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
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to '240.14a-12

TELAXIS COMMUNICATIONS CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11.

1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies: N/A

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined): N/A

4) Proposed maximum aggregate value of transaction: N/A

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid: N/A
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4) Date Filed: N/A

TELAXIS COMMUNICATIONS CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2001

Dear Stockholder:

You are cordially invited to attend the annual meeting of
stockholders of Telaxis Communications Corporation ("Telaxis") to be held on May
16, 2001, at 10:00 a.m., at The Lord Jeffery Inn in Amherst, Massachusetts.

At this meeting, you will be asked to vote upon the following
matters:

1. To elect one Class II director to the board of directors to hold
office until the annual meeting of stockholders in 2004; and

2. To transact such other business as may properly come before the
meeting and at any adjournment of the meeting.

Stockholders of record at the close of business on March 19, 2001
will be entitled to vote at this meeting and at any adjournment of the meeting.

Please mark, sign, date and return the enclosed form of proxy as
promptly as possible to assure your representation at the meeting. If you attend
the meeting, you may vote in person even if you have returned a proxy.

By Order of the Board of Directors

/s/ David L. Renauld
---------------------------
April 12, 2001 David L. Renauld , Clerk

TELAXIS COMMUNICATIONS CORPORATION
20 INDUSTRIAL DRIVE EAST
SOUTH DEERFIELD, MASSACHUSETTS 01373

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS

We are furnishing this proxy statement to our stockholders in
connection with the solicitation by our board of directors of proxies for use at
the annual meeting of stockholders to be held on Wednesday, May 16, 2001 at
10:00 a.m. at The Lord Jeffery Inn in Amherst, Massachusetts, and any
adjournment thereof. A copy of our 2000 Annual Report to Stockholders is being
mailed with this proxy statement to each stockholder entitled to vote at the
meeting. This proxy statement and accompanying proxy materials will first be
mailed to all stockholders entitled to vote at the meeting on or about April 12,
2001.

Voting and Proxies

The board of directors has fixed the close of business on March 19,
2001 as the record date for determining stockholders entitled to notice of and
to vote at the annual meeting. Accordingly, only holders of record of shares of
our common stock at the close of business on that date will be entitled to
notice of and to vote at the annual meeting and any adjournment thereof. At the
close of business on March 19, 2001, 16,742,623 shares of our common stock were
outstanding.

Each holder of record of shares of our common stock on the record
date is entitled to cast one vote per share, in person or by properly executed
proxy, on any matter that may properly come before the annual meeting. The
presence in person or by properly executed proxy of the holders of a majority of
the shares of our common stock outstanding on the record date is necessary to
constitute a quorum at the annual meeting. Directors will be elected at the
annual meeting by a plurality of the votes cast by the stockholders entitled to
vote at the election. With respect to the required vote on any particular
matter, abstentions and votes withheld by nominee record holders who did not
receive specific instructions from the beneficial owners of such shares will not
be treated as votes cast although they will count toward the presence of a
quorum. The failure of a broker to return a signed proxy card will result in the
shares held of record by such broker not being counted towards the determination
of a quorum.

Proxy Voting and Revocation

All proxies received pursuant to this solicitation will be voted
except as to matters where authority to vote is specifically withheld. Where a
choice is specified as to a given proposal, the proxies will be voted in
accordance with the specification. If no choice is specified, the persons named
in the proxies intend to vote for the election of the nominee for director.

The board of directors does not know of any matters, other than the
matters described in this Proxy Statement, which are expected to be presented
for consideration at the annual meeting. If any other matters are properly
presented for consideration at the annual meeting, the persons named in the
accompanying proxy will have discretion to vote on such matters in accordance
with their best judgment.

Stockholders who execute proxies may revoke them at any time before
such proxies are voted by filing with our Clerk, at or before the annual
meeting, a written notice of revocation bearing a later date than the proxy or
by executing and delivering to our Clerk at or before the annual meeting
later-dated proxies relating to the same shares. Attendance at the annual
meeting will not have the effect of revoking a proxy unless the shareholder so
attending so notifies our Clerk in writing at any time prior to the voting of
the proxy.

Solicitations

Proxies are being solicited by and on behalf of the board of
directors. We will bear the entire cost of solicitation of proxies. In addition
to solicitation by mail, our directors, officers, and regular employees (who
will not be specifically engaged or compensated for such services) may solicit
proxies by telephone or otherwise. Arrangements will be made with brokerage
houses and other custodians, nominees, and fiduciaries to forward proxies and
proxy material to their clients who beneficially own shares of our common stock,
and we will reimburse them for their expenses.

PROPOSAL 1
ELECTION OF DIRECTORS

Under our By-laws, the board of directors consists of seven persons.
The board is classified into three classes, as nearly equal in number as
possible, whose terms of office expire at different times in annual succession.

There is one Class II director whose term expires at the 2001 annual
meeting of our stockholders: Ms. Carol B. Armitage. Ms. Armitage is a nominee
for re-election as a Class II director. The other Class II director position is
currently vacant.

If the nominee is elected, there will be three directors (Albert E.
Paladino, David A. Norbury, and John L. Youngblood) whose terms expire at the
annual meeting of our stockholders in 2002, two directors (Allan M. Doyle, Jr.
and Robert C. Fleming) whose terms expire at the annual meeting of our
stockholders in 2003, and one director (Carol B. Armitage) whose term expires at
the annual meeting of our stockholders in 2004.

The members of each class are elected to serve a three-year term. It
is intended that the persons named on the proxy card as proxies will vote shares
of our common stock so authorized for the re-election of Ms. Armitage to the
board of directors. The board of directors expects that the nominee will be
available for election; but if she should become unavailable, it is intended
that the proxy would be voted for a nominee or nominees who would be designated
by the board of directors, unless the number of directors is reduced.

Ms. Armitage will serve until the annual meeting of our stockholders
in 2004 and until her successor is elected and qualified or her earlier death,
resignation or removal. The nominee is currently a director of Telaxis, and the
nominee has agreed to serve as a director if elected at the annual meeting.

The board of directors recommends a vote FOR the election of the
nominee described above.

The biographical summary of the nominee for director of Telaxis, and
the other directors of Telaxis, appear below under the heading "Board of
Directors, Executive Officers and Key Employees."

