1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by 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 Section 240.14a-11 (c) or Section
240.14a-12

FASTCOMM COMMUNICATIONS CORPORATION
(Name of Registrant as specified in its Charter)

--------------------------------------------------------------
(Name of person Filing proxy Statement, if other than 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) and 0-11.

(1) Title of each class of securities to which the transaction
applies:

(2) Aggregate number of securities to which transaction applies.

(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);

(4) proposed maximum aggregate value of the transaction:

(5) Total fee paid:

[ ] 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:

(2) Form Schedule or Registration No.:

(3) Filing Party:

(4) Date Filed:

FASTCOMM COMMUNICATIONS CORPORATION
45472 HOLIDAY DRIVE
DULLES, VA 20166

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 29, 2000

To The Shareholders Of
FastComm Communications Corporation:

NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of FastComm Communications Corporation, a Virginia corporation
(the "Company" or "FastComm"), will be held on December 29, 2000, at 9:30
a.m. local time, at the Holiday Inn, Holiday Drive, Dulles, Virginia for the
following purposes:

1. To elect five (5) directors of the Company;

2. To consider and act upon a proposal to approve an
amendment to the 1999 Stock Option Plan;

3. To approve and adopt the Company's 2000 Employee
Stock Purchase Plan;

4. To ratify the appointment of BDO Seidman, LLP as
the independent auditors for the Company for the
fiscal year ending April 30, 2001; and

5. To transact such other business as may properly
come before the meeting or any adjournment thereof.

All Shareholders are cordially invited to attend the
meeting, although only Shareholders of record at the close of business on
November 17, 2000, are entitled to notice of and to vote at the meeting.

Shares can be voted at the meeting only if the holder is
present or represented by Proxy. If you do not expect to attend the meeting,
you are urged to date and sign the enclosed proxy and return it in the
accompanying envelope promptly, so that your shares may be voted in accordance
with your instructions and the presence of a quorum may be assured. The prompt
return of your signed proxy, regardless of the number of shares you hold, will
aid the Company in reducing the expense of additional proxy solicitation. The
grant of your proxy does not affect your right to vote in person in the event
you attend the meeting.

By Order of the Board of Directors

MARK H. RAFFERTY,
Secretary

Dulles, Virginia
Dated: November 28, 2000

===============================================================================

YOUR VOTE IS IMPORTANT

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. HOWEVER,
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE REQUESTED TO COMPLETE, SIGN
AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENCLOSED, SELF-ADDRESSED STAMPED ENVELOPE, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND
THE ANNUAL MEETING AND SO DESIRE, YOU MAY REVOKE
YOUR PROXY AND VOTE YOUR SHARES IN PERSON.

===============================================================================

FASTCOMM COMMUNICATIONS CORPORATION
45472 HOLIDAY DRIVE
DULLES, VIRGINIA 20166

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

This Proxy Statement is furnished in connection with the
solicitation of proxies by FastComm Communications Corporation, a Virginia
corporation (the "Company" or "FastComm"), for use at the Annual Meeting of
Shareholders of the Company to be held on December 29, 2000, and at any and
all adjournments of such meeting. The Company will bear the cost of this
solicitation of proxies. Such costs are expected to be nominal.

This Proxy Statement and the accompanying proxy card are being mailed to
Shareholders commencing on or about November 17, 2000.

RECORD DATE; VOTING SECURITIES; QUORUM; BROKER NON-VOTES.

November 17, 2000, has been fixed as the record date for
determination of Shareholders entitled to notice of and to vote at the meeting
or any adjournment thereof. At the close of business on that date, 26,406,530
Common Shares, par value $.01 per share, of the Company were issued and
outstanding. Each Common Share is entitled to one vote on any matter that
properly comes before the meeting. Cumulative voting is not permitted with
respect to the election of directors. The presence in person or by proxy of
the holders of at least a majority of the Common Shares entitled to be voted
at the meeting is required to constitute a quorum. Shares which are present,
or represented by a proxy, at the Annual Meeting will be counted for quorum
purposes regardless of whether the holder of the shares or proxy fails to
specify a choice with respect to any or all of the proposals or whether a
broker with discretionary authority declines to exercise its discretionary
voting authority with respect to any or all of the proposals (known as
"non-votes").

VOTING AND SOLICITATION

Pursuant to regulations of the Securities and Exchange
Commission, boxes and a clear means are provided on the accompanying proxy
card for Shareholders to mark if they wish to withhold authority to vote for
one or more nominees for director, or to vote against or abstain on the other
proposal. With regard to Proposal I, election of directors, applicable
Virginia law provides that, if a quorum is present, directors are elected by a
plurality of the votes cast; that is, the nominee receiving the most votes FOR
is elected. With regard to Proposals II III, and IV, under applicable Virginia
law abstentions as well as non-votes will not be counted in determining votes
cast because Virginia law provides that, if a quorum is present, action on a
matter (other than election of directors) is approved if the votes cast in
favor exceed the votes cast against. Therefore, abstentions and non-voters
have no effect on the votes on these proposals.

REVOCABILITY OF PROXIES

Shareholders who execute proxies retain the right to revoke
them at any time by giving written notice of revocation to the Secretary of
the Company. Unless so revoked, the shares represented by signed proxies
solicited by the Company will be voted in accordance with the instructions
given therein by the Shareholders. Any signed proxy not specifying to the
contrary will be voted FOR the election of the Board of Directors' nominees as
directors referred to in Proposal I and, FOR the ratification of the
appointment of BDO Seidman, LLP as independent auditors for the Company for
the fiscal year 2000 referred to in Proposal IV and for Proposals II and III.
So far as the Company's management is aware, such matters are the only matters
to be acted on at the meeting. As to any other matter which may properly come
before the meeting or any adjournment thereof, the person named in the
accompanying proxy card will vote thereon in accordance with their best
judgment.

SOLICITATION

The Company will bear the entire cost of proxy solicitation,
including the costs of preparing, assembling, printing and mailing this Proxy
Statement, the proxy card and any additional material furnished to
shareholders. Copies of the solicitation materials will be furnished to
brokerage houses, fiduciaries and custodians holding in their names shares of
Common Stock beneficially owned by others, to forward to such beneficial
owners. The Company may reimburse persons representing beneficial owners of
shares for their expenses in forwarding solicitation materials to such
beneficial owners. Original solicitation of proxies by mail may be
supplemented by telephone, telegram or personal solicitation by directors,
officers or other regular employees of the Company. No additional compensation
will be paid to directors, officers or other regular employees for such
services.

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STOCK OWNERSHIP OF MANAGEMENT
AND PRINCIPAL SHAREHOLDERS

At November 17, 2000, there were 26,406,530 shares of Common Stock of the
Company issued and outstanding. As of such date, options to purchase 3,664,263
shares of common Sock were outstanding.

Each holder of shares of Common Stock, but not holders of unexercised options,
is entitled to one vote per share on each matter which may be presented at a
meeting of Shareholders. Cumulative voting is not allowed. Prior to June 9,
1998, FastComm shares were traded publicly on the NASDAQ National Market under
the symbol FSCX. On June 9, 1998, the Company's shares were delisted from the
National Market System. Effective June 16, 1998, the company's shares have
been quoted on the OTC Bulletin Board under the FSCX.OB.

