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:

[X] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[ ] 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 _________, 2001

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 _________, 2001, 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 amend the Articles of
Incorporation to increase the number of authorized shares of Common
Stock in the Company;

3. To consider and act upon a proposal to amend the Articles of
Incorporation to create a class or series of Preferred Stock;

4. To ratify the appointment of BDO Seidman, LLP as the independent
auditors for the Company for the fiscal year ending April 30, 2002; 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 August 14, 2001, 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: __________, 2001

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, VA 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 __________, 2001, 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 September ___, 2001.

Record Date; Voting Securities; Quorum; Broker Non-Votes.

August 14, 2001, 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, 29,314,199 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. Virginia law also provides that Proposals II and
III, which will be voted on separately require approval of two-thirds of
shares issued and outstanding.

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 amendments to the Company's Articles of
Incorporation referred to in proposals II and III and for ratification of the
appointment of BDO Seidman, LLP as independent auditors for the Company for
the fiscal year 2002 referred to in Proposal IV. 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.

STOCK OWNERSHIP OF MANAGEMENT
AND PRINCIPAL SHAREHOLDERS

At August 14, 2001, there were 29,314,199 shares of Common Stock of the
Company issued and outstanding. As of such date, options to purchase 3,383,131
shares of common Stock 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 August ___, 2001, 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 August ___, 2001
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 of
Name and Address of Beneficial Owner Beneficial Ownership Percent of Class
- ------------------------------------ -------------------- ----------------

Peter C. Madsen (1)................... 2,210,510 (2) 7.49%
Sterling, Virginia
Edward R. Olson (1)................... 80,000 (3) 0.27%
Reston, Virginia
Thomas G. Amon (1).................... 148,854 (4) 0.51%
New York, New York
Mark H. Rafferty (1).................. 379,531 (5) 1.29%
Centerville, Virginia
William A. Grant...................... 234,000 (6) 0.80%
Ashburn, Virginia
Roy Wainwright........................ 212,198 (7) 0.73%
Fairfax, Virginia
Safa Alkateb.......................... 255,834 (8) 0.87%
Sterling Virginia
Darlene Greenhaw...................... 40,000 (9) 0.14%
Fairfax, Virginia
Michael Harmon........................ 20,000 (10) 0.07%
Damascus, Maryland

F. Michael Pascoe (1)................. 16,667 (11) 0.06%
Toronto, Ontario, Canada
George Glass
Ashburn, Virginia..................... 13,965 (12) 0.05%
Kenneth A. Bloom
Norwalk, Connecticut.................. 669,949 (13) 2.30%
All Named Officers and Directors as a --------- -----
group................................. 4,281,508 14.57%

- ---------------
1) Director
2) Gives effect to 450,000 options owned by Mr. Madsen exercisable within 60
days
3) Gives effect to 73,334 options owned by Mr. Olson exercisable within 60
days
4) Gives effect to 126,667 options owned by Mr. Amon exercisable within 60
days
5) Gives effect to 366,111 options owned by Mr. Rafferty exercisable within 60
days
6) Gives effect to 197,333 options owned by Mr. Grant exercisable within 60
days
7) Gives effect to 125,000 options owned by Mr. Wainwright exercisable within
60 days
8) Gives effect to 253,834 options owned by Mr. Alkateb exercisable within 60
days
9) Gives effect to 40,000 options owned by Ms. Greenhaw exercisable within 60
days
10) Gives effect to 20,000 options owned by Mr. Harmon exercisable within 60
days
11) Gives effect to 16,667 options owned by Mr. Pascoe exercisable within 60
days
12) Gives effect to 8,632 options owned by Mr. Glass exercisable within 60 days
13) Gives effect to 80,000 options owned by Dr. Bloom exercisable within 60
days
14) Percent of Class based upon _____________ shares outstanding at August,
2001

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 September 1, 2001, 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 August , 2001, is set forth beneath the caption "Stock Ownership of
Management and Principal Shareholders" on Page _ hereof.