BOARD OF DIRECTORS, EXECUTIVE OFFICERS
AND KEY EMPLOYEES

Our directors, executive officers and key employees are as follows:

Name Age Position
- ---- --- --------

Albert E. Paladino, Sc.D....................... 68 Chairman of the Board of Directors
Carol B. Armitage.............................. 43 Director
Allan M. Doyle, Jr............................. 71 Director
Robert C. Fleming.............................. 44 Director
David A. Norbury............................... 50 Director
John L. Youngblood, Ph.D....................... 60 President, Chief Executive Officer and Director
Ransom D. Reynolds............................. 58 Senior Vice President, Account Management
Dennis C. Stempel.............................. 38 Vice President, Chief Financial Officer and Treasurer
David L. Renauld............................... 35 Vice President, Legal and Corporate Affairs, Secretary and Clerk
Kenneth R. Wood(1)............................. 46 Vice President, Engineering
Donald W. Kuk(1)............................... 49 Vice President, Operations
Mervyn N. FitzGerald(1)........................ 56 Vice President, Dallas Wireless Technology and Development Center

- -----------------
(1) Key employee

Dr. Albert E. Paladino has been our Chairman of the Board since
January 1992 and a director since March 1984. Since December 1998, he has been a
private investor. He was a General Partner of Advanced Technology Ventures, a
venture capital firm, from 1981 through 1998. He is a member of the board of
directors of TranSwitch Corporation, a publicly-traded developer of
semiconductor solutions for the communications markets, and RF Micro Devices, a
publicly-traded manufacturer of radio frequency integrated circuit components.
He is also Chairman of Onex Communications Corporation, a developer of
semiconductor solutions for the emerging converged communications networks. His
prior experience includes senior management positions with Raytheon Company, GTE
Laboratories, the Congressional Office of

Technology Assessment and the National Institute of Standards and Technology.
Dr. Paladino holds a B.S. and an M.S. in engineering from Alfred University and
an Sc.D. in materials science from the Massachusetts Institute of Technology

Carol B. Armitage has been a director since October 2000. Since
January 1998, she has been a consultant to companies involved in broadband
communications. From September 1995 to December 1997, she served in several
senior management roles at General Instrument, which at the time was a supplier
of broadband communications equipment for the cable television and satellite
broadcast markets. Her last position there was as Senior Vice President,
Technology and Strategy. From 1979 to September 1995, she held various
engineering and management positions at Bell Laboratories, including Director in
the wideband access division. Ms. Armitage holds a B.S. in electrical
engineering from the University of Delaware and an M.S. in electrical
engineering from Princeton University.

Allan M. Doyle, Jr. has been a director since March 1984. From 1964
to May 1996, Mr. Doyle served as a member of the board of directors of
Kollmorgen Corporation, which at the time was a publicly traded manufacturer of
high-performance electro-optical and electronic motion control products. Before
his retirement in 1990, he served as Vice Chairman of the board of directors of
Kollmorgen, and before that he served as Chief Financial Officer. From 1990 to
1993, Mr. Doyle was an Associate Professor of Management at Union College. Mr.
Doyle holds a B.A. in industrial administration from Union College and an M.B.A.
from the Columbia University School of Business.

Robert C. Fleming has been a director since November 1997. Since
November 1995, he has been a General Partner of Prism Venture Partners, a
venture capital firm he co-founded. From July 1993 to April 1995, he was a
General Partner of Norwest Venture Capital, also a venture capital firm. Mr.
Fleming is also a director of Eprise Corporation, a publicly traded company that
sells content management software for webs sites and intranets. Mr. Fleming
holds an A.B. in engineering from Dartmouth College and an M.B.A. from the
Wharton School.

David A. Norbury has been a director since September 1999. He has
been President, Chief Executive Officer and a director of RF Micro Devices since
September 1992. Mr. Norbury holds a B.S. in electrical engineering from the
University of Michigan, an M.S. in electrical engineering from Stanford
University and an M.B.A. from Santa Clara University.

Dr. John L. Youngblood has been our Chief Executive Officer and a
director since June 1992, and our President since March 1993. From August 1991
to June 1992, he was a management consultant. From May 1991 to August 1991, Dr.
Youngblood served as Executive Vice President of IMO Industries, a manufacturer
of analytical and optical instruments, electronic and mechanical controls, and
power transmission products. From January 1985 to May 1991, he held various
positions, including Chairman, Chief Executive Officer and President, at
Kollmorgen Corporation, which at the time was a publicly traded manufacturer of
high-performance electro-optical and electronic motion control products. He
holds a B.S. in electrical engineering from the University of Texas at
Arlington, and both an M.S. and a Ph.D. in electrical engineering from Oklahoma
State University.

Ransom D. Reynolds has been our Senior Vice President, Account
Management since December 2000. From February 1995 to December 2000, Mr.
Reynolds served as Senior Vice President, Business Development. From February
1993 to February 1995, Mr. Reynolds served as a Vice President of our company
with general management responsibilities. From May 1987 to February 1993, Mr.
Reynolds served as Director of the electro-optical division of Kollmorgen
Corporation. He holds a B.S. in physics from Southwest Texas State University
and an M.B.A. from the University of Houston.

Dennis C. Stempel has been our Vice President, Chief Financial
Officer and Treasurer since April 1999. From November 1998 to April 1999, Mr.
Stempel served as our Director of Finance. From April 1996 to November 1998, he
served as a controller at Pratt & Whitney, a division of United Technologies
Corporation and a manufacturer of aircraft engines and space propulsion systems.
From March 1993 to April 1996, he served as the Director of Finance for Anocoil
Corporation, a manufacturer of lithographic printing plates. He worked for
Coopers & Lybrand from 1989 to 1993, including serving as a certified public
accountant from 1992 to 1993. Mr. Stempel holds a B.S. in accounting from the
University of Massachusetts.

David L. Renauld has been our Vice President, Legal and Corporate
Affairs and Secretary since November 1999. He has been our Clerk since May 1999.
From January 1997 to November 1999, he was an attorney with Mirick, O'Connell,
DeMallie & Lougee, LLP, a law firm in Worcester, Massachusetts. From September
1991 to December 1996, he was an attorney with Richards, Layton & Finger, a law
firm in Wilmington, Delaware. Mr. Renauld holds a B.A. in mathematics/arts from
Siena College and a J.D. from Cornell University.

Kenneth R. Wood has been our Vice President, Engineering since
December 1997. From April 1990 to December 1997, he was our Senior Microwave
Engineer and Program Manager. Mr. Wood holds a B.S. in electrical engineering
from the University of Pretoria and an M.S. in microwaves from the University of
London.

Donald W. Kuk has been our Vice President, Operations since December
2000. From July 1994 to November 2000, Mr. Kuk served in a variety of managerial
roles at General Electric, a diversified industrial corporation, with
operations, manufacturing, and quality responsibilities. Most recently he was
Executive Manager of Advanced Electronic Manufacturing Technology for General
Electric at its Corporate R&D Center where he was responsible for the
establishment and implementation of advanced business processes, tools and
methods, and electronic manufacturing programs for General Electric's businesses
and suppliers worldwide.