The following table sets forth information regarding ownership of Common Stock
of the Company at October 31, 2000, by each person who is known by management
of the Company to own beneficially more than five percent of the Common stock
(setting forth the address of each such person), by each director, by the
Named Executive Officers of the Company and by all directors and Named
Executive Officers of the Company as a group. Shares issuable on exercise of
warrants or options exercisable within 60 days of October 31 are deemed to be
outstanding for the purpose of computing the percentage ownership of persons
beneficially owning such warrants or options, but have not been deemed to be
outstanding for the purpose of computing the percentage ownership of any other
person. Except as otherwise indicated, the persons indicated below have sole
voting and investment power with respect to the shares indicated as owned by
them except as otherwise stated in the notes to the table.

AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
------------------------------------ ----------------------- ----------------

Peter C. Madsen (1) 2,186,877 (2) 8.14%
Sterling, Virginia

Edward R. Olson (1) 36,666 (3) 0.14%
Reston, Virginia

Thomas G. Amon (1) 102,161 (4) 0.39%
New York, New York

Mark H. Rafferty (1) 409,370 (5) 1.53%
Centerville, Virginia

William A. Grant 197,200 (6) 0.74%
Ashburn, Virginia

Roy Wainwright 149,698 (7) 0.57%
Fairfax, Virginia

Safa Alkateb 262,667 (8) 0.98%
Sterling, Virginia

Darlene Greenhaw 8,632 0.03%
Fairfax, Virginia

Thomas Colligan 403,000 (9) 1.53%
Irvington, Virginia

Kenneth A. Bloom 679,949 (10) 2.87%
Norwalk, Connecticut

All Directors and Named Executive Officers 4,436,220 11.83%
as a Group

1) Director

2) Gives effect to 463,200 options owned by Mr. Madsen exercisable
within 60 days

3) Gives effect to 30,000 options owned by Mr. Olson exercisable within
60 days

4) 6,667 Shares are owned by the Thomas G. Amon Pension and Profit
Sharing Plans. Gives effect to 83,333 options owned by Mr. Amon
exercisable within 60 days

5) Gives effect to 365,950 options owned by Mr. Rafferty exercisable
within 60 days

6) Gives effect to 160,332 options owned by Mr. Grant exercisable within
60 days

7) Gives effect to 62,500 options owned by Mr. Wainwright exercisable
within 60 days

8) Gives effect to 260,667 options owned by Mr. Alkateb exercisable
within 60 days

9) Includes 78,000 shares owned by Mr. Colligan's wife

10) Gives effect to 40,000 options owned by Dr. Bloom exercisable within
60 days

11) Percent of Class based upon 26,406,530 shares outstanding at October
31, 2000

PROPOSAL I

ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)

Each of the five persons listed below has been nominated for
election as a director of the Company to serve until the next Annual Meeting
of Shareholders, or until a successor has been duly elected and qualified. If
so authorized, the persons named in the accompanying proxy will vote for the
election of each nominee. Shareholders who do not wish their shares voted for
a particular nominee may so indicate by striking that nominee's name as
instructed on the proxy card.

The Company has been informed that each nominee is willing
to serve as a director. If any one or more of the nominees should become
unavailable to serve at the time of the Annual Meeting, the shares represented
by Proxy will be voted for the remaining nominees and for any substitute
nominees designated by the incumbent Board of Directors. If no substitute is
designated, the size of the Board may be reduced or votes will be cast
according to the judgment in such matters of the persons voting the proxies.
Each nominee for election as director of the Company is an incumbent. The
Board knows of no reason why any of the nominees will be unavailable to serve.

The following lists the nominees for election as directors
of the Company, including the age of each person as of November 1, 2000, the
positions with the Company or principal occupations of each person, certain
other directorships held and the year each person became a director of the
Company. The number of Common Shares of the Company owned beneficially by each
person at November 1, 2000, is set forth beneath the caption "Stock Ownership
of Management and Principal Shareholders" on Page 4 hereof.

NOMINEES FOR ELECTION AS DIRECTORS
WITH TERMS EXPIRING AT THE 2001 ANNUAL MEETING

Peter C. Madsen, 50, has been President, Chief Executive
Officer and a director of the Company since September 1992. From November 1986
to January 1992, he was an officer of the Newbridge Networks Corporation, a
Canadian telecommunications company, most recently as Vice President and
General Manager, United States Region, and President of Newbridge Networks
Inc., Newbridge Networks Corporation's United States subsidiary. Mr. Madsen
served as a director of Newbridge Networks Corporation from September, 1987
until June, 1998.

Mark Rafferty, 46, has been Vice President, Chief Financial
Officer and Treasurer of the Company since August 1993 and a director of the
Company since March 1998. From August 1992 to August 1993, Mr. Rafferty was
Vice president, Finance at Newbridge Networks Inc. From August 1987 through
August 1992, Mr. Rafferty was Controller of Newbridge Networks Inc.

On September 28, 1999, the Securities and Exchange Commission
entered an order in In the Matter of Peter Madsen and Mark Rafferty, Securities
Exchange Act of 1934 Release No. 41935, making findings that Peter Madsen
("Madsen") and Mark Rafferty ("Rafferty") were each a cause of certain of the
Company's violations of the Exchange Act's periodic reporting, books and
records, and internal control provisions. Messrs. Madsen and Rafferty consented
without admitting or denying the Commission's findings, to the issuance of a
cease and desist order under Exchange Act Sections 13(a), 13(b)(2)(A) and
13(b)(2)(B) and certain rules promulgated thereunder.

Edward R. Olson, 58, has served as a director since January
1989. From 1990 to April 1997, Mr. Olson was the president, Chief Executive
Officer and Chairman of M-C Industries, Inc., a fluid hydraulics equipment
manufacturer. Commencing July 1, 1995, Mr. Olson became a principal in KPMG
Baymark Strategies LLC, an independent consulting firm in a strategic alliance
with KPMG Peat Marwick, LLP. KPMG Baymark Strategies LLC has since become
Dominion Management LLC. Mr. Olson was President and COO of Porta Systems
Corporation from November 1995 to January 1997. Mr. Olson has been Chairman
of S&L Metal products Corporation, Queens, NY for the last five years.

Thomas G. Amon, 53, has served as a director since December
1994. For the past five years, Mr. Amon has been an attorney in private
practice in New York City. Since June 1, 1999, Mr. Amon has been a partner in
the law firm of Sokolow, Dunaud, Mercadier & Carreras, LLP., New York, NY and
Paris, France.

F. Michael Pascoe, 46, has served as a director
since August 2000. From December 1999 to June 2000 Mr. Pascoe was President
and CEO of Pairgain Technologies, a DSL company. From 1986 to 1999, Mr.
Pascoe held various senior management positions at Newbridge Networks
Corporation, a Canadian telecommunications company. Mr. Pascoe
serves as a director of Anda Networks, Mariner Networks and Woodwind
Communications.

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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors held 5 meetings during fiscal year
2000. All directors attended each of the meetings of the Board of Directors.