NOMINEES FOR ELECTION AS DIRECTORS
WITH TERMS EXPIRING AT THE 2002 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 H. 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 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 hereunder.

Edward R. Olson, 60, has served as a director since January 1989. Mr. Olson
has served as President and Chief Executive Officer of Woods Equipment Company
since February 2001 and as Chairman since November 2000. Mr. Olson has also
served as President and Chief Executive Officer of Ed Olson Consulting Group,
Ltd. since 1993. Additionally, he has served as Principal of Dominion
Management LLC and its predecessor KPMG Baymark Strategies LLC since 1995. Mr.
Olson was President and Chief Operating Officer of Porta Systems Corporation
from 1995 to 1997 and President and Chairman of M-C Industries from 1990 to
1997. Mr. Olson is a director of Dynamic Metal Forming, Inc. and S&L Metal
Products Corporation.

F. Michael Pascoe, 49, 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 equipment manufacturer. Mr. Pascoe serves as a director of
Anda Networks and Mariner Networks.

Thomas G. Amon, 54, 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 located in New York, NY and Paris,
France.

On June 2, 1998, the Company filed a voluntary petition for reorganization
under Chapter 11 of the federal bankruptcy laws in the United States
Bankruptcy Court for the Eastern District of Virginia. On March 30, 1999, the
Company's Plan of Reorganization was approved by the Bankruptcy Court and the
Company emerged from Chapter 11. On November 18, 1999, a motion for final
decree was granted and the case was closed.

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

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors held 4 meetings during fiscal 2001. 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 Audit Committee, consisting of Messrs. Olson, Amon and Pascoe met 4
times during fiscal 2001. The function of the Audit Committee is to recommend
the appointment of the independent public accountants, to review the nature
and scope of the services of the independent public accountants, to confer
with the independent public accountants and to review the results of their
audit and the Company's internal controls, and to provide assistance to the
Board of Directors with respect to the corporate and reporting practices of
the Company.

The Stock Option Committee, consisting of Messrs. Olson, Amon and Madsen met
4 times during Fiscal 2001. 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.

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, 2001, filed with the Securities and Exchange
Commission.

/s/ Mr. Edward R. Olson, (Chair)
/s/ Mr. F. Michael Pascoe
/s/ Mr. Thomas G. Amon

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 which is
presently comprised of the following individuals: Peter C. Madsen, Thomas G.
Amon, Edward R. Olson, F. Michael Pascoe 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 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.

The Board granted six executive officers options during fiscal 2001. Five of
these grants were determined by these individuals' performance, responsibility
and seniority. The remaining grant was 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 and options
granted for comparable positions in peer group companies.

/s/ Peter C. Madsen, /s/ Mark H. Rafferty, /s/ Thomas G. Amon, /s/ Edward R.
Olson, /s/ F. Michael Pascoe

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 shares of common stock of the Company pursuant to
the Company's 1999 Stock Option Plan. During fiscal year 2001, the Company
granted options to purchase 30,000 shares of its common stock of the Company
to both Edward R. Olson and Thomas G. Amon and 50,000 options to F. Michael
Pascoe. Also during fiscal year 2001, the Board granted Mr. Amon options to
purchase an additional 50,000 shares of common stock of the Company 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 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, F.
Michael Pascoe and Mark H. 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 2001.

Shareholder Return Performance Graph

The following graph compares the yearly percentage change in the cumulative
total shareholder return on the Company's shares of 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, 2001. The information below is
based on an investment of $100, on April 30, 1996, in the Company's shares of
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.