Mervyn N. FitzGerald has been our Vice President, Dallas Wireless
Technology and Design Center since December 2000. He was our Senior Vice
President, Operations from September 1999 to December 2000. From September 1996
to September 1999, Mr. FitzGerald served as Vice President, Operations and
Customer Service for the broadband wireless access division of Nortel Networks,
a provider of communications products and services. From February 1995 to
September 1996, he served as General Manager of AlliedSignal Canada, a

Canadian subsidiary of Allied Signal Inc., a diversified aerospace manufacturer.
From February 1992 to February 1995, he served as Vice President, Operations for
C-MAC Industries, a contract manufacturing company. Mr. FitzGerald holds a B.S.
in applied nuclear and solid state physics from Polytechnic of the South Bank in
London, England.

Board of Directors

Our board of directors is divided into three classes, with one class
of directors elected each year at the annual meeting of stockholders for a
three-year term of office. Ms. Armitage serves in the class whose terms expire
in 2001 and is being nominated for re-election. The other position in this class
is currently vacant. Drs. Youngblood and Paladino and Mr. Norbury serve in the
class whose terms expire in 2002. Messrs. Fleming and Doyle serve in the class
whose terms expire in 2003. Our executive officers are elected annually by the
directors and serve at the discretion of the directors. There are no family
relationships among our directors and executive officers.

The board of directors meets on a regularly scheduled basis and holds
special meetings as required. The board met nine times during 2000. The board of
directors has assigned certain responsibilities to the Audit Committee, the
Compensation Committee, the Nominating Committee, and the Finance and Executive
Committee. None of our incumbent directors attended fewer than 75% of the total
meetings of the board and committee meetings on which such board member served
in 2000 during the period he or she was a director.

The members of the Audit Committee during 2000 were Mr. Doyle, James
W. Fordyce (until his resignation from the board of directors on April 2, 2000),
Mr. Fleming (from and after April 2000), and Dr. Paladino (from and after
October 2000). The Audit Committee held six meetings during 2000. The Audit
Committee reviews and evaluates our audit and control functions, reviews the
results and scope of the audit and other services provided by our independent
auditors, and makes recommendations to the board of directors regarding the
selection of independent auditors, and performs such other duties as may from
time to time be determined by the board of directors.

The members of the Compensation Committee are Dr. Paladino, Mr.
Doyle, Mr. Fleming, and Dr. Youngblood. The Compensation Committee held three
formal meetings during 2000 and met informally in connection with several
meetings of the board of directors in 2000. The Compensation Committee reviews
the compensation and benefits of our executive officers and recommends stock
option grants under our stock option plans, makes recommendations to the board
of directors regarding compensation matters, and performs such other duties as
may from time to time be determined by the board of directors.

The members of the Finance and Executive Committee are Drs. Paladino
and Youngblood and Mr. Fleming. The Finance and Executive Committee held six
meetings during 2000. The Finance and Executive Committee maintains continuity
between the board of directors and our executive officers, acts on behalf of the
board of directors between meetings

but refers any major decisions to the full board of directors, and performs such
other duties as may from time to time be determined by the board of directors.

The members of the Nominating Committee during 2000 were Dr.
Paladino, Mr. Fleming, and Dr. Youngblood (from February 2000 through June
2000). The Nominating Committee held no formal meetings during 2000 but met
informally in connection with several meetings of the board of directors. The
Nominating Committee recommends candidates for membership on the board of
directors based on committee-established guidelines, consults with the Chairman
of the Board on committee assignments, considers candidates for the board of
directors proposed by stockholders, and performs such other duties as may from
time to time be determined by the board of directors.

The Nominating Committee will consider a candidate for director
proposed by a stockholder. A candidate must be highly qualified and be both
willing and expressly interested in serving on the board of directors. A
stockholder wishing to propose a candidate for the Nominating Committee's
consideration should forward the candidate's name and qualifications to our
Clerk at 20 Industrial Drive East, South Deerfield, MA 01373. The Nominating
Committee has full discretion in considering its nominations to the board of
directors.

AUDIT COMMITTEE

Our board of directors has adopted and approved a formal written
charter for the Audit Committee, a copy of which is attached to this Proxy
Statement as Appendix A. The members of the Audit Committee are all
"independent" as defined in the listing standards of the National Association of
Securities Dealers relating to audit committees.

Audit Committee Report

In connection with its function to oversee and monitor the financial
reporting process of Telaxis, the Audit Committee has done the following:

o reviewed and discussed the audited financial statements for the
fiscal year ended December 31, 2000 with our management;

o discussed with PricewaterhouseCoopers LLP, our independent
auditors, the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU 380); and

o received the written disclosures and the letter from
PricewaterhouseCoopers LLP required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit
Committees) and has discussed with PricewaterhouseCoopers LLP its
independence.

Based on the foregoing, the Audit Committee recommended to the board
of directors that the audited financial statements be included in our annual
report on Form 10-K for the fiscal year ended December 31, 2000.

In evaluating the independence of our auditors, the Audit Committee
considered whether the services they provided to our firm beyond their audit and
review of our financial statements was compatible with maintaining their
independence. We also considered the amount of fees they received for audit and
non-audit services.

Audit Committee
Allan M. Doyle, Jr., Chairman
Albert E. Paladino
Robert C. Fleming

MATERIAL RELATIONSHIPS
AND RELATED PARTY TRANSACTIONS

The following is a description of transactions since January 1, 2000
to which we have been a party and in which the amount involved exceeded $60,000
and any director, executive officer or security holder that we know owns more
than five percent of our capital stock during 2000 had or will have a direct or
indirect material interest.

In September 2000, we entered into indemnification agreements with
each of our directors and executive officers. These agreements contain
provisions that are, in some respects, broader than the specific indemnification
provisions contained in Massachusetts Business Corporation law and in our
By-laws. In general, the indemnification agreements may require us:

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

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

In addition, we currently maintain a policy for directors' and
officers' insurance. At present, there is no pending litigation or proceeding
involving any of our directors or officers in which indemnification would be
required or permitted. We are not aware of any threatened litigation or
proceeding that might result in a claim for indemnification. We believe that the
indemnification provisions in our By-laws and these indemnification agreements
are necessary to attract and retain qualified persons as directors and officers.

In December 2000, we revised the existing employment agreement with
Dr. Youngblood and entered into employment agreements with Mssrs. Reynolds,
Stempel and Renauld, all having substantially the same terms. See "Executive
Compensation - Employment Agreements and Change-of-Control Provisions" below.

In 2000, we paid Dr. Paladino a retainer of $60,000 for his services
as chairman of the board of directors of our company. We also paid Dr. Paladino
a bonus of $299 during 2000 in recognition of his active role as chairman of the
board of directors of our company.