The Board of Directors has a standing Audit Committee and
Stock Option Committee. The Board of Directors has no Nominating Committee.

The Stock Option Committee, consisting of Messrs. Olson,
Amon and Madsen met 5 times during fiscal 2000. The function of this Committee
is to make recommendations to the Board of Directors regarding Stock Option
Grants to the Company's Employees and Executive Officers.

The Company has an Audit Committee of the Board of Directors
whose members are selected annually by the full Board of Directors. The Audit
Committee currently consists of Mr. Edward Olson, Mr. Michael Pascoe and Mr.
Thomas Amon. Mr. Olson serves as the Committee's Chairperson. The Audit
Committee met four times during the fiscal year ended April 30, 2000.

The Audit Committee operates under a written charter adopted
by the Board of Directors, attached as Exhibit 2. Under the charter, the Audit
Committee shall be comprised of three or more directors, as determined by the
Board of Directors, each of whom shall be an independent director as determined
in accordance with the Company's By-laws and AMEX rules. Notwithstanding the
previous requirement, one director who is not independent as determined in
accordance with the Corporation's By-laws and AMEX rules and is not a current
employee or an immediate family member of an employee, may be appointed to the
Audit Committee, if the Board of Directors under exceptional and limited
circumstances, determines that membership on the Audit Committee by the
individual is required by the best interests of the Company and its
shareholders, and the Board of Directors discloses, in the next annual proxy
statement subsequent to such determination, the nature of the relationship and
the reasons for that determination.

The Board of Directors has determined that Mr. Amon's
membership in the Audit Committee is in the best interests of the Company and
its shareholders due to his long-standing relationship with the Company as its
outside counsel. Furthermore, since the Company's Board of Directors consists
of two employee directors, Mr. Amon and two independent directors, Mr. Amon is
the better choice as the third member of the Audit Committee. Lastly, it is
intended that Mr. Amon will resign from the Audit Committee upon the Company's
gaining an additional independent director to fill the third seat on the Audit
Committee.

AUDIT COMMITTEE REPORT

The Audit Committee of the FastComm Corporation Board of Directors (the
Committee) is composed of two independent directors and one non-independent
director and operates under a written charter adopted by the Board of
Directors. The members of the Committee are Mr. Edward Olson (Chair), Mr.
Michael Pascoe, and Mr. Thomas Amon. The Committee recommends to the Board of
Directors, subject to shareholder ratification, the selection of the
Company's independent accountants.

Management is responsible for the Company's internal controls and the financial
reporting process. The independent accountants are responsible for performing
an independent audit of the Company's consolidated financial statements in
accordance with generally accepted auditing standards and to issue a report
thereon. The Committee's responsibility is to monitor and oversee these
processes.

In this context, the Committee has met and held discussions with management and
the independent accountants. Management represented to the Committee that the
Company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the Committee has reviewed and
discussed the consolidated financial statements with management and the
independent accountants. The Committee discussed with the independent
accountants matters required to be discussed by Statement on Auditing Standards
No. 61 (Communication with Audit Committees).

The Company's independent accountants also provided to the Committee the
written disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Committee discussed
with the independent accountants that firm's independence.

Based upon the Committee's discussion with management and the independent
accountants and the Committee's review of the representation of management and
the report of the independent accountants to the Committee, the Committee
recommended that the Board of Directors include the audited consolidated
financial statements in the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 2000, filed with the Securities and Exchange
Commission.

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8

Mr. Edward Olson, (Chair)
Mr. Michael Pascoe
Mr. Thomas Amon

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR
ELECTION AS DIRECTORS LISTED ABOVE.

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BOARD REPORT ON EXECUTIVE COMPENSATION

The Company does not have a formal compensation committee. Compensation levels
for executive officers are set by the Board of Directors (the "Board") which is
presently comprised of the following individuals: Peter C. Madsen, Thomas G.
Amon, Edward R. Olson and Mark H. Rafferty. Salaries are reviewed annually and
are based on individual performance, the extent of individual responsibility
and comparisons with salaries paid in the industry.

The Company recruits for its executive officer positions from within the
communications industry. In most instances, the source company is significantly
larger than the Company. It is the policy of the Board of Directors of FastComm
to hire executive officers at levels below that of their current salaries along
with a stock option package which is intended to make up for the
differentiation and to provide a performance incentive. The Company feels that
stock options are an attractive benefit in that they enhance performance and
loyalty at little cost.

The Board establishes compensation levels based on experience and
responsibility.

The Board granted six executive officers options during fiscal year 2000. Four
of these grants were determined by the individuals' performance, responsibility
and seniority. The remaining grants were a condition of employment.

The Board adheres to a policy of granting options to executive officers based
upon performance and responsibility. In addition, the Board also considers the
relative importance of the job function being performed and the number of
options currently held by the executive officer.

/s/ Peter C. Madsen, /s/ Mark Rafferty,/s/ Thomas G. Amon, /s/ Edward R. Olson

DIRECTOR'S COMPENSATION

Directors receive no cash compensation for their services as
such, however, the Board of Directors has authorized payment of reasonable
expenses incurred by non-employee directors in connection with attendance at
meetings of the Board of Directors. Further, members of the Company's Board of
Directors are granted options to purchase common shares pursuant to the
Company's 1999 Stock Option Plan. During fiscal year 2000, the Company granted
options to purchase 30,000 shares to both Edward R. Olson and Thomas G. Amon.
After the end of fiscal year 2000, the Board granted Mr. Amon options to
purchase an additional 50,000 Shares of Common Stock for his professional
assistance in the acquisition of Cronus. The Chairman of the Board receives no
compensation for serving in such capacity.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Article 10 of the Virginia Stock Corporation Act, the
Company can indemnify its directors and officers against liabilities they may
incur in such capacities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act"). The Company's Bylaws provide that the
Company will identify its directors and officers to the fullest extent
permitted by law and require the Company to advance litigation expenses upon
receipt by the Company of an undertaking by the director or officer to repay
such advances if it is ultimately determined that the director or officer is
not entitled to indemnification. The Bylaws further provide that rights
conferred under such Bylaws do not exclude any other right such persons may
have or acquire under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise.

The Company's Certificate of Incorporation provides that,
pursuant to Virginia Law, its directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty of care to the Company and
its shareholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Virginia Law. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Company or its shareholders, for acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Virginia law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

The Company has entered into agreements to indemnify its
directors and certain of its officers in addition to the indemnification
provided for in the Certificate of Incorporation and Bylaws. These agreements,
among other things, indemnify the Company's directors and certain of its
officers for certain expenses (including attorneys' fees), judgments, fines
and settlement amounts incurred by such person in any action or proceeding,
including any action by or in the right of the Company, on account of services
as a

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director or officer of the Company, or as a director or officer of any other
company or enterprise to which the person provides services at the request of
the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the year, Peter C. Madsen, Edward R. Olson, Thomas G. Amon and Mark
Rafferty, as directors, participated in deliberations of the Company's Board of
Directors concerning executive officer compensation and stock option grants,
including their own. Other than the foregoing, none of such directors was
party to any reportable interlock or participation during fiscal year 2000.