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

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

4/96 100 100 100 100
4/97 28.57 105.85 90.21 66.26
4/98 10.54 158.22 171.75 246.91
4/99 6.07 216.97 303.06 91.73
4/00 20.71 328.85 349.43 347.3
4/01 1.69 179.83 158.05 132.26

*$100 INVESTED ON 4/30/96 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 five named executives (the "Named Executive Officers") for
services furnished in all capacities to the Company during the fiscal year
ended April 30, 2001, 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
Name and Principal Position Compensation Underlying
--------------------------- Year Salary($) Bonus($) ($)(1) Options
---- --------- -------- ------------ ------------

Peter C. Madsen (2)................................................. 2001 100,000 -- 7,600 250,000
President, CEO and Chairman 2000 100,000 -- 7,600 200,000
of the Board of Directors 1999 96,154 -- 7,320 20,000
Mark H. Rafferty (3)................................................ 2001 130,000 -- 7,600 150,000
Vice President and 2000 130,000 -- 7,300 233,334
Chief Financial Officer 1999 125,000 -- 8,075 20,000
William A. Grant (4)................................................ 2001 147,044 -- 4,500 15,000
Executive Vice President--Global Sales 2000 175,000 -- 6,000 65,000
1999 167,983 -- 6,000 35,000
Darlene Greenhaw.................................................... 2001 162,500 -- -- --
Vice President--Sales 2000 9,375 -- -- 80,000
George Glass (5).................................................... 2001 137,333 -- -- 3,000
Vice President--Engineering

- ---------------
1) Automobile benefit.
2) At April 30, 2001, Mr. Madsen held 1,760,510 restricted shares of Common
Stock with a market value of $510,548 at that date.
3) At April 30, 2001, Mr. Rafferty held 13,420 restricted shares of Common
Stock with a market value of $3,892 at that date.
4) At April 30, 2001, Mr. Grant held 36,667 restricted shares of Common Stock
with a market value of $10,633 at that date. Mr. Grant left the Company
effective January 15, 2001.
5) At April 30, 2001, Mr. Glass held 8,632 restricted shares of Common Stock
with a market value of $2,503 at that date.

Fiscal 2001 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, 2001:

Stock Option Grants in Fiscal Year 2001
Individual Grants

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

Peter C. Madsen ..................................... 250,000 21.07% $0.51 6/2/2005 $35,250 $77,750
Mark H. Rafferty .................................... 150,000 12.64% $0.51 6/2/2005 $21,150 $46,650
George Glass ........................................ 3,000 0.3% $0.51 12/11/05 $ 423 $ 933
William A. Grant .................................... 15,000 1.26% $2.06 8/2/2004 $ 8,535 $18,870

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.

As part of a program to retain its employees, the Company adopted a program
to re-price the options of its current employees. The Company also re-priced
the options issued to its board of directors and to its chairman of the board.
Under the program, the exercise price of current stock options was changed to
$0.51 per share. Although each employee could elect not to participate in this
program, the exercise price of approximately 2.5 million options was changed
to the lower price. Under applicable accounting rules, the Company will have
to account for future variations in the price of its common stock above $0.51
per share as compensation expense until the re-priced options are either
exercised, cancelled or expire. This calculation will be made each quarter
based upon the performance of the Company's common stock in that quarter.
Accordingly, operating results and earnings per share will be subjected to
potentially significant fluctuations based upon changes in the market price of
the Company's common stock.

Fiscal 2001 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, 2001 by each of the Named
Executive Officers and Directors and the fiscal year-end value of unexercised
options held by such persons:

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

Peter C. Madsen ...................................... 13,333 4,133 450,000 6,667 $0 $0
Mark H. Rafferty ..................................... -- -- 366,111 62,223 $0 $0
Darlene Greenhaw ..................................... -- -- 40,000 40,000 $0 $0
William A. Grant ..................................... 11,000 17,972 192,333 11,667 $0 $0
George Glass ......................................... -- -- 5,333 13,667 $0 $0

Certain Relationships and Related Transactions

The Company paid the law firm of Sokolow, Dunaud, Mercadier and Carreras LLP
$185,000 in the fiscal year ended April 30, 2001. Thomas G. Amon, a Director
of the Company since December 1994, is a partner in this law firm.

