and to Mr. Joel Dupre, the Chairman of the
Board and former Chief Executive Officer of the Company (collectively referred
to as the "Named Executives"). No other executive officer of the Company
received more than $100,000 in compensation during fiscal 2000.

Compensation Table

Long-Term
Annual Compensation Compensation Awards
------------------- -------------------
Name and Fiscal Other Annual All Other
Principal Position Year Salary($) Bonus($) Compensation ($) Options(#) Compensation
- ------------------ ------ --------- -------- ---------------- ---------- ------------

Paul H. Riss(1) 2000 $150,000 $10,225 None 400,000 None
Chief Executive Officer, 1999 121,492 None None 150,000 None
Chief Financial Officer 1998 120,833 None None 50,000 None
and Treasurer

Joel Dupre 2000 - None None None None
Chairman of the Board 1999 133,000 None None 150,000 None
and former Chief 1998 223,323 None None 50,000 None
Executive Officer

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

(1) Mr. Riss has been Chief Financial Officer and Treasurer of the Company
since November 1996 and was appointed Chief Executive Officer of the
Company in August 1999.

Stock Option Grants

The following table sets forth individual grants of stock options and stock
appreciation rights ("SARs") made by the Company during fiscal 2000 to each of
the Named Executives.

Option/SAR Grants In Last Fiscal Year

Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Number of Percent of Total For Option
Securities Options/SARs Term(3)
Underlying Granted to Exercise or --------------------------
Options/SARs Employees in Base Price Expiration
Name Granted(1) Fiscal Year(2) ($/Share) Date 5%($) 10%($)
---- ---------- -------------- --------- ---- ----- -------

Paul H. Riss............... 400,000(4) 22.3% 1.41 10/5/05 155,664 344,604

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

(1) No SARs were granted by the Company in fiscal 2000.

(2) In fiscal 2000, the Company granted to employees options to purchase an
aggregate of 1,795,500 shares.

(3) The amounts shown in these two columns represent the potential realizable
values using the options granted and the exercise price. The assumed rates
of stock price appreciation are set by the Commission's executive
compensation disclosure rules and are not intended to forecast the future
appreciation of the Company's Common Stock.

(4) Options become exercisable on a quarterly basis only if the Company exceeds
certain revenue targets.

Stock Option Exercises

The following table contains information relating to the exercise of the
Company's stock options by the Named Executives in fiscal 2000, as well as the
number and value of their unexercised options as of November 30, 2000.

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
Shares at Fiscal Year-End(#)(1) at Fiscal Year-End ($)(2)
Acquired on Value ------------------------------ -----------------------------
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ----------- ----------- ------------- ----------- -------------

Paul H. Riss 14,500 $10,005 290,000 400,000 - -
Joel Dupre - - 310,000 - - -

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

(1) The sum of the numbers under the Exercisable and Unexercisable column of
this heading represents each Named Executive's total outstanding options to
purchase shares of Common Stock.

(2) The dollar amounts shown under the Exercisable and Unexercisable columns of
the heading represent the number of exercisable and unexercisable Company
options, respectively, that were "In-the-Money" on November 30, 2000,
multiplied by the difference between the closing price of the Common Stock
on November 30, 2000, which was $0.8125 per share, and the exercise price
of the Company options. For purposes of these calculations, In-the-Money
options are those with an exercise price below $0.8125 per share.

Board of Directors Compensation

The Company does not currently compensate directors for service on the
Board of Directors. On March 20, 2001, the Board of Directors adopted, subject
to shareholder approval, a Non-Employee Director Stock Option Plan (the "Plan").
Under the Plan, each non-employee Director will be granted a nonstatutory option
to purchase 10,000 shares of Common Stock on the date on which he or she is
elected, re-elected or appointed to the Board of Directors of the Company.
Options granted pursuant to the Plan will vest in full on the one year
anniversary of the grant date, provided the non-employee Director is still a
director of the Company at that time. The exercise price granted under the Plan
is 100% of the fair market value per share of the Common Stock on the date of
grant as reported on the Nasdaq SmallCap Market. The proposed terms of the Plan
is more fully describe under Proxy Item 2.