SHAREHOLDER RETURN PERFORMANCE GRAPH

The following graph compares the yearly percentage change in the cumulative
total shareholder return on the Company's Common Stock with that of the
cumulative total return of the NASDAQ Stock Market - US Index ("NASDAQ STOCK
MRKT - US") and the NASDAQ Telecommunications Index ("NASDAQ TELECOM") for the
five year period ended on April 30, 2000. The information below is based on an
investment of $100, on April 30, 1995, in the Company's Common Stock, the
NASDAQ STOCK MRKT - US and the NASDAQ TELECOM. The Company's Management
consistently cautions that the stock price performance shown in the graph
below should not be considered indicative of potential future stock price
performance.

11
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG FASTCOMM COMMUNICATIONS CORPORATION,
THE NASDAQ STOCK MARKET (U.S.) INDEX,
THE NASDAQ TELECOMMUNICATIONS INDEX AND A PEER GROUP

COMPARISON GRAPH

FASTCOMM COMMUNICATIONS NASDAQ STOCK MARKET NASDAQ
CORPORATION PEER GROUP (U.S.) TELECOMMUNICATIONS
----------------------- ----------------- ------------------- ------------------

4/95 $ 100.00 $ 100.00 $ 100.00 $ 100.00
4/96 304.35 68.07 142.55 137.15
4/97 86.96 40.90 150.90 123.63
4/98 32.06 124.12 225.63 235.33
4/99 18.48 55.24 309.24 415.42
4/00 63.04 168.96 470.70 485.09

* $100 invested on 4/30/95 in stock or index -- including reinvestment of
dividends. Fiscal year ending April 30.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth information regarding compensation paid by the
Company to the seven named executives (the "Named Executive Officers") for
services furnished in all capacities to the Company during the fiscal year
ended April 30, 2000, as well as such compensation paid by the Company to the
Named Executive Officers during the Company's two previous fiscal years.

LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------------------------- ----------------
SHARES OF
OTHER ANNUAL COMMON STOCK
COMPENSATION UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($)(1) OPTIONS
- ----------------------------------------------------------------------------------------------------------------

Peter C. Madsen (2) 2000 100,000 - 7,600 200,000
President, CEO and Chairman 1999 96,154 - 7,320 20,000
of the Board of Directors 1998 98,077 - 7,320 -

Mark H. Rafferty (3) 2000 130,000 - 7,300 233,334
Vice President and 1999 125,000 - 8,075 20,000
Chief Financial Officer 1998 116,732 - 8,075 -

Safa Alkateb (4) 2000 105,000 - - 100,000
Vice President - 1999 89,192 - - 47,000
Engineering

William A. Grant (5) 2000 175,000 - 6,000 65,000
Vice President- 1999 167,983 - 6,000 35,000
Global Sales 1998 64,098 30,000 3,000 100,000

Kennenth A. Bloom (6) 2000 100,000 - - -
Vice President- 1999 8,333 - - 120,000
Mainframe Networking

Roy Wainwright 2000 8,100 - - 125,000
Executive Vice President
- 80,000
Darlene Greenhaw 2000 9,375 -
Vice President-Sales

1) Automobile benefit.

2) At April 30, 2000, Mr. Madsen held 1,723,677 restricted shares of Common
Stock with a market value of $6,248,329 at that date.

3) At April 30, 2000, Mr. Rafferty held 43,420 restricted shares of Common
Stock with a market value of $157,398 at that date.

4) At April 30, 2000, Mr. Alkateb held 2,000 restricted shares of Common
Stock with a market value of $7,250 at that date.

5) At April 30, 2000, Mr. Grant held 36,667 restricted shares of Common
Stock with a market value of $132,918 at that date.

6) At April 30, 2000, Dr. Bloom held 719,149 restricted shares of Common
Stock with a market value of $2,606,915 at that date.

FISCAL 2000 OPTION GRANTS

The following table sets forth information concerning grants of stock options
to the Named Executive Officers and Directors made pursuant to the Company's
1999 Stock Option Plan during the fiscal year ended April 30, 2000:

Stock Option Grants in Fiscal Year 2000

INDIVIDUAL GRANTS

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

Peter C. Madsen 200,000 10.21% $1.03 8/2/04 $57,000 $129,600

Mark H. Rafferty 150,000 7.66% $1.03 8/2/04 $42,750 $97,200

Mark H. Rafferty 83,334 4.26% $0.69 9/9/04 $15,883 $35,834

Darlene Greenhaw 80,000 4.09% $3.50 4/11/05 $77,360 $176,000

Roy Wainwright 125,000 6.38% $3.50 4/11/05 $120,875 $275,000

Thomas G. Amon 30,000 1.53% $1.03 8/2/04 $8,550 $19,440

Edward R. Olson 30,000 1.53% $1.03 8/2/04 $8,550 $19,440

William A. Grant 40,000 2.04% $1.03 8/2/04 $11,400 $25,920

William A. Grant 25,000 1.28% $0.73 10/27/04 $5,000 $11,500

Safa Alkateb 40,000 2.04% $1.03 8/2/04 $11,400 $25,920

Safa Alkateb 60,000 3.06% $0.73 10/27/04 $12,000 $27,600

The exercise price of each option may not be less than 100% of the fair market
value of the stock on the date of the grant for incentive options or 85% of
such fair value for non-qualified stock options, as determined by the Board of
Directors. The vesting period is determined by the Board of Directors. Options
expire five years from the date of grant and, in most cases, upon termination
of employment.

FISCAL YEAR 2000 AGGREGATE OPTION EXERCISES AND YEAR-END OPTION VALUES

The following table sets forth information concerning each exercise of stock
options during the fiscal year ended April 30, 2000 by each of the Named
Executive Officers and Directors and the fiscal year-end value of unexercised
options held by such persons:

Shares Value of
Underlying Unexercised
Unexercised in-the-money
Options at Options at
Fiscal Year- Fiscal Year-
Shares Value End (#) End ($)
Aquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
- ----

Peter C. Madsen - - 206,666 13,334 $540,098 $42,202

Thomas G. Amon 6,666 10,266 30,000 10,000 - $12,050

Edward R. Olson - - 33,333 16,667 $24,851 $42,199

Mark H. Rafferty - - 181,666 96,668 $410,348 $286,787

Roy Wainwright - - - 125,000 - $15,625

Darlene Greenhaw - - - 80,000 - $10,000

Thomas Colligan 62,500 23,988 - - - -

Kenneth A. Bloom - - 40,000 80,000 $93,000 $186,000

William A. Grant - - 143,332 56,668 $303,214 $109,853

Safa Alkateb - - 180,111 63,556 $401,069 $138,922

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company paid the law firm of Sokolow, Dunaud, Mercadier and Carreras LLP
$153,045 in the fiscal year ended April 30, 2000. Thomas G. Amon, a Director
of the Company since December 1994, is a partner in this law firm.

During fiscal year 2000, the Company loaned $50,000, under normal terms and
conditions, to one of its senior officers.

The terms of the transactions described above were negotiated at arms length
such that the terms were as favorable to the Company as could have been
obtained from an unaffiliated third party.

The Company has entered into separate indemnification agreements with each of
its directors and executive officers that may require the Company, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers.