In September 1999, we agreed to issue 112,500 shares of common stock
to Mervyn N. FitzGerald, then our Senior Vice President, Operations, and
currently our Vice President, Dallas Wireless Technology and Development Center,
for a purchase price of $2.50 per share. In connection with this issuance of
shares, we loaned Mr. FitzGerald the $281,250 purchase price. We also agreed to
grant Mr. FitzGerald a cash bonus equal to the amount of Federal and state
income taxes he is required to pay in connection with the stock grant and to
grant him an additional cash bonus to include taxes payable with respect to the
cash bonus. The interest rate on the loan is the applicable federal rate, and
the loan must be repaid upon Mr. FitzGerald's sale of the shares. These shares
vested 20% on the date of issuance and will vest as to an additional 20% on the
next four anniversaries of the date of issuance. The unvested shares may be
repurchased at a price of $2.50 per share upon Mr. FitzGerald's termination of
employment. All unvested shares will immediately vest upon the occurrence of any
of the following events:

o our merger or consolidation with another company

o the sale of substantially all of our assets to another company

o the sale of more than 50% of our outstanding capital stock to an
unrelated person or group

Our Policy on Interested Transactions

We have adopted a policy whereby contracts and business arrangements
with our officers, directors or stockholders, entities they own in whole or in
part, or entities for whom they serve as officers, directors, trustees or
members must be on an arm's-length basis and approved by the board of directors.
Our articles of organization and by-laws require approval of the contract or
transaction by a majority of the independent directors who have no interest in
the contract or transaction.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND OUR DIRECTORS AND MANAGEMENT

The following table provides information regarding the beneficial
ownership of our outstanding common stock as of March 19, 2001 by:

o each person or group that we know owns more than 5% of the common
stock,

o each of our directors,

o each of our named executive officers, and

o all of our directors and named executive officers as a group.

Beneficial ownership is determined under rules of the SEC and
includes shares over which the indicated beneficial owner exercises voting
and/or investment power. Shares of common stock that we may issue upon the
exercise of options or warrants currently exercisable or exercisable within 60
days of March 19, 2001 are deemed outstanding for computing the percentage
ownership of the person holding the options or warrants but are not deemed
outstanding for computing the percentage ownership of any other person. Except
as we otherwise indicate, we believe the beneficial owners of the common stock
listed below, based on information furnished by them, have sole voting and
investment power over the number of shares listed opposite their names. Unless
we otherwise indicate, the address for each stockholder below is c/o Telaxis
Communications Corporation, 20 Industrial Drive East, South Deerfield,
Massachusetts 01373.

Shares Issuable Number of Shares
pursuant to Beneficially
Warrants and Owned (Including
Options Exercisable the Number of
within Shares
60 days of shown in the Percentage of Shares
Name of Beneficial Owner March 19, 2001 first column) Outstanding
- ------------------------ -------------- ------------- -----------

SVE Star Ventures Group(1)..................... 0 2,834,216 16.9
Possart Strasse No. 9
81679 Munich, Germany
Dr. Meir Barel(2).............................. 0 2,861,994 17.1
Botti Brown Asset Management, LLC(3)........... 0 1,036,285 6.2
One Montgomery Street, Suite 3300
San Francisco, CA 94104
Donald S. Brown(4)............................. 0 1,036,285 6.2
John D. Botti(5)............................... 0 1,036,285 6.2
Albert E. Paladino............................. 79,164 157,206 *
Carol B. Armitage(6)........................... 4,000 6,000 *
Allan M. Doyle, Jr............................. 22,500 46,341 *
Robert C. Fleming(7)........................... 74,000 86,947 *
David A. Norbury .............................. 6,000 27,111 *
John L. Youngblood............................. 334,573 360,403 2.11
Ransom D. Reynolds............................. 54,842 91,007 *
Mervyn N. FitzGerald(8)........................ 4,216 117,716 *
Dennis C. Stempel.............................. 27,655 30,866 *
David L. Renauld............................... 23,837 25,837 *
All executive officers and directors as a group
(10 persons)................................ 630,787 949,434 5.5

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

(1) Represents (a) 1,111,111 shares held by Star Growth Enterprise, (b) 517,992
shares held by SVE Star Ventures Enterprises No. V, (c) 489,426 shares held
by SVM Star Ventures Management GmbH Nr. 3 ("SVM 3"), (d) 91,963 shares
held by SVE Star Ventures Management GmbH Nr. 3 & Co. Betelligungs KG Nr.

2, and (e) 623,724 shares held by SVE Star Ventures Enterprises No. VII.
SVM 3 manages the investments of these entities. Dr. Meir Barel is the sole
director and principal owner of SVM 3. SVM 3 and Dr. Barel each have the
sole power to vote or direct the vote, and the sole power to dispose or
direct the disposition of, the shares beneficially owned by the entities
listed above. Dr. Barel disclaims beneficial ownership of the shares
beneficially held by those entities, except for his pecuniary interest in
those shares.
(2) Dr. Meir Barel is the sole director and principal owner of SVM 3. SVM 3 and
Dr. Barel each have the sole power to vote or direct the vote, and the sole
power to dispose or direct the disposition of, the shares beneficially
owned by the entities listed in note 1 above. Dr. Barel disclaims
beneficial ownership of the shares beneficially held by those entities,
except for his pecuniary interest in those shares. The shares listed
represent the 2,834,216 shares beneficially held by the Star group
described in note 1 above together with 27,778 shares held in trust for Dr.
Barel by Interstock Anstalt, a Lichtenstein company. Dr. Barel's address is
the same as the address for SVE Star Ventures Group.
(3) The number of shares beneficially held by Botti Brown Asset Management, LLC
is based on information in a Schedule 13G filed on February 8, 2001 by
Botti Brown Asset Management, LLC and written disclosure dated February 13,
2001 from Botti Brown Asset Management, LLC to us. Botti Brown Asset
Management, LLC reported that it is a registered investment adviser whose
clients have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, 1,036,285 shares of our
common stock. It also reported that no individual client's holdings of this
stock are more than five percent of the outstanding shares of our common
stock.
(4) Botti Brown Asset Management, LLC reported that Mr. Brown is a controlling
member. The shares listed represent the 1,036,285 shares beneficially held
by Botti Brown Asset Management, LLC. Mr. Brown's address is the same as
the address of Botti Brown Asset Management, LLC.
(5) Botti Brown Asset Management, LLC reported that Mr. Botti is a controlling
member. The shares listed represent the 1,036,285 shares beneficially held
by Botti Brown Asset Management, LLC. Mr. Botti's address is the same as
the address of Botti Brown Asset Management, LLC.
(6) Ms. Armitage has joint ownership and voting and investment power with her
husband of the 2,000 outstanding shares of our common stock.
(7) Mr. Fleming is a general partner and co-manager of Prism Venture Partners
I, L.P. The shares listed include 74,000 shares that Prism Venture Partners
I, L.P. may acquire upon exercise of warrants and vested options. Mr.
Fleming disclaims beneficial ownership of the shares beneficially held by
Prism Venture Partners I, L.P., except for his pecuniary interest in those
shares. Mr. Fleming's address is c/o Prism Venture Management, Inc., 100
Lowder Brook Drive, Suite 2500, Westwood, MA 02090.
(8) Mr. FitzGerald was our Senior Vice President, Operations until December
2000. Of the shares held by Mr. FitzGerald, 68,500 may be repurchased by
us. See "Material Relationships and Related Party Transactions."