Employee Retirement Plan

In June 1995, the Board of Directors of the Company determined to
discontinue benefit accruals under the Company's tax qualified Employee
Retirement Plan (the "Retirement Plan"). Pursuant to action taken by the Board

of Directors at such time, benefits ceased to accrue for all active participants
under the Retirement Plan on June 30, 1995. The Retirement Plan is administered
by the Board of Directors.

Each of the Company's United States-based employees was eligible to
participate in the Retirement Plan. However, effective as of July 1, 1995 and in
connection with the Board's action, the Retirement Plan was amended to provide
that no additional eligible employees may participate in the Retirement Plan and
accrue benefits thereunder. The following table discloses estimated annual
benefits payable upon retirement in specified compensation and years of service
classification.

Projected Benefit at Retirement
-------------------------------

Years of Service
- -----------------------------------------------------------------------------
15 20 25 30 35
- -----------------------------------------------------------------------------
Salary(1)
---------
$ 20,000 $ 3,750 $ 5,000 $ 6,250 $ 7,500 $ 8,750
25,000 4,625 6,250 7,313 9,375 10,938
30,000 5,625 7,500 9,375 11,250 13,125
35,000 6,563 8,750 10,938 13,125 15,313
40,000 7,500 10,000 12,500 15,000 17,500
50,000 9,980 12,604 15,625 18,750 21,875
75,000 17,105 22,104 26,948 31,986 37,249
100,000 24,730 31,604 38,873 46,236 53,874
125,000 31,355 41,104 50,698 60,406 70,499
150,000(2) 38,480 50,004 62,573 74,736 87,124
175,000 45,605 60,104 74,448 88,986 103,749
200,000 52,730 69,604 86,323 103,236 120,374(3)

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

(1) The annual benefits shown in the Table are integrated with Social Security
benefits and there are no other offsets to benefits.

(2) In general, Section 401(a)(17) of the Internal Revenue Code provides that
compensation used for computing benefits under a tax-qualified employee
pension plan cannot exceed $170,000 (as adjusted).

(3) Under current law, the maximum annual benefit payable under the Retirement
Plan cannot exceed $135,000 (as adjusted).

The Retirement Plan is funded by the Company on an actuarial basis, and the
Company continues to contribute annually the minimum amount required to cover
the normal cost for current service and to fund supplemental costs, if any, from
the date each supplemental cost was incurred. Contributions were intended to
provide for benefits attributed to service to date, and also for those expected
to vest in the future. Based on the assumptions used in the actuarial valuation,
the Company must contribute approximately $16,000 for the current plan year
starting on July 1, 2000.

The estimated credited years of service for each of the Named Executives is
as follows: Joel Dupre (12 years) and Paul H. Riss (none).

Benefits are computed on the basis of a straight-life annuity. Benefits
under the Retirement Plan are integrated with Social Security benefits.

The Retirement Plan will continue to comply with the applicable sections of
the Internal Revenue Code, the Employee Retirement Income Security Act, and
applicable Internal Revenue Services rules and regulations. In accordance with
the terms of the Retirement Plan, distributions will continue to be made to
retired and terminated employees who are participants in the Retirement Plan.

Comparison of Five-Year Cumulative Total Return

During the period December 1995 to November 30, 1999, the Company's
business activities primarily fell within the standard industrial classification
code 513 (apparel, piece goods and notions). Following the disposition by the
Company of substantially all of its luggage division in August 1999, the
Company's business activities primarily fall within the standard industrial
classification code 4813 (telephone communications).

The graph set forth below compares the cumulative total shareholder return
on the Common Stock for the period commencing December 1, 1995 and ending
November 30, 2000 against the cumulative total return on the Nasdaq Stock Market
Index and a peer group comprised of those public companies whose business
activities fall within the same standard industrial classification code as the
Company during such period (4813) and whose stock has been publicly traded for
at least five years. This graph assumes a $100 investment in the Common Stock
and in each index on December 1, 1995 and that all dividends paid by companies
included in each index were reinvested.

COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG ELEC COMMUNICATIONS CORP.,
NASDAQ MARKET INDEX AND SIC CODE INDEX

[TOTAL RETURN GRAPH APPEARS HERE]

1995 1996 1997 1998 1999 2000
------ ------ ------ ------ ------ ------
ELEC COMMUNICATIONS CORP. 100.00 161.11 288.89 86.12 200.00 72.27
SIC CODE INDEX 100.00 99.97 130.02 180.40 283.25 175.42
NASDAQ MARKET INDEX 100.00 124.07 154.11 190.51 312.01 259.11

Report on Executive Compensation

The Board of Directors determines the compensation of the Chief Executive
Officer and sets policies for and reviews with the Chief Executive Officer the
compensation awarded to the other principal executives. The compensation
policies utilized by the Board of Directors are intended to enable the Company
to attract, retain and motivate executive officers to meet Company goals using
appropriate combinations of base salary and incentive compensation in the form
of stock options. Generally, compensation decisions are based on contractual
commitments, if any, as well as corporate performance, the level of individual
responsibility of the particular executive and individual performance. During
the fiscal year ended November 30, 2000, Paul H. Riss was the sole executive
officer of the Company.

Salaries. Base salaries for the Company's executive officers are determined
initially by evaluating the responsibilities of the position held and the
experience of the individual, and by reference to the competitive marketplace
for management talent, including a comparison of base salaries for comparable
positions at comparable companies within the Company's industry. The Company
believes that its salaries are below average as compared to its competitors.
Annual salary adjustments are determined by evaluating the competitive
marketplace, the performance of the Company, the performance of the executive,
particularly with respect to the ability to manage growth of the Company, the
length of the executive's service to the Company and any increased
responsibilities assumed by the executive.

Stock Incentives. Stock incentives may be granted under the 1995 Stock
Option Plan, as amended, by the Board of Directors or the Stock Option
Committee, in their sole discretion, to officers and employees of the Company to
reward outstanding performance during the prior fiscal year and as an incentive
to continued outstanding performance in future years. In evaluating the
performance of officers and employees other than the Chief Executive Officer,
the Stock Option Committee consults with the Chief Executive Officer and others
in management, as applicable. In an effort to attract and retain highly
qualified officers and employees, stock incentives may also be granted by the
Stock Option Committee, at its sole discretion, to newly-hired officers and
employees as an inducement to accept employment with the Company.

Compensation of Chief Executive Officer. Paul H. Riss, the Chief Executive
Officer of the Company, assumed the duties of Chief Executive Officer, in
addition to his duties as Chief Financial Officer and Treasurer, in September
1999 following the sale by the Company in August 1999 of substantially all of
the assets of the Company's luggage division. Mr. Riss' compensation for fiscal
2000 was $150,000 per annum. In an effort to incent Mr. Riss to grow the
telecommunications business of the Company and to further align the compensation
of Mr. Riss with the interests of shareholders, in September 1999 and in October
2000, the Board of Directors granted incentive stock options to Mr. Riss that
will vest only upon the Company's achievement of certain revenue goals.

Board of Directors Interlocks and Insider Participation in Compensation
Decisions

The following members of the Board of Directors were officers of the
Company or a subsidiary of the Company during the fiscal year ended November 30,
2000: Eric M. Hellige and Paul H. Riss. Such members participated in
deliberations of the Company's Board of Directors concerning executive officer
compensation during the fiscal year ended November 30, 2000.

Significant Employees

The names of certain significant employees, their ages and information
concerning their associations as of March 15, 2001 are set forth below.

Principal Occupation for Past Five Years and

Name Age Current Public Directorships or Trusteeships
- ---- --- --------------------------------------------

Kenth Astrom 40 Director of Development, joined the Company in November 1999. Mr. Astrom
oversees a group of programmers in development of a proprietary, internal
billing system. Mr. Astrom was the Group IT Director and Vice-President of the
Sales and Marketing division at RCS USA Inc., a software house based in
England, from August 1997 to October 1999.