PROPOSAL II

APPROVAL OF AN AMENDMENT TO THE 1999 STOCK OPTION PLAN
(ITEM 2 ON PROXY CARD)

GENERAL

At the Annual Meeting, the shareholders are being asked to
approve amendments (Option Plan Amendments) to the Company's 1999 Stock Option
Plan (1999 Plan) to increase the number of shares of Common Stock reserved for
issuance thereunder to 3,500,000 shares and make changes in the 1999 Plan
necessary to comply with applicable state securities law.

The 1999 Plan was adopted by the Board of Directors on July
26, 1999 and by the Company's shareholder's at the 1999 Annual Meeting.

The following is a summary of the principal features of the
1999 Plan. The summary, however, does not purport to be a complete description
of all the provisions of the 1999 Plan. Any shareholder of the Company who
wishes to obtain a copy of the actual plan document may do so upon written
request to the Chief Financial Officer at the Company's principal executive
offices in Dulles, Virginia.

EQUITY INCENTIVE PROGRAMS

The 1999 Plan is comprised of three separate equity
incentive programs: (i) a Discretionary Option Grant program under which
eligible individuals in the Company's employ or service may, at the discretion
of the Plan Administrator, be granted options to purchase shares of Common
Stock, (ii) a Stock Issuance program under which such individuals may, in the
Plan Administrator's discretion, be issued stock directly through the purchase
of such shares or as a bonus tied to the performance of services or the
attainment of financial milestones and (iii) an Automatic Option Grant Program
under which eligible non-employee Board members will automatically receive
option grants to purchase shares of Common Stock at designated intervals over
their period of Board service.

ADMINISTRATION

The Stock Option Committee of the Board (the "Committee")
administers the Discretionary Option Grant and Stock Issuance programs.
However, one or more additional Board committees may be appointed to
administer those programs with respect to certain designated classes of
individuals in the Company's service. The term "Plan Administrator" as used in
this summary will mean the Compensation Committee and any other appointed
committee acting within the scope of its administrative authority under the
1999 Plan. Administration of the Automatic Option Grant Program is
self-executing in accordance with the express provisions of that program, and
no Plan Administrator exercises any discretion with respect to such program.

SHARE RESERVE

A total of 1,500,000 shares of Common Stock have been
reserved for issuance over the term of the 1999 Plan. Such share reserve is in
addition to the shares of Common Stock reserved for issuance under the 1992
Plan, and share issuances under the 1992 Plan will have no effect upon the
number of shares of Common Stock which remain available for issuance under the
1999 Plan.

Should an option expire or terminate prior to exercise in
full, the shares subject to the portion of the option not so exercised will be
available for subsequent issuance under the 1999 Plan. Unvested shares issued
under the 1999 Plan and subsequently repurchased by the Company at the original
option or issue price paid per share will be added back to the share reserve
and will accordingly be available for subsequent issuance under the 1999 Plan.
However, shares subject to any options surrendered in connection with
outstanding stock appreciation rights under the 1999 Plan will not be available
for subsequent issuance.

ELIGIBILITY

Officers and other employees of the Company or subsidiaries
(whether now existing or subsequently established), non-employee members of
the Board or the board of directors of any subsidiary corporation and
consultants and independent advisors in the service of the Company or any
parent and subsidiary corporation is eligible to participate in the
Discretionary Option Grant and

Stock Issuance programs. Non-employee members of the Board are also eligible
to participate in the Automatic Option Grant Program.

As of August 10, 2000, approximately 8 executive officers
and 97 other employees were eligible to participate in the Discretionary
Option Grant and Stock Issuance programs, together with three non-employee
Board members who were also eligible to participate in the Automatic Option
Grant Program.

VALUATION

The fair market value per share of Common Stock on any
relevant date under the 1999 Plan will be deemed equal to the closing selling
price per share on that date, as reported on the Nasdaq OTC Bulletin Board. On
August 10, 2000 the closing selling price per share was $2.00.

PURPOSE

The purpose of the 1999 Option Plan is to provide incentive
to eligible employees, consultants and officers whose present and potential
contributions are important to the continued success of the Company, to afford
these individuals the opportunity to acquire a proprietary interest in the
Company, and to enable the Company to enlist and retain qualified personnel
for the successful conduct of its business. The Board of Directors does not
believe that the shares currently available for grant under the 1999 Plan are
sufficient to retain existing employees and attract new employees.

DISCRETIONARY OPTION GRANT PROGRAM

Options may be granted under the Discretionary Option Grant
Program at an exercise price per share not less than eighty-five percent (85%)
of the fair market value per share of Common Stock on the grant date. No
granted option may have a term in excess of ten years.

Upon cessation of service, the optionee has a limited period
of time in which to exercise any of his or her outstanding options to the
extent those options are exercisable for vested shares. The Plan Administrator
has complete discretion to extend the period following the optionee's
cessation of service during which his or her outstanding options may be
exercised and/or to accelerate the exercisability or vesting of such options
in whole or in part. Such discretion may be exercised at any time while the
options remain outstanding, whether before or after the optionee's actual
cessation of service.

The Plan Administrator is authorized to issue two types of
stock appreciation rights in connection with option grants made under the
Discretionary Option Grant Program:

Tandem stock appreciation rights provide the holders with the right
to surrender their options for an appreciation distribution from the Company
equal in amount to the excess of (a) the fair market value of the vested
shares of Common Stock subject to the surrendered option over (b) the
aggregate exercise price payable for those shares. Such appreciation
distribution may, at the discretion of the Plan Administrator, be made in cash
or in shares of Common Stock.

Limited stock appreciation rights may be granted to officers of the
Company as part of their option grants. Any option with such a limited stock
appreciation right may be surrendered to the Company upon the successful
completion of a hostile take-over of the Company. In return for the
surrendered option, the officer is entitled to a cash distribution from the
Company in an amount per surrendered option share equal to the excess of (a)
the take-over price per share over (b) the exercise price payable for such
share.

The Plan Administrator has the authority to effect the cancellation
of outstanding options under the Discretionary Option Grant Program which have
exercise prices in excess of the then current market price of Common stock and
to issue replacement options with an exercise price based on the market price
of Common Stock at the time of the new grant.

The shares subject to each discretionary option grant immediately
vest should any of the following events occur while the optionee continues as
an employee of the Company: an acquisition of the Company by merger or asset
sale or a change in control of the Company effected through a successful
tender or exchange offer for more than 50% of the outstanding voting stock or
through a change in a majority of the Board members by reason of one or more
contested elections for Board membership. In addition, upon the successful
completion of a hostile tender offer for more than 50% of the Company's
outstanding voting stock, each discretionary option grant may be surrendered
to the Company for a cash

distribution per surrendered option share in an amount equal to the excess of
(a) the take-over price per share over (b) the exercise price payable for such
share.