EXECUTIVE COMPENSATION

Summary Compensation. The following table summarizes the compensation
earned for services rendered to us in all capacities during 2000 by our Chief
Executive Officer and our other executive officers who earned more than $100,000
in salary and bonus during 2000. We refer to these executives as our "named
executive officers" elsewhere in this proxy statement. The compensation
summarized in this table does not include medical or other plan benefits that
are available generally to all of our salaried employees or perquisites or other
personal benefits that do not in the aggregate exceed the lesser of $50,000 or
10% of the officer's salary and bonus.

Summary Compensation Table
For 1999 and 2000

Long-Term
Compensation
--------------------------
Annual Compensation Awards
------------------------------------- --------------------------
Restricted Securities
Other Annual Stock Underlying All Other
Name and Salary Bonus Compensation Award(s) Options Compensation
Principal Position Year ($) ($) ($) ($) (#) ($)(a)
- ------------------------------------------------------------------------------------------------------------------------------------

John L. Youngblood.............. 2000 239,609 5,561 0 0 53,580 2,114
President and Chief 1999 221,529 0 0 0 135,000 2,114
Executive Officer
Ransom D. Reynolds.............. 2000 171,010 4,754 0 0 30,990 2,114
Senior Vice President, 1999 156,423 0 0 0 50,000 2,114
Account Management
Mervyn N. FitzGerald(b)......... 2000 176,440 4,531 25,533(c) 0 24,780 114(e)
Vice President, Dallas 1999 53,183 38,464 0 225,000(d) 7,500 48(e)
Wireless Technology and
Design Center
Dennis C. Stempel............... 2000 151,083 2,062 0 0 25,385 2,114
Vice President, Chief 1999 143,987 0 0 0 57,500 2,114
Financial Officer and
Treasurer
David L. Renauld(f)............. 2000 150,491 3,243 0 0 37,750 27,043(g)
Vice President, Legal and 1999 14,819 15,000 0 0 52,500 19(e)
Corporate Affairs, Secretary
and Clerk

- ------------------------
(a) Unless otherwise indicated, amounts in this column consist of matching
amounts of $2,000 contributed by Telaxis to a defined contribution plan for
the named executive officers and premiums on term life insurance of $114
paid by Telaxis.
(b) Mr. FitzGerald became our Senior Vice President, Operations in September
1999.
(c) Represents reimbursement of interest on loan relating to restricted shares.
See "Material Relationships and Related Party Transactions" above.
(d) Represents the dollar value of restricted shares issued to Mr. FitzGerald
in 1999. See "Material Relationships and Related Party Transactions" above.
The value of these 112,500 restricted shares as of December 31, 2000 was
$203,962.50. These shares vested 20% on the date of grant and vest as to an
additional 20% on each anniversary of the date of grant. Dividends will be
paid on these restricted shares as and when dividends are paid on other
outstanding shares of Telaxis' common stock.
(e) Represents premiums on term life insurance paid by Telaxis.
(f) Mr. Renauld became our Vice President, Legal and Corporate Affairs and
Secretary in November 1999.
(g) Represents reimbursement of relocation expenses of $24,929, matching
amounts of $2,000 contributed by Telaxis to a defined contribution plan for
Mr. Renauld, and premiums on term life insurance of $114 paid by Telaxis.

Option Grants in 2000. The following table provides information
regarding all options granted to our named executive officers in 2000. Amounts
reported in the last two columns of the table represent hypothetical values that
the holder could realize by exercising the options immediately before their
expiration, assuming the value of our common stock appreciates at the specified
compounded annual rates over the terms of the options. These numbers are
calculated

based on the SEC's rules and do not represent our estimate of future stock price
growth. Actual gains, if any, on stock option exercises and common stock
holdings will depend on the timing of exercise and the future performance of our
common stock. We may not achieve the rates of appreciation assumed in this
table, and the named executive officers may not receive the calculated amounts.
This table does not take into account any appreciation or depreciation in the
price of our common stock from the date of grant to the current date. The values
shown are net of the option exercise price, but do not include deductions for
taxes or other expenses associated with the exercise.

Option Grants in 2000

Individual Grants Potential
---------------------------------------------------------------- Realizable Value at
Assumed Annual
Number of Percent of Total Rates of Stock Price
Securities Options Appreciation for
Underlying Granted to Exercise Option Term
Options Employees in Price Expiration -----------------------
Name Granted (#) Fiscal Year (%) ($/Share) Date 5% ($) 10% ($)
---- ----------- --------------- --------- ---- ------ -------

John L. Youngblood.................. 12,185 0.81 40.25 4/18/10 308,439 781,645
3,115 0.21 28.50 7/20/10 55,832 141,488
38,280 2.55 1.44 12/19/10 34,667 87,852
Ransom D. Reynolds.................. 4,210 0.28 40.25 4/18/10 106,568 270,064
790 0.05 28.50 7/20/10 14,160 35,883
25,990 1.73 1.44 12/19/10 23,537 59,647
Mervyn N. FitzGerald................ 2,890 0.19 40.25 4/18/10 73,155 185,388
1,595 0.11 28.50 7/20/10 28,588 72,448
20,295 1.35 1.44 12/19/10 18,379 46,577
Dennis C. Stempel................... 1,515 0.10 40.25 4/18/10 38,349 97,184
245 0.02 28.50 7/20/10 4,391 11,128
23,625 1.57 1.44 12/19/10 21,395 54,219
David L. Renauld.................... 2,000 0.13 40.25 4/18/10 50,626 128,296
685 0.05 28.50 7/20/10 12,278 31,114
12,000 0.80 6.83 9/19/10 51,544 130,623
23,065 1.54 1.44 12/19/10 20,888 52,934

All options were granted at fair market value on the date of grant as
determined by our board of directors. The board of directors determined the fair
market value of our common stock based on the trading value of our stock on the
date of grant.