Henry Azer 44 Chief Technology Officer, joined the Company in August 1998. Mr. Azer was the
President and founder of WebQuill Internet Services LLC ("Webquill"), an
Internet service provider which the Company acquired in August 1998. Prior to
founding WebQuill, Mr. Azer served as Vice President--North American Technical
Business Operations for Reuters America and served on the RAM Strategic Board
of Executives for 5 years.

Patrick Freeman 34 Vice President, Wholesale Services, joined the Company in March 2000. Mr.
Freeman oversees automation and management of billing, network provisioning
and customer care functions and manages the wholesale services function. In
June 1990, Mr. Freeman joined Information and Telephone Services Inc. ("ITS")
and became a Vice President of Operations and major shareholder in 1992. Mr.
Freeman founded Telecom Software Solutions in 1998 which the Company acquired
in March 2000.

Michael Klein 31 Vice President of Sales and Marketing, joined the Company in October 2000. Mr.
Klein is responsible for managing internal call center operations and internal
and external marketing. Mr. Klein co-founded Line-One, Inc. ("Line-One"), a
telemarketing company, in 1995, which the Company acquired in October 2000.

Michael Lagana 66 Vice President of the Commercial Division, joined the Company in January 2000.
Mr. Lagana founded Telecarrier Services, Inc. ("TSI") in 1992 which
the Company acquired in January 2000. Prior to founding TSI, Mr. Lagana
served as Vice-Chairman of JWP Information Systems, Inc.

Wesly Minella 35 Vice President of Operations, joined the Company in September 1999. Mr.
Minella supervises the provisioning and customer care operations. Mr. Minella
is a former member of the Board of Directors and former officer of Access One
Communications, Inc.

Garry Simpson 33 Vice President of Information Technology, joined the Company in April 2000.
Mr. Simpson is responsible for strategic short- and long-range IT planning,
managing the development and maintenance teams for corporate computer systems,
and the development of business operations. Mr. Simpson was the Information
Systems Director for Ventiv Health Communications ("Ventiv") from 1999 to
2000. Mr. Simpson served as the Manager at Clinical Communications Group from
1997 until it was acquired by Ventiv in 1999. From 1994 to 1997, Mr. Simpson
was the Director of Operations for SoundTree Educational Marketing Systems.

Ross Weinberg 31 Vice President of Sales and Marketing, joined the Company in October 2000. Mr.
Weinberg is responsible for managing internal call center operations and
internal and external marketing. Mr. Weinberg co-founded Line-One in 1995,
which the Company acquired in October 2000.

Certain Relationships and Related Transactions

Mr. Riss was a member of the Board of Directors of RiderPoint, Inc., which
was an affiliate of the Company during fiscal year 2000. The Company disposed of
its interest in RiderPoint, Inc. on February 2, 2001 and Mr. Riss resigned from
the Board of Directors of RiderPoint, Inc. in conjunction with such disposition.

Eric M. Hellige, a director of the Company, is a member of Pryor Cashman
Sherman & Flynn LLP, counsel to the Company ("Pryor Cashman"). Fees paid by the
Company to Pryor Cashman for legal services rendered during the fiscal year
ended November 30, 2000 did not exceed 5% of such firm's or the Company's
revenues.

Joel Dupre, the Chairman of the Board of Directors, is the President of
OneDotSource LLC. The Company purchased approximately $92,000 of goods from
OneDotSource LLC during fiscal 2000.

The Company believes that all purchases from or transactions with
affiliated parties were on terms and at prices substantially similar to those
available from unaffiliated third parties.

ADOPTION OF THE 2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Proxy Item 2)

On March 20, 2001, the Company's Board of Directors adopted, subject to
shareholder approval, the 2001 Non-Employee Director Stock Option Plan (the
"Plan").

The Plan

The purpose of the Plan is to obtain and retain the services of qualified
persons who are not full-time employees of the Company to serve as directors of
the Company (a "Non-Employee Director" or "Optionee"), and to demonstrate the
Company's appreciation for their service on its Board of Directors.