AUTOMATIC OPTION GRANT PROGRAM

Under the Automatic Option Grant program to be in effect under the
1999 Plan, each individual who first becomes a non-employee board member at
any time after the Annual Meeting, whether through appointment by the Board or
election by the Shareholders, automatically is granted at the time of such
initial appointment or election an option grant for 30,000 shares of Common
Stock, provided such individual has not previously been in the Company's
employ. In addition, on the date of each Annual Shareholders Meeting, each
individual who is to continue to serve as a non-employee Board member
automatically is granted an option to purchase 30,000 shares of Common stock,
provided such individual has served as a non-employee Board member for at
least six (6) months. There is no limit on the number of such 30,000 shares of
Common Stock, provided such individual has served as a non-employee Board
member for at least six (6) months. There is no limit on the number of such
30,000 share option grants. In no event, however, may any non-employee Board
member receive any option grants under the Automatic Option Grant program if
such individual owns (directly or indirectly) securities possessing more than
five percent (5%) of the total combined voting power of all classes of stock
of the Company (or any parent or subsidiary) or such person is otherwise
affiliated with, or a representative of, a person or entity that is such a
five percent (5%) shareholder.

Each option is exercisable for one third of the option shares
annually, commencing one year after the date of grant, but any purchased
shares are subject to repurchase by the Company, at the exercise price paid
per share, upon the optionee's cessation of Board service prior to vesting in
those shares. The shares subject to each initial option grant vest (and the
Company's repurchase rights lapse) in three equal annual installments of
one-third each, over the optionee's period of Board service, with the first
such installment to vest upon the completion of one year of Board service
measured from the grant date. Each annual option grant vests (and the
company's repurchase rights lapse) on the day immediately preceding the date
of the Annual Shareholders Meeting held in the year immediately following the
year of the option grant, provided the optionee continues in Board service
through such date.

The shares subject to each automatic option grant immediately vest
should the optionee die or become permanently disabled while a Board member or
should any of the following event occur while the optionee continues in Board
Service: an acquisition of the company by merger or asset sale or a change in
control of the company effected through a successful tender or exchange offer
for more than 50% of the outstanding voting stock or through a change in a
majority of the Board members by reason of one or more contested elections for
Board membership. In addition, upon the successful completion of a hostile
tender offer for more than 50% of the Company's outstanding voting stock, each
automatic option grant may be surrendered to the Company for a cash
distribution per surrendered option share in an amount equal to the excess of
(a) the take-over price per share over (b) the exercise price payable for such
share.

STOCK ISSUANCE PROGRAM

Shares may be sold under the Stock Issuance program at a price per
share not less than eighty-five percent (85%) of fair market value, payable in
case or through a promissory note payable to the Company. Shares may also be
issued solely as a bonus for past services.

The issued shares may either be immediately vested upon issuance or
subject to a vesting schedule tied to the performance of service or the
attainment of performance goals. The Plan Administrator has the discretionary
authority at any time to accelerate the vesting of any outstanding shares
under the Stock Issuance program.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

In the event any change is made in the Company's capitalization upon
any stock split, reverse stock split, stock dividend, combination or
reclassification of Common Stock or any other increase or decrease in the
number of outstanding shares of Common Stock without receipt of consideration
by the Company, appropriate adjustment shall be made in the exercise price of
each outstanding option, the number of shares subject to each option, the
annual limitation on grants to employees, as well as the number of shares
available for issuance under the 1999 Plan. In the event of the proposed
dissolution or liquidation of the Company, each option will terminate unless
otherwise provided by the Board of Directors or its committee.

AMENDMENT AND TERMINATION

The Board of Directors may amend the 1999 Plan at any time or from
time to time or may terminate it without approval of the Shareholders;
provided, however, that shareholder approval is required for any amendment to
the 1999 Plan that increases the number of shares that may be issued under the
1999 Plan, modifies the standards of eligibility, modifies the limitation on
grants to employees described in the 1999 Plan or results in other changes
which would require shareholder approval to qualify options granted under the
1999 Plan as performance-based compensation under Section 162(m) of the
Internal Revenue Code. However, no action by the Board of Directors or
Shareholders may alter or impair any option previously granted under the 1999
Plan. Unless sooner terminated, the 1999 Plan will terminate on October 28,
2009, provided that any outstanding option, SAR, stock purchase right or long
term performance award under the 1999 Plan shall remain outstanding until they
expire by their terms. At such time as the Company has securities listed on
the Nasdaq National Market, or another appropriate market, the Company, may,
without shareholder approval, amend the requirement that options grants or
stock purchase rights not be issued at a price below 85% of the fair market
value of the Common Stock on the date the option or stock purchase right is
granted.

UNITED STATES FEDERAL INCOME TAX INFORMATION

The following is a brief summary of the U.S. federal income tax
consequences of transactions under the 1999 Plan based on federal income tax
laws in effect on the date of this Proxy Statement. This summary is not
intended to be exhaustive and does not address all matters which may be
relevant to a particular optionee based on his or her specific circumstances.
The summary addresses only current U.S. federal income tax law and expressly
does not discuss the income tax laws of any state, municipality, non-U.S.
taxing jurisdiction or gift, estate or other tax laws other than federal
income tax law. The Company advises all optionees to consult their own tax
advisor concerning the tax implications of option grants and exercises and the
disposition of stock acquired upon such exercises, under the 1999 Plan.

OPTION GRANTS

Options granted under the 1999 Plan may be either incentive stock
options which satisfy the requirements of Section 422 of the Code or
non-statutory options which are not intended to meet such requirements. The
Federal income tax treatment for the two types of options differs as follows:

Incentive Options. No taxable income is recognized by the optionee at
the time of the option grant, and no taxable income is generally recognized at
the time the option is exercised. The optionee will, however, recognize
taxable income in the year in which the purchase shares are sold or otherwise
made the subject of disposition. For Federal tax purposes, dispositions are
divided into two categories: (i) qualifying and (ii) disqualifying. A
qualifying disposition occurs if the sale or other disposition is made after
the optionee has held the shares for more than two years after the option
grant date and more than one year after the exercise date. If either of these
two holding periods is not satisfied, then a disqualifying disposition will
result.

If the optionee makes a disqualifying disposition of the purchased
shares, then the Company will be entitled to an income tax deduction, for the
taxable year in which such disposition occurs, equal to the excess of (i) the
fair market value of such shares on the option exercise date over (ii) the
exercise price paid for the shares. In no other instance will the Company be
allowed a deduction with respect to the optionee's disposition of the
purchased shares.

Non-Statutory Options. No taxable income is recognized by an optionee
upon the grant of a non-statutory option. The optionee will generally
recognize ordinary income, in the year in which the option is exercised, equal
to the excess of the fair market value of the purchased shares on the exercise
date over the exercise price paid for the shares, and the optionee will be
required to satisfy the tax withholding requirements applicable to such
income.

If the shares acquired upon exercise of the non-statutory option are
unvested and subject to repurchase by the Company in the event of the
optionee's termination of service prior to vesting in those shares, then the
optionee will not recognize any taxable income at the time of exercise but
will have to report as ordinary income, as and when the Company's repurchase
right lapses, an amount equal to the excess of (i) the fair market value of
the shares on the date share vest over (ii) the exercise price paid for those
shares. The optionee may, however, elect under Section 83(b) of the Internal
Revenue code to include as ordinary income in the year of exercise of the
option an amount equal to the excess of (i) the fair market value of the
purchased shares on the exercise date over (ii) the exercise price paid for
such shares. If the Section 83(b) election is made, the optionee will not
recognize any additional income as and when the repurchase right lapses.