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 ARTICLES OF INCORPORATION
FOR THE AUTHORIZATION OF SHARES OF COMMON STOCK IN THE COMPANY
(Item 2 on Proxy Card)

General

The Board has unanimously approved, and recommends to the shareholders that
they adopt, an amendment to amend the Company's Articles of Incorporation to
increase the number of authorized shares of the Company's Common Stock from
50,000,000 shares to 100,000,000 shares. A copy of the Articles of Amendment
to the Company's Restated Articles of Incorporation designed to effect this
increase is attached to this Proxy Statement as Exhibit A.

Reasons And Effect Of The Increase In Authorized Number Of Shares

Presently, FastComm's Amended Articles of Incorporation authorize the
issuance of up to 50,000,000 shares of Common Stock of the Company, of which
29,314,199 shares were issued and outstanding at the close of business on the
Record Date.

FastComm may require additional authorized shares of its Common Stock for
issuance in the future based upon existing employee stock option and purchase
plans, outstanding warrants to purchase shares of Common Stock of the Company
and other commitments by FastComm as issuances under these various plans and
commitments may exceed the number of currently authorized, but un-issued
shares of Common Stock of the Company.

Based upon the existence of these stock option and purchase plans, warrants
and other commitments by FastComm, the Board of Directors believes it
necessary to authorize additional shares of Common Stock of the Company for
possible future issuance. In addition, the Board of Directors believes that it
is prudent to have additional shares of Common Stock of the Company available
for other proper general corporate purposes approved by the Board of Directors
including strategic alliances, acquisitions and equity financings. To the
extent that the Board determines to issue additional shares in the future,
such issuance could dilute the voting power of existing shareholders,
including a person seeking control of the Company and, thus, deterring or
rendering more difficult a merger, tender offer, proxy contest or an
extraordinary corporate transaction. Presently, management is not aware of any
efforts by any persons to accumulate FastComm's Common Stock or to obtain
control of FastComm, and the proposed increase in the authorized shares of
Common Stock of the Company is not intended to be an anti-takeover device.

As of August __, 2001, the Company has approximately 50 million shares
issued or reserved for issuance. Of this amount, 29,314,199 shares are
outstanding, 11,472,032 shares are reserved for issuance under convertible
debenture agreements, 3,671,925 shares are reserved for issuance under warrant
agreements, 3,122,096 are reserved for prepaid warrants and 4,750,000 are
reserved for the employee stock option plans. If this proposal is not
approved, the Company may have insufficient Common Stock to sell in order to
finance its operation. No holder of Common Stock has any preemptive rights to
acquire additional shares of the Common Stock.

The proposed amendment will authorize additional future issuances of up to
50,000,000 shares of Common Stock, thus increasing the total authorized common
stock to 100,000,000 shares. Other than outstanding warrants, debentures and
options, there are no plans or agreements to issue additional shares of common
stock.

There can be no assurances, nor can the board of FastComm predict what
effect, if any, this proposed amendment will have on the market price of
FastComm's Common Stock.

VOTE REQUIRED

Under Virginia law, more than two-thirds of the outstanding shares of the
Company's Common Stock must approve Proposal II. Abstentions and broker shares
that are not voted on the matter and will have the same effect as a negative
vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL II.

PROPOSAL III

AUTHORIZATION OF SHARES OF PREFERRED STOCK
(Item 3 on Proxy Card)

The Board of Directors has unanimously approved, and recommends to the
shareholders that they adopt an amendment to Article 3 of the Articles of
Incorporation that would authorize 3,000,000 shares of Preferred Stock with
such relative rights, preferences, voting and class or series designations as
shall be determined by the Board of Directors.

The Company's Articles of Incorporation currently authorize the issuance of
50,000,000 shares of Common Stock and no Preferred Shares. No holder of Common
Stock has any preemptive rights.