Administration

The Plan shall be administered by the Board of Directors and provides for
grants of options to be made in two ways. Each Non-Employee Director is
automatically granted an option to purchase 10,000 shares of Common Stock on the
Effective Date of the Plan (as defined in Section 7 of the Plan), and an option
to purchase 10,000 shares of Common Stock on the first business day following
each annual meeting of shareholders of the Company.

Authority of the Board of Directors

The Board of Directors has the authority, in its discretion, to: (i)
delegate any or all of its authority, powers and discretion under the Plan to a
committee of the Board of Directors; (ii) re-vest any or all such authority,
powers and discretion in itself at any time; (iii) construe the Plan; (iv)
determine all questions under the Plan; and (v) adopt and amend such rules and
regulations for the administration of the Plan as it may deem desirable.

Terms and Conditions of Options

Each option will be evidenced by a Non-Employee Director Option Agreement
between the Company and the Optionee entered into as soon as practicable after
the grant of an option under the Plan, and shall be subject to the following
additional terms and conditions:

Exercise Price. The exercise price of options granted under the Plan is
100% of the fair market value per share of the Common Stock on the date of the
grant. The exercise price per share will be subject to adjustment in accordance
with the provisions of the Plan (See "Adjustments of Numbers of Shares" below).
Any adjustment or determination made by the Board of Directors shall be
conclusive. For purposes of the Plan, as long as the Common Stock is listed on a
Nasdaq SmallCap Market, the fair market value of a share of the Common Stock on
any date shall be the closing sale price of such a share based on actual
transactions on the Nasdaq SmallCap Market on such date, or, if there is no such
closing sale price on such date, the closing sale price of such a share on the
last preceding date on which there was such a closing sale price.

Vesting; Term of Option. Each option granted under the Plan (i) shall vest
and become fully exercisable on the one year anniversary of the grant date,
provided that the Non-Employee Director has continued to serve as a Non-Employee
Director during such one-year period; and (ii) subject to the preceding clause
(i), shall be exercisable for a period of five (5) years from the grant date. If
the Non-Employee Director should cease to serve as a director prior to the
vesting of an option by reason of death or disability (of which the Board shall
be the judge), each option granted under the Plan shall be exercisable in full
on or after the date that the Non-Employee Director ceases to serve as a
director.

Termination of Directorship. If an Optionee's status as a director
terminates by reason of the death or permanent disability (of which the Board
shall be the sole judge) then all options held by the Optionee under the Plan
expire twelve (12) months after the Optionee ceases to be a director of the
Company; or (ii) six (6) months after the Non-Employee Director ceases to be a
director of the Company for any reason other than mentioned in (i) above.

Transferability. Options granted under the Plan are not transferable by the
Non-Employee Director other than to permitted transferees (as defined in Section
4(d) of the Plan), or other than by will or, if the Optionee dies, the laws of
descent and distribution of the state or domicile at the time of the
Non-Employee Director's death, and may be exercised during the Optionee's
lifetime only by the Optionee, a Permitted Transferee, or by the Permitted
Transferee's guardian or legal representative.

Change in Control. In the event of a Change In Control, all outstanding
stock options will automatically become fully exercisable. The term "change in
control" means a change in the beneficial ownership of the Company's voting
stock or a change in the composition of the Board that occurs as follows:

o any "person" or "group" of persons, as such terms are used in Sections
13 and 14 of the Exchange Act, other than the Company, any of its
subsidiaries, or any employee benefit plan sponsored by the Company or
any of its subsidiaries, becomes the beneficial owner of thirty
percent (30%) or more of the Common Stock issued and outstanding
immediately prior to such acquisition;

o a tender offer (for which a filing has been made with the Commission
that purports to comply with the requirements of Section 14(d) of the
Exchange Act and the corresponding Commission rules) is made for the
stock of the Company, which has not been negotiated and approved by
the Board, provided that in case of a tender offer described in this
paragraph (ii), the change in control will be deemed to have occurred
upon the first to occur of: (x) any time during the offer when the
person (using the definition in (i) above) making the offer owns or
has accepted for payment stock of the Company with thirty percent
(30%) of the total voting power of the Company's stock or (y) three
business days before the offer is to terminate unless the offer is
withdrawn first, if the person making the offer could own, by the
terms of the offer plus any shares owned by this person, stock with
thirty percent (30%) or more of the total voting power of the
Company's stock when the offer terminates;