The Company is entitled to an income tax deduction equal to the
amount of ordinary income recognized by the optionee with respect to the
exercised non-statutory option. The deduction will in general be allowed for
the taxable year of the Company in which such ordinary income is recognized by
the optionee.

ALTERNATIVE MINIMUM TAX

The exercise of an incentive stock option may subject the optionee to
the alternative minimum tax under Section 55 of the Code. The alternative
minimum tax is calculated by applying a tax rate of 25% to alternative minimum
taxable income of joint filers up to $175,000 ($87,500 for married taxpayers
filing separately) and 28% to alternative minimum taxable income above that
amount. Alternative minimum taxable income is equal to (i) taxable income
adjusted for certain items, plus (ii) items of tax preference less (iii) an
exemption amount of $45,000 for joint returns, $33,750 for unmarried
individual returns and $22,500 in the case of married taxpayers filing
separately (which exemption amounts are phased out for upper income
taxpayers). Alternative minimum tax will be due if the tax determined under
the foregoing formula exceeds the regular tax of the taxpayer for the year.

In computing alternative minimum taxable income, shares purchased
upon exercise of an incentive stock option are treated as if they had been
acquired by the optionee pursuant to exercise of a nonstatutory stock option.
As a result, the optionee recognizes alternative minimum taxable income equal
to the excess of the fair market value of the Common Stock on the date of
exercise over the option exercise price. Because the alternative minimum tax
calculation may be complex, optionees should consult their own tax advisors
prior to exercising incentive stock options.

If an optionee pays alternative minimum tax, the amount of such tax
may be carried forward as a credit against any subsequent year's regular tax
in excess of the alternative minimum tax for such year.

THE FOREGOING DOES NOT PURPORT TO BE A COMPLETE SUMMARY OF THE EFFECT
OF FEDERAL INCOME TAXATION UPON HOLDERS OF OPTIONS OR UPON THE COMPANY AND
DOES NOT ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES TO TAXPAYERS WITH SPECIAL
TAX STATUS. IT ALSO DOES NOT REFLECT PROVISIONS OF THE INCOME TAX LAWS OF ANY
MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH AN OPTIONEE MAY RESIDE, AND
DOES NOT DISCUSS ESTATE, GIFT OR OTHER TAX CONSEQUENCES OTHER THAN INCOME TAX
CONSEQUENCES.

RESTRICTIONS ON RESALE

Certain officers and directors of the Company may be deemed to be
"affiliates" of the Company as that term is defined under the Securities Act.
The Common Stock acquired under the 1999 Plan by an affiliate may be reoffered
or resold only pursuant to an effective registration statement or pursuant to
Rule 144 under the Securities Act or another exemption from the registration
requirements of the Securities Act.

STOCK APPRECIATION RIGHTS

An optionee who is granted a stock appreciation right will recognize
ordinary income in the year of exercise equal to the amount of the
appreciation distribution. The Company will be entitled to an income tax
deduction equal to the appreciation distribution for the taxable year in which
the ordinary income is recognized by the optionee.

DIRECT STOCK ISSUANCE

The tax principles applicable to direct stock issuances under the
1999 Plan are substantially the same as those summarized above for the
exercise on non-statutory option grants.

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

The Company anticipates that any compensation deemed paid by it in
connection with disqualifying dispositions of incentive stock option shares or
exercises of non-statutory options granted with exercise prices equal to the
fair market value of the option shares on the grant date will qualify as
performance-based compensation for purposes of code Section 162(m) and will
not have to be taken into account for purposes of the $1 million limitation
per covered individual on the deductibility of the compensation paid to
certain executive officers of the Company. Accordingly, all compensation
deemed paid with respect to those options will remain deductible by the
Company without limitation under Code Section 162 (m).

ACCOUNTING TREATMENT

Option grants or stock issuances with exercise or issue prices less
than the fair market value of the shares on the grant or issue date will
generally result in a compensation expense to the Company's earnings equal to
the difference between the exercise or issue price and the fair market value
of the shares on the grant or issue date. Such expense will be accruable by
the Company over the period that the shares are to vest. Option grants or
stock issuances with an exercise price or issue price equal to 100% of the
fair market value of the shares on the grant or issue date will generally not
result in any charge to the Company's earnings, but the Company must disclose,
in pro-forma statements to the Company's financial statements, the impact
those options would have upon the Company's reported earnings were the value
of those options at the time of grant treated as compensation expense. Whether
or not granted at a discount, the number of outstanding options is a factor
used in determining the Company's earnings per share.

Should one or more optionees be granted stock appreciation rights
which have no conditions upon exercisability other than a service or
employment requirement, then such rights will result in compensation expense
to the Company's earnings.

SHAREHOLDER APPROVAL

The affirmative vote of a majority of the outstanding voting
shares of the Company present or represented and entitled to vote at the
Annual Meeting is required for approval of the amendment to the 1999 Plan to
increase the shares reserved for issuance thereunder to 3,500,000 shares.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL II

PROPOSAL III

ADOPTION OF THE 2000 EMPLOYEE STOCK PURCHASE PLAN
(ITEM 3 ON THE PROXY CARD)

At the Annual Meeting, the shareholders are being asked to approve and
adopt the Company's 2000 Employee Stock Purchase Plan ("2000 SP Plan"), a copy
of which is annexed hereto as Exhibit 1 in substantially the same form as will
be distributed to employees of the Company, and to approve the reservation of
500,000 shares of Common Stock for issuance thereunder. The following is a
summary of the principal features of the 2000 SP Plan. The summary does not
purport to be a complete description of all of the provisions of the 2000 SP
Plan. Please refer to Exhibit 1 for a full description of the 2000 SP Plan.

General

The 2000 SP Plan was adopted by the company's Board of Directors in
February 2000. A total of 500,000 shares of Common Stock have been reserved for
issuance thereunder. No Shares have been issued to date.

The 2000 SP Plan, which is intended to qualify under Section 423 of the
United States tax code, contains a twelve-month offering period with consecutive
six-month purchase periods. The offering periods generally start on the first
trading day on or after May 1 and November 1 of each calendar year, except for
the first offering period which commences on the first trading day on or after
the effective date of this offering.

The 2000 SP Plan permits participants to purchase Common Stock through
payroll deductions of up to 10% of the participant's compensation. Compensation
is defined as the participant's base straight time gross earnings and
commissions but is exclusive of payments for overtime, shift premium payments,
incentive compensation, incentive payments, bonuses and other compensation. The
maximum number of shares a participant may purchase during a single purchase
period is limited to $25,000 worth.

Amounts deducted and accumulated by the participant are used to
purchase shares of Common Stock at the end of each purchase period. The price of
stock purchased under the 2000 SP Plan is generally 85% of the lower of the fair
market value of the Common Stock at the beginning of the offering period or at
the end of the purchase period. Participants may end their participation at any
time during an offering period, and they will be paid their deductions to date.
Participation ends automatically upon termination of employment with the
Company.