Each of these options with an expiration date of April 18, 2010 or
July 20, 2010 vests over a four-year period, vesting as to 20% of the shares
that may be purchased under the option on the date of grant and as to an
additional 20% on each anniversary of the date of grant until the option has
fully vested. All these options become fully vested upon the occurrence of any
of the following events:

o a merger or consolidation of our company with any other company

o the sale of substantially all of our assets

o the sale of more than 50% of our outstanding stock to an
unrelated person or group

Each of these options with an expiration date of September 19, 2010
or December 19, 2010 vests over a four-year period, vesting as to 25% of the
shares that may be purchased under the option on the first anniversary of the
date of grant and as to 6.25% of the shares that may be purchased under the
option on the first day of each January, April, July and October following the
first anniversary of the date of grant until the option has fully vested. Half
of the unvested options that would have vested on each vesting date become fully
vested upon the occurrence of any of the following events:

o a merger or consolidation of our company with any other company

o the sale of substantially all of our assets

o the sale of more than 50% of our outstanding stock to an
unrelated person or group

All stock options granted to the named executive officers in 2000
terminate on the earliest of:

o three months after the date of termination of the executive's
employment if he ceases to be employed by us except as a result
of his death or disability

o one year after his death or disability

o 10 years from the date of grant

Fiscal Year-End Option Values. The following table provides
information regarding the value of all unexercised options held by the named
executive officers at the end of 2000. The value of unexercised in-the-money
options represents the difference between the fair market value of our common
stock on December 31, 2000 ($1.81) and the option exercise price, multiplied by
the number of shares underlying the option. For purposes of stock option
exercises that occurred before the initial public offering of our common stock
in February 2000, we have assumed the fair market value of our common stock to
be $17.00, the initial public offering price. For purposes of stock option
exercises that occurred after the initial public offering of our common stock in
February 2000, we have assumed the fair market value of our common stock to be
the closing price on the day of exercise.

2000 Aggregated Option Exercises
and Fiscal Year-End Option Values

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

John L. Youngblood...... 0 0 302,736 173,345 201,218 46,798
Ransom D. Reynolds...... 71,665 1,137,893 31,000 87,990 8,130 32,458
Mervyn N. FitzGerald.... 0 0 3,897 28,383 0 7,570
Dennis C. Stempel....... 12,000 192,000 21,352 67,533 8,130 29,950
David L. Renauld........ 1,100 16,063 23,437 65,713 0 8,603

- -------------------------------
(a) For purposes of stock option exercises that occurred before the initial
public offering of our common stock in February 2000, we have assumed the
fair market value of our common stock to be $17.00, the initial public
offering price. For purposes of stock option exercises that occurred after
the initial public offering of our common stock in February 2000, we have
assumed the fair market value of our common stock to be the closing price
on the day of exercise.

Employment Agreements and Change-of-Control Provisions

In January 1994, we entered into an employment agreement with Dr.
Youngblood. In December 2000, we revised the employment agreement with Dr.
Youngblood and entered into employment agreements with Mssrs. Reynolds, Stempel
and Renauld, all having substantially the same terms. Each employment agreement
has an original term of 24 months and then renews automatically on a quarterly
basis, provided that the agreement has not terminated before the renewal date.
The annual compensation for each officer is initially set at an annual base
salary in the following amount: Dr. Youngblood - $255,216, Mr. Reynolds -
$173,264, Mr. Stempel - $157,497, and Mr. Renauld - $153,774. We currently
furnish Dr. Youngblood with a company automobile at our expense. Mssrs.
Reynolds, Stempel and Renauld are entitled to an annual car allowance of $7,800.
Each of Dr. Youngblood and Mssrs. Reynolds, Stempel and Renauld are entitled to
receive severance payments for a minimum of six months and a maximum of 24
months after termination of his employment depending on the circumstances under
which his employment terminates. If we terminate an officer's employment for
cause, he will not be entitled to severance payments. The maximum 24-month
severance period will only apply if we terminate an officer's employment without
cause after we undergo a "change of control" that was not approved by a majority
of our board of directors. A "change of control" is defined in each employment
agreement to include the completion of a merger or consolidation of Telaxis with
any other entity (other than a merger or consolidation in which Telaxis is the
surviving entity and is owned at least 50% collectively by persons who were
stockholders of Telaxis before the transaction), the sale of substantially all
of Telaxis' assets to another entity, any transaction that results in a person
or group holding 50% or more of the combined voting power of Telaxis'
outstanding securities or changes to Telaxis' board of directors that result in
the persons who were either directors on the date of the employment agreement or
their nominated successors no longer comprising a majority of the board.

Under the stock option agreements, a large portion of the unvested
options held by Dr. Youngblood and Mssrs. Reynolds, FitzGerald, Stempel, and
Renauld will vest and become immediately exercisable upon the occurrence of any
of the following events:

o our merger or consolidation with another company,

o the sale of substantially all of our assets to another company

o the sale of more than 50% of our outstanding capital stock to an
unrelated person or group

Director Compensation

We pay all non-employee directors:

o a $10,000 annual retainer for serving on the board

o a $2,000 annual retainer for serving as chairman of a standing
committee of the board

o $1,000 for each board meeting attended in person

o $500 for each committee meeting attended in person

We will also reimburse our non-employee directors for reasonable
expenses incurred in attending meetings of the board of directors and its
committees.

In addition to cash compensation, we intend to grant:

o a non-qualified stock option to purchase 12,000 shares of our
common stock that vests in three equal annual installments
beginning on the date of grant to each new non-employee director
elected or appointed to the board

o a fully vested, non-qualified stock option to purchase 9,000
shares of our common stock to each incumbent non-employee
director immediately following each annual meeting of
stockholders, as long as the director has served at least one
year before the date of the annual meeting and continues to serve
as a director after the meeting

In June 2000, we granted an option to purchase 9,000 shares of our
common stock at $31.28 per share to Dr. Paladino, Mr. Doyle, and Prism Venture
Partners (in lieu of the grant to Mr. Fleming). In April 2000, we granted Dr.
Paladino an option to purchase 2,440 shares of our common stock at $40.25 per
share, in recognition of his active role as chairman of the board of directors
of our company. In July 2000, we granted Dr. Paladino an option to purchase 625
shares of our common stock at $28.50 per share, in recognition of his active
role as chairman of the board of directors of our company. In October 2000, we
granted an option to purchase

12,000 shares of our common stock at $4.50 per share to Ms. Armitage as a newly
appointed director.

Compensation Committee Interlocks and Insider Participation

The board of directors has a compensation committee consisting of
four of our directors-Drs. Paladino and Youngblood and Messrs. Doyle and
Fleming. Dr. Youngblood, our President and Chief Executive Officer, served as a
member of our compensation committee during 2000. Dr. Youngblood participated in
discussions regarding the compensation of our executive officers. None of our
executive officers or members of our board of directors serves as a member of
the board of directors or compensation committee of any other entity that has an
executive officer serving as a member of our board of directors or compensation
committee, except that Dr. Paladino serves as a member of the board of directors
and of the compensation committee of RF Micro Devices, of which Mr. Norbury, one
of our directors, is President and Chief Executive Officer.

Board Compensation Committee Report on Executive Compensation

Overall Policy

Our executive compensation program is designed to be closely linked
to corporate performance and return to stockholders by linking a significant
portion of executive compensation to our success. The overall objectives of this
strategy are to provide competitive salaries necessary to attract and retain the
highest quality talent, to reward performances that accomplish our goals and
priorities, and to provide incentives that link the executive officers'
opportunities for financial reward with that of the stockholders.