o individuals who were the Board's nominees for election as directors of
the Company immediately prior to a meeting of the shareholders of the
Company involving a contest for the election of directors shall not
constitute a majority of the Board of Directors following the
election; or

o the dissolution or liquidation of the Company or the consummation of
any merger or consolidation of the Company or any sale or other
disposition of all or substantially all of its assets, if the
shareholders of the Company immediately before such transaction own,
immediately after consummation of such transaction, equity securities
(other than options and other rights to acquire equity securities)
possessing less than thirty percent (30%) of the voting power of the
surviving or acquiring corporation.

For purposes hereof, a person will be deemed to be the beneficial owner of any
voting securities of the Company which it would be considered to beneficially
own under Rule 13d-3 of the Exchange Act (or any similar or superseding statute
or rule) from time to time in effect.

Other Provisions. The director option agreement may contain other terms,
provisions and conditions not inconsistent with the Plan terms, provisions and
conditions not inconsistent with the Plan as may be determined by the Board.

Adjustments of Number of Shares

In the event that a dividend or stock split hereinafter shall be declared
upon the Common Stock of the Company payable in shares of Common Stock of the
Company, the number of shares of Common Stock then subject to any outstanding
option under the Plan and the number of shares as to which an option is to be
granted to any Non-Employee Director under Section 2 of the Plan shall be
adjusted by adding to each such share the number of shares which would be
distributable thereon if such share had been outstanding on the date fixed for
determining the shareholders entitled to receive such stock dividend or stock
split. In the event that the outstanding shares of the Common Stock of the
Company shall be changed into or exchanged for a different number or kind of
shares of stock or other securities of the Company whether through
reorganization, recapitalization or reclassification, then there shall be
substituted for each share of Common Stock subject to or to be subject to any
such option under the Plan, the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock shall be so changed
or for which each such share shall be exchanged.

In the event there shall be any change, other than as set forth above, in
the number or kind of outstanding shares of Common Stock of the Company or of
any stock or other securities into which such Common Stock shall have been
changed or for which it shall have been exchanged, then the Board shall make
such adjustment, if any, as it deems equitable in the number and/or kind of
shares or other securities subject to outstanding options or subject to options
to be granted under the Plan. In the case of any such substitution or
adjustment, the exercise price for each share covered thereby prior to such
substitution or adjustment shall be the exercise price for all shares of stock
or other securities which shall have been substituted for such share or to which
such share shall have been adjusted pursuant to the Plan. No adjustment or
substitution shall require the Company to sell a fractional share, and the total
substitution or adjustment with respect to each option shall be limited
accordingly.

Amendment and Termination of the Plan

The Board may amend, suspend or terminate the Plan at any time and for any
reason. However, the Company shall obtain shareholder approval for any amendment
to the Plan to the extent necessary to comply with applicable laws or
regulations. No such action by the Board or shareholders may alter or impair any
option previously granted under the Plan without the consent of the Optionee.

Federal Income Tax Consequences

The Company has been advised that non-qualified stock options rights
granted under the Plan are subject to the following Federal income tax
treatment:

Non-qualified stock options granted under the Plan do not result in any
income to the Optionee at the time of grant or any tax deduction to the Company
at that time. Upon exercise of a non-qualified option, the excess of the fair
market value of the Common Stock acquired (determined at the time of exercise)
over its cost to the Optionee (i) is taxable to the Optionee as ordinary income
and (ii) is deductible by the Company, subject to general rules relating to the
reasonableness of compensation; and the Optionee's tax basis for the shares is
the fair market value at the time of exercise.