Eligibility

Employees are eligible to participate if they are customarily employed
by the Company or any participating subsidiary for at least 20 hours per week
and more than five months in any calendar year. However, any employee who
immediately after grant owns stock possessing 5% or more of the total combined
voting power or value of all classes of the Company's capital stock may not be
granted an option to purchase stock under the 2000 SP Plan. Employees'
participation in this plan and any other stock purchase plans may not exceed an
aggregate of $25,000 per calendar year.

Transfers/Adjustments on Changes in Capitalization

Rights granted under the 2000 SP Plan are not transferable by a
participant other than by will, the laws of descent and distribution, or as
otherwise provided under the 2000 SP Plan.

In the event any change is made in the Company's capitalization upon
any stock split, stock dividend, combination or reclassification of Common
Stock, or any other increase or decrease in the number of outstanding shares
of Common Stock without receipt of consideration by the Company, appropriate
adjustment shall be made to the exercise price of each outstanding option, the
number of shares subject to each option and the annual limitation on grants to
employees.

In the event of the proposed dissolution or liquidation of the
Company, the offering period then in progress will be shortened by setting a
new exercise date on which each employee's options will be automatically
exercised, unless the employee has withdrawn form the offering period, and the
offering period will terminate immediately prior to the consummation of the
proposed dissolution or liquidation, unless otherwise provided by the Board of
Directors.

In the event of merger with or into another corporation or a sale of
substantially all of the Company's assets, the 2000 SP Plan provides that each
outstanding option may be assumed or substituted for by the successor
corporation. If the successor corporation refuses to assume or substitute for
the outstanding options, the offering period then in progress will be
shortened and a new exercise date will be set.

Amendment and Termination

The Board of Directors may amend or terminate the 2000 SP Plan at any
time and for any reason without approval of the shareholders. However, no action
by the Board of Directors may alter or impair any option previously granted
under the 2000 SP Plan. Unless sooner terminated, the 2000 SP Plan will
terminate automatically on the tenth anniversary of its adoption by the Board of
Directors, unless terminated earlier.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL III

PROPOSAL IV

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(ITEM 4 ON PROXY CARD)

The Board of Directors has appointed BDO Seidman, LLP as
independent certified public accountants to examine the financial statements
of the Company for the fiscal year ending April 30, 2001, and to perform other
appropriate accounting services.

A proposal will be presented at the meeting to ratify the
Board's appointment of BDO Seidman, LLP as the Company's independent certified
public accountants. If the appointment is not ratified by the shareholders
represented at the meeting, the Board of Directors may reconsider its
recommendation. One or more representatives of BDO Seidman, LLP are expected
to be present at the Annual Meeting and have an opportunity to make a
statement and/or respond to appropriate questions from shareholders.

SHAREHOLDER APPROVAL

The affirmative vote of a majority of the outstanding shares
of the Company present or represented and entitled to vote at the Annual
Meeting is required for ratification of the selection of BDO Seidman LLP to
serve as the Company's independent auditors for the fiscal year ended April
30, 2001.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL IV.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC") and with the National Association of Securities Dealers, Inc. Automated
Quotations (NASDAQ) system. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Forms 5 were required for those persons, the Company believes that during
its fiscal year ended April 30, 2000, all filing requirements applicable to
its officers, directors and greater than 10% beneficial owners were complied
with, except for one report regarding a stock option exercise filed late by
Mr. Amon.

OTHER BUSINESS

The Board of Directors of the Company knows of no other business
which may come before the meeting. However, if any additional matters are
properly presented at the meeting, it is intended that the persons named in
the enclosed proxy, or their substitutes, will vote such proxy in accordance
with their judgment on such matters.

SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS

Under the present rules of the SEC, the deadline for
shareholders to submit proposals to be considered for inclusion in the Company's
Proxy Statement for next year's Annual Meeting of Shareholders is May 20, 2001.
Such proposals may be included in next year's Proxy Statement if they comply
with certain rules and regulations promulgated by the SEC.

In addition, the proxy solicited by the Board of Directors
for next year's Annual Meeting of Shareholders will confer discretionary
authority to vote on any shareholder proposal presented at that meeting,
unless the Company is provided with notice of such proposal no later than June
30, 2001.

ANNUAL REPORT TO SHAREHOLDERS

The Annual Report to shareholders for the fiscal year ended
April 30, 2000, including audited consolidated financial statements for the year
then ended, which includes the Company's Annual Report on Form 10-K as filed
with the Securities and Exchange Commission will be provided to any shareholder
requesting such, free of charge, from Mark Rafferty, CFO, 45472 Holiday Drive,
Dulles, VA 20166. Copies of this report and other reports which the Company has
filed under the Securities Exchange Act of 1934 are also available on EDGAR at
the website of the Securities and Exchange Commission at www.sec.gov. The Annual
Report is not incorporated in the Proxy Statement and is not to be considered a
part of the soliciting materials.

FASTCOMM COMMUNICATIONS CORPORATION
The Board of Directors

Dulles, Virginia,
November 28, 2000

FORM OF PROXY

The undersigned hereby appoints Peter C. Madsen and Mark H. Rafferty, and each
or any of them, proxy for the undersigned, with power of substitution to vote
all the shares of Common Stock of FastComm Communications Corporation held of
record by the undersigned on November 17, 2000, at the Annual Meeting of
Shareholders to be held at 9:30 a.m., December 29, 2000, and at any adjournments
thereof, upon the matters designated on the other side and as more fully set
forth in the Proxy Statement and for the transaction of such business as may
properly come before the meeting.

This proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
proposals 2 , 3 and 4.

============================================================ ========================================================

1. ELECTION OF DIRECTORS FOR ONE YEAR TERMS INSTRUCTIONS: To withhold authority to vote for any
EXPIRING AT THE 2001 ANNUAL MEETING: individual nominee, write each such nominee's name in
the following space:
FOR Nominee:
Peter C. Madsen --------------------------------------------------------
Edward R. Olson
Mark Rafferty
Thomas G. Amon
F. Michael Pascoe

- ------------------------------------------------------------ --------------------------------------------------------
2. PROPOSAL TO ADOPT AMENDMENT TO 1999
STOCK OPTION PLAN

FOR AGAINST ABSTAIN
- ------------------------------------------------------------ --------------------------------------------------------
3 PROPOSAL TO ADOPT 2000 EMPLOYEE STOCK
PURCHASE PLAN

FOR AGAINST ABSTAIN
- ------------------------------------------------------------ --------------------------------------------------------
4. PROPOSAL TO APPROVE THE APPOINTMENT OF
BDO SEIDMAN, LLP. AS THE INDEPENDENT
AUDITORS FOR THE COMPANY

FOR AGAINST ABSTAIN
- ------------------------------------------------------------ --------------------------------------------------------
5. In their discretion, the Proxies are
authorized to vote upon such other
business as may properly come before the
meeting.
- ------------------------------------------------------------ --------------------------------------------------------
Please sign exactly as name appears. When shares are held
by joint tenants, both should sign. When signing in a
representative capacity, please give full title as such.
If a corporation, please sign in corporation's name by
President or other authorized person. PLEASE MARK, SIGN,
DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
============================================================ ========================================================

SIGNATURE(S)_________________________ SIGNATURE(S)_________________________ DATE______