The Compensation Committee is responsible for setting and
administering the policies that govern the compensation of our executive
officers. Generally, the three principal components of the compensation program
for executive officers are base salary, bonus and equity-based incentives
(typically stock options), although awards are not necessarily granted in all
three categories every year. In reaching decisions on compensation, the
Compensation Committee also takes into account the full compensation package
provided by Telaxis to the officers, including severance plans, insurance, and
benefits generally available to all employees of Telaxis.

This report addresses our compensation policies as they relate to
compensation reported for 2000.

Salary Administration

The ranges of appropriate base salaries for executives are determined
based in part on analysis of salary data on positions of comparable
responsibility within the telecommunications industry. Salaries of executive
officers are reviewed annually, and any adjustments are made by

evaluating the performance of Telaxis and of each executive officer and taking
into account any change in the executive's responsibilities. Exceptional
performances are generally compensated with performance-related bonuses rather
than raising base salaries, reflecting the Compensation Committee's increasing
emphasis on linking pay to performance criteria.

Bonus Program

Executives are eligible to receive bonuses based on the overall
performance of Telaxis and based on individual achievement. Bonuses are awarded
based upon the recommendation of the Chief Executive Officer and the
Compensation Committee's evaluation of the executive officer's achievement of
his or her goals. In 2000, the Compensation Committee awarded cash bonuses
totaling $14,590 in the aggregate to the named executive officers, other than
Dr. Youngblood. See "Executive Compensation - Summary Compensation Table in 1999
and 2000."

Stock Option Program

Under our active stock plans, we may grant stock options and stock
appreciation rights to any or all of our directors, employees, officers, and
consultants. The Compensation Committee believes that long-term incentive
awards, such as stock options, link the executive's opportunity for financial
reward with that of the stockholders, in that the value of an executive's stock
options increases as the value of the stockholders' stock increases. The
Compensation Committee granted options to executive officers in order to
continue to incentivize the officers towards the achievement of our long-term
goals.

In 2000, the Compensation Committee granted options for 118,905
shares of our common stock in the aggregate to the named executive officers,
other than Dr. Youngblood. See "Executive Compensation - Option Grants in 2000."

Compensation of the Chief Executive Officer

Dr. Youngblood's 2000 base compensation was pursuant to an employment
contract negotiated with Telaxis in 1994 as revised in December 2000. In 2000,
the Compensation Committee elected to increase Dr. Youngblood's base
compensation by approximately sixteen percent (16%). This increase was both a
market adjustment for Dr. Youngblood's salary and a merit increase. The
Compensation Committee's determination of the amount of Dr. Youngblood's bonus
was made after a review of the achievement of Dr. Youngblood's goals for the
year and was based on our 2000 bonus plan in which substantially all of our
employees participated. The Compensation Committee awarded Dr. Youngblood a cash
bonus totaling $5,561 in 2000. See "Executive Compensation - Summary
Compensation Table in 1999 and 2000." Under our active stock plans, Dr.
Youngblood was granted options for 53,580 shares of our common stock in 2000.
See "Executive Compensation - Option Grants in 2000."

Policy Regarding Section 162(m) of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code limits Telaxis' ability
to deduct, for income tax purposes, compensation in excess of $1.0 million paid
to the chief executive officer and the four most highly compensated officers of
Telaxis (other than the chief executive officer) in any year, unless the
compensation qualifies as "performance-based compensation." The Compensation
Committee's policy with respect to Section 162(m) is to make every reasonable
effort to cause compensation to be deductible by Telaxis while simultaneously
providing officers of Telaxis with appropriate rewards for their performance.
The aggregate base salaries and bonuses of each of Telaxis's officers have not
historically exceeded, and are not in the foreseeable future expected to exceed,
the $1.0 million limit, and options under Telaxis' active stock plans are
intended to qualify as performance-based compensation.

Compensation Committee
Albert E. Paladino, Chairman
Allan M. Doyle, Jr.
Robert C. Fleming
John L. Youngblood

STOCK PERFORMANCE GRAPH

The graph below provides an indicator of the cumulative total
shareholder return for our common stock for the period beginning on the date of
the initial public offering of our common stock (February 2, 2000) through the
end of our most recently-completed fiscal year (December 31, 2000), as compared
to the returns of (i) The Nasdaq Stock Market (U.S.) and (ii) the Nasdaq
Electronic Components Stocks Index during the same period. The graph assumes
that $100 was invested on February 2, 2000 in our common stock (at the initial
offering price of $17.00) and in The Nasdaq Stock Market (U.S.) and the Nasdaq
Electronic Components Stocks Index and that, as to the indices, dividends were
reinvested. We have not, since our inception, paid any dividends on our common
stock.

[GRAPHIC-GRAPH PLOTTED TO DATA POINTS LISTED ON NEXT PAGE]

- --------------------------------------------------------------------------------
February 2, 2000 December 31, 2000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Telaxis $100 $10.66
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Nasdaq Stock Market (U.S.) $100 $60.46
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Nasdaq Electronic Components $100 $67.72
- --------------------------------------------------------------------------------

SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Exchange Act now requires our directors and
executive officers and persons who own more than ten percent of our common stock
(collectively, "Reporting Persons") to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of common stock of Telaxis. Each Reporting Person is required by SEC
regulation to furnish us with copies of such Section 16(a) reports. Based on our
records and other information, we believe that all of these filing requirements
were met with respect to our last fiscal year (which ended on December 31,
2000), except that (i) Ms. Armitage was late in filing a Form 4 for the month of
November which reported one transaction and (ii) Mr. Fleming was late in filing
a Form 4 for the month of December which reported one transaction.

INDEPENDENT PUBLIC ACCOUNTANTS

The firm of Pricewaterhouse Coopers LLP, independent certified public
accountants, served as auditors for the fiscal year ended December 31, 2000. We
have selected PricewaterhouseCoopers LLP, independent certified public
accountants, as our auditors for the fiscal year ending December 31, 2001. A
representative of PricewaterhouseCoopers LLP is expected to be present at the
annual meeting, will have the opportunity to make a statement if the
representative desires to do so, and is expected to be available to respond to
appropriate questions.

Audit Fees

The aggregate fees for professional services rendered by
PricewaterhouseCoopers LLP in connection with their audit of our annual
financial statements for 2000 and their review of our interim financial
statements included in our quarterly reports on Form 10-Q for 2000 were
approximately $178,000.

Financial Information Systems Design and Implementation Fees

During 2000, PricewaterhouseCoopers LLP rendered no professional
services relating to the design and implementation of our financial information
systems.

All Other Fees

The aggregate fees for all other services rendered by
PricewaterhouseCoopers LLP to us during 2000 were approximately $554,000,
including approximately $486,000 in fees for services related to our initial
public offering.

SHAREHOLDER PROPOSALS

Any shareholder who wishes to submit a proposal for action to be
included in the proxy statement and form of proxy relating to our 2002 annual
meeting of stockholders is required to submit such proposal to our Clerk at 20
Industrial Drive East, South Deerfield, Massachusetts 01373 on or before
December 13, 2001.