Gain or loss recognized upon disposition of shares acquired pursuant to the
exercise of a non-qualified option will generally be reportable as short- or
long-term gain or loss depending on the length of time the shares were held by
the Optionee as of the date of disposition.

Vote Required

The proposed adoption of the Plan will become effective only upon approval
a majority of the total votes cast on the proposal in person or by proxy.

The Board of Directors recommends a vote FOR approval of the proposed 2001
Non-Employee Director Stock Option Plan.

INDEPENDENT PUBLIC ACCOUNTANTS

Nussbaum Yates & Wolpow, P.C. ("Nussbaum"), served as the Company's
independent public accountants for the fiscal year ended November 30, 2000. A
representative of Nussbaum is expected to attend the Annual Meeting, and such
representative will have the opportunity to make a statement if he so desires
and will be available to respond to appropriate questions from shareholders.

Audit Fees. Nussbaum billed the Company $75,000 for the independent audit
of the Company's annual financial statements for fiscal 2000 and for the review
of the financial statements contained in the Company's quarterly reports on Form
10-Q.

Other Fees. Nussbaum billed the Company $30,210 for all other fees for
professional services rendered for the most recent fiscal year, which included
the preparation of the Company's consolidated tax return and sundry other
matters.

SHAREHOLDER PROPOSALS

Proposals of shareholders intended for presentation at the 2002 Annual
Meeting of Shareholders and intended to be included in the Company's Proxy
Statement and form of proxy relating to that meeting must be received at the
offices of the Company by February 2, 2002.

OTHER BUSINESS

Other than as described above, the Board of Directors knows of no matters
to be presented at the Annual Meeting, but it is intended that the persons named
in the proxy will vote your shares according to their best judgment if any
matters not included in this Proxy Statement do properly come before the meeting
or any adjournment thereof.

ANNUAL REPORT

The Company's Annual Report on Form 10-K for the year ended November 30,
2000, including financial statements, is being mailed herewith. If, for any
reason you do not receive your copy of the Report, please contact Mr. Paul H.
Riss, Chief Executive Officer, eLEC Communications Corp., 543 Main Street, New
Rochelle, New York 10801, and another will be sent to you.

By Order of the Board of Directors,

/s/ JOEL DUPRE

JOEL DUPRE,
Chairman of the Board

Dated: March 30, 2001
New Rochelle, New York

Appendix A
----------

eLEC COMMUNICATIONS CORP. AUDIT COMMITTEE CHARTER

PURPOSE
-------

There shall be an Audit Committee (the "Committee") of the Board of
Directors (the "Board") of eLEC Communications Corp., a New York corporation
(the "Company"). The primary function of the Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities, primarily through: 1)
overseeing management's conduct of the Company's financial reporting process and
systems of internal accounting and financial controls; and 2) monitoring the
independence and performance of the Company's outside auditors.

COMPOSITION AND MEETINGS
------------------------

The Committee shall have at least three (3) members at all times, each of
whom must be independent of management and the Company; provided, however, the
Committee may include one non-independent director until such time as three
qualified independent directors serve as members of the Board. Members of the
Committee shall be considered independent if: 1) in the sole discretion of the
Board, it is determined that they have no relationship that may interfere with
the exercise of their independent judgment; and 2) they meet the Nasdaq rules
regarding independence of audit committee members. Members of the Committee
shall be appointed by the Board and shall serve until the earlier to occur of
the date on which he or she shall: 1) be replaced by the Board; 2) resign from
the Committee; or 3) resign from the Board. All members of the Committee shall
have a basic understanding of finance and accounting and be able to read and
understand fundamental financial statements or be able to do so within a
reasonable period of time after appointment to the Committee, and at least one
member of the Committee shall have accounting or related financial management
expertise.

The Committee shall meet as frequently as circumstances dictate, but no
less than four times annually. The Board shall name a chairperson of the
Committee. A majority of the members of the Committee shall constitute a quorum.

LIMITATION ON COMMITTEE RESPONSIBILITIES
----------------------------------------

The Company's management is responsible for preparing the Company's
financial statements and the outside auditors are responsible for auditing
and/or reviewing those financial statements. In carrying out its purpose, the
Committee is not providing any expert or special assurance as to the Company's
financial statements or any professional certification as to the outside
auditors' work. The Committee's specific responsibilities are as follows:

GENERAL
-------

1. The Committee shall have the power to conduct or authorize
investigations into any matters consistent with its purpose. The Committee shall
be empowered to retain independent counsel, accountants, or others to assist it
in the conduct of any investigation. The Committee shall have unrestricted
access to members of management and all information relevant to its
responsibilities.

2. The Committee shall report through its chairperson to the Board
following the meetings of the Committee.

3. The Committee shall review this charter and the powers and
responsibilities of the Committee at least annually and report and make
recommendations to the Board with respect to these powers and responsibilities.

4. The Committee shall maintain minutes or other records of meetings and
activities of the Committee.

5. The Committee shall prepare annual Committee reports for inclusion in
the proxy statements for the Company's annual meetings, as required by rules
promulgated by the Securities and Exchange Commission (the "SEC").

6. The Committee shall, in addition to the performance of the duties
described herein, undertake such additional duties as may from time to time be
delegated to it by the Board.

INTERNAL CONTROLS AND RISK ASSESSMENT
-------------------------------------

1. The Committee shall consider and review with management and the outside
auditors the effectiveness of or weaknesses in the Company's internal controls,
including computerized information system controls and security, the overall
control environment and accounting and financial controls.

2. The Committee shall obtain from the outside auditors their
recommendations regarding internal controls and other matters relating to the
accounting procedures and the books and records of the Company and its
subsidiaries and reviewing the correction of controls deemed to be deficient.

OUTSIDE AUDITOR
---------------

1. The outside auditors are ultimately accountable to the Board and the
Committee, as the representatives of the shareholders. The Board and the
Committee shall have the ultimate authority and responsibility to select,
evaluate and, where appropriate, replace the outside auditor (or to nominate the
outside auditor to be proposed for shareholder approval in any proxy statement).
In this regard, the Committee shall recommend to the Board the outside auditor
to be nominated.

2. The Committee shall confer with the outside auditors concerning the
scope of their examinations of the books and records of the Company and its
subsidiaries; review and approve the Company's annual audit plans; direct the
special attention of the outside auditors to specific matters or areas deemed by
the Committee or the outside auditors to be of special significance; and
authorize the outside auditors to perform such supplemental reviews or audits as
the Committee may deem desirable.

3. The Committee shall receive from the outside auditor on a periodic basis
a formal written statement delineating all relationships between the outside
auditor and the Company, consistent with applicable standards. The statement
shall include a description of all services provided by the auditor and the
related fees. The Committee shall review costs of all audit and other services
performed by the outside auditors.

4. The Committee shall take, or recommend that the Board take, appropriate
action to monitor the independent status of the outside auditors.

FINANCIAL REPORTING
-------------------

1. The Committee shall review and discuss with the outside auditors and
management the Company's audited annual financial statements that are to be
included in the Company's Annual Report on Form 10-K and the outside auditors'
opinion with respect to such financial statements, including reviewing the
nature and extent of any significant changes in accounting principles or the
application thereof; and determine whether to recommend to the Board that the
financial statements be included in the Company's Form 10-K for filing with the
SEC.

2. The Committee shall review and discuss with the outside auditors and
management, and require the outside auditors to review, the Company's interim
financial statements to be included in the Company's Quarterly Reports on Form
10-Q prior to the filing thereof with the SEC.

3. The Committee shall review the existence of significant estimates and
judgements underlying the financial statements, including the rationale behind
those estimates as well as the details on material accruals and reserves and the
Company's accounting principles.

COMPLIANCE WITH LAWS
--------------------

1. The Committee shall review with the Company's counsel and others any
legal, tax or regulatory matters that may have a material impact on the
Company.

2. The Committee shall periodically review the rules promulgated by the SEC
and Nasdaq relating to the qualifications, activities, responsibilities and
duties of audit committees and shall take, or recommend that the Board take,
appropriate action to comply with such rules.