Any shareholder that intends to present a proposal that will not be
included in the proxy statement for our 2002 annual meeting must submit such
proposal to our Clerk at 20 Industrial Drive East, South Deerfield,
Massachusetts 01373 on or before February 26, 2002. Proposals submitted after
that date will be considered untimely.

OTHER MATTERS

The board of directors knows of no other matters that will be
presented for consideration at the annual meeting. If any other matters are
properly brought before the meeting, it is the intention of the persons named in
the accompanying proxy to vote on such matters in accordance with their best
judgment.

By order of the Board of Directors

/s/ David L. Renauld
-----------------------
April 12, 2001 David L. Renauld, Clerk

APPENDIX A

Telaxis Communications Corporation

Audit Committee Charter

Overall Mission
- ---------------

The Audit Committee ("Committee") is a committee of the Board of Directors
("Board"). The committee will assist the Board in fulfilling its oversight
responsibilities by reviewing the financial reporting process, the system of
internal control, the audit process, and the company's process for monitoring
compliance with laws and regulations and with the code of conduct. In performing
its duties, the committee will maintain effective working relationships with the
Board, management, and the external auditors and provide an open avenue of
communication. To effectively perform his or her role, each committee member
will obtain an understanding of the detailed responsibilities of committee
membership as well as the company's business operations and risks.

Organization
- ------------

The Committee shall consist of at least two independent members of the Board (at
least three independent members from and after June 14, 2001). Committee members
and a Committee Chair shall be appointed by the full Board. The Committee shall
meet at least two times per year or more frequently as circumstances require.
The Committee may ask members of management or others to attend the meeting and
provide pertinent information as deemed necessary to conduct it duties. The
Committee shall have the power to conduct or authorize investigations into any
matters within the Committee's scope of responsibilities and to retain
independent counsel, accountants, or others to assist in the conduct of such
investigation.

Roles and Responsibilities
- --------------------------

Internal Control
The Committee shall:

o Evaluate whether management is setting the appropriate tone at the top by
communicating the importance of internal control and ensuring that
management possesses an understanding of their roles and responsibilities;

o Focus on the extent to which the external auditors review computer systems
and applications, the security of such systems and applications, and the
contingency plan for processing financial information in the event of a
system breakdown;

o Gain an understanding of whether internal control recommendations made by
the external auditors have been implemented by management; and

o Ensure that the external auditors keep the Committee informed about any
instances of fraud, illegal acts, or deficiencies in internal control that
they become aware of in performing their role.

Financial Reporting

The Committee shall:

o Review significant accounting and reporting issues, including recent
professional and regulatory pronouncements, and understand their impact on
the financial statements;

o Review the annual financial statements, Management's Discussion and
Analysis, and other sections of the annual report before its release and
determine whether they are complete and consistent with the information
known to the Committee members;

o Pay particular attention to complex and/or unusual transactions and areas
requiring judgment to be made by management;

o Meet with management and the external auditors to review the financial
statements, the quality of the company's accounting principles as applied
to its financial reporting, and the results of the audit; and

o Consider management's handling of proposed audit adjustments identified by
the external auditors.

Interim Financial Statements

The Committee (or the Committee chairperson individually) shall:

o Review the interim financial statements to gain insight into variances
between actual financial results and budgeted or projected results as well
as significant, unusual or complex transactions; and

o Meet with management and the external auditors (either in person or
telephonically) to review the interim financial statements and the results
of the review before its release.

Compliance with Laws and Regulations and with the Code of Conduct

The Committee shall:

o Periodically obtain updates from management and legal counsel regarding
compliance;

o Review findings of any regulatory and compliance agencies including the
Securities and Exchange Commission and the Internal Revenue Service;

o Ensure that a code of conduct is formalized and that employees are made
aware of it; and

o Periodically obtain updates from management and legal counsel regarding
compliance.

External Audit

The Committee shall:

o Review the external auditors' proposed audit scope and approach;

o Review the performance of the external auditors and recommend to the Board
the appointment or discharge of the external auditors; and

o Review and confirm the independence of the external auditors including
obtaining written documentation from the external auditors and having
specific discussions about matters which may impact the external auditors'
objectivity and independence.

Other Responsibilities

The Committee shall:

o Meet with the external auditors and management in separate executive
sessions as appropriate to discuss any matters that the Committee or these
groups believe should be discussed privately;

o Review the policies and procedures in effect for considering officers'
expense and perquisites;

o Perform other oversight functions as requested by the Board;

o Review and reassess the charter at least annually and submit any changes to
the Board for approval; and

o Regularly update the Board about Committee activities and make appropriate
recommendations.

PLEASE MARK VOTES
X AS IN THIS EXAMPLE

REVOCABLE PROXY
TELAXIS COMMUNICATIONS CORPORATION

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints John L. Youngblood and
David L. Renauld, and each or any one of them, as proxies of the undersigned,
with full power of substitution, to represent and vote, as directed below, all
of the shares of stock of Telaxis Communications Corporation (the "Company")
held of record by the undersigned at the close of business on March 19, 2001 at
the Annual Meeting of the Stockholders of the Company to be held on May 16,
2001, or at any adjournment or postponement thereof, with all of the powers the
undersigned would possess if personally present, as follows:

ITEM 1: To vote to elect the following Class II director to hold office until
the annual meeting of stockholders in 2004 and thereafter until her successor
shall be duly elected and qualified or her earlier death, resignation or
removal: Carol B. Armitage

For All
For Withhold Except
[_] [_] [_]

The shares represented by this proxy will be voted as directed. If no
directions are given, the shares represented by this proxy will be voted FOR the
proposal in Item 1.

This proxy also confers authority to vote the shares represented hereby on
whatever other business may properly be brought before the meeting or any
postponement or adjournment thereof. The Board of Directors at present knows of
no other business to be brought before the meeting, but if any other business is
properly brought before the meeting, the shares represented by this proxy will
be voted in accordance with the best judgment of the persons named in this
proxy.

The undersigned hereby revoke(s) all other proxies previously given by the
undersigned in connection with this meeting.

Please sign exactly as your name appears on the stock certificates. If
stock is jointly held, each joint owner should sign. If signing for a
corporation or a partnership, or as attorney or fiduciary, indicate your full
title. If more than one fiduciary is involved, all should sign.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING. PLEASE
SIGN, DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU
PLAN TO ATTEND THIS MEETING. THIS PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS
EXERCISED AND MAY BE WITHDRAWN IF YOU ELECT TO ATTEND THE MEETING AND WISH TO
VOTE IN PERSON.

_________________________________________
Please be sure to sign and date Date
this Proxy in the box below.
________________________________________________________________________________

________Stockholder sign above_________Co-holder (if any) sign above____________

=> Detach above card, sign, date and mail in postage paid envelope provided. =>

TELAXIS COMMUNICATIONS CORPORATION

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PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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