Under the proposed amendment, in creating a new class or series of Preferred
Stock, the Board of Directors would set the rights of such class or series as
to dividends, voting, preferences, liquidations and redemption. This would
enable the Board of Directors to act promptly in issuing a new class or series
of Preferred Stock and to tailor the terms of such class or series to the
transaction or circumstances to which such issuance relates. The Company will
from time to time consider issuing shares of preferred stock or rights to
acquire Preferred Stock. A copy of the Articles of Amendment to this Company's
Restated Articles of Incorporation, which would add this provision is attached
to this Proxy Statement as Exhibit A.

PURPOSES AND EFFECTS OF PROPOSAL III

The Board of Directors believes that the authorization of shares of
Preferred Stock as contemplated by Proposal III would benefit the Company and
its shareholders by giving the Company needed flexibility in its corporate
planning and in responding to developments in the Company's business,
including possible financing and acquisition transactions, stock dividends and
other general corporate purposes. Such authorized shares available for
issuance in the future would give the Company greater flexibility and allow
shares of Preferred Stock to be issued without the expense and delay of a
special shareholder meeting. The Company does not have any present plan or
agreement for the issuance for Preferred Stock.

Except as otherwise required by applicable law or regulation, the shares of
Preferred Stock to be authorized in Proposal III will be issuable without
further authorization by vote or consent of the shareholders and on such terms
and for such consideration as may be determined by the Board of Directors.

The proposed Preferred Stock amendment will give the Board of Directors the
express authority, without further action of the stockholders, to issue shares
of Preferred Stock from time to time in one or more series and to fix before
issuance with respect to each series (i) the designation and the number of
shares to constitute each series, (ii) the liquidation rights and preferences,
if any, (iii) the dividend rights (which could be senior to the Common Stock)
and interest rates, if any, (iv) the rights and terms of redemptions, (v)
whether the shares of Preferred Stock are to be convertible or exchangeable
into shares of Common Stock or other securities of the Company, and the rates
thereof, (vii) any limitation on the payment of dividends on the Common Stock
while any shares of Preferred Stock are outstanding, (viii) the voting power,
if any, of the shares of Preferred Stock in addition to the voting rights
provided by law, which voting power may be general or special, and (ix) such
other provisions as will not be inconsistent with the Certificate. All the
shares of any one series of Preferred Stock will be identical in all respects.
Holders of any series of Preferred Stock, when and if issued, may have
priority claims to dividends and to any distribution upon liquidation of the
Company, and may have other preferences over the Common Stock, including a
preferential right to elect directors in the event that Preferred Stock
dividends (if the Preferred Stock carries a dividend) are not paid for a
specified period.

The specific terms of any Preferred Stock to be authorized pursuant to the
Preferred Stock amendment (other than the Preferred Stock, the terms of which
are described above) will depend primarily on market conditions, and other
factors existing at the time of issuance. The Company does not intend to issue
any Preferred Stock except on terms, which it deems to be in the best
interests of the Company and its stockholders. The Board of Directors has
considered the potential disadvantages to the issuance of Preferred Stock
(such as the negative impact a Preferred Stock dividend may have on the
Company's earnings per share, if any, the liquidating

preference the Preferred Stock would have over the Common Stock and the
potential dilution of any stockholders' equity to the extent that Preferred
Stock, when and if issued, may be redeemable or convertible into Common
Stock); however, the Board of Directors believes that the advantages of future
flexibility afforded by the ability to issue Preferred Stock outweigh the
disadvantages, and would be in the best interests of the Company and its
stockholders.

It is not possible to state the precise effects of the authorization of the
Preferred Stock upon the rights of the holders of Common Stock until the Board
of Directors determines to issue Preferred Stock and sets the respective
preferences, limitations and relative rights of the holders of each class or
series of Preferred Stock so issued. However, such effects might include (i)
reduction of the amount otherwise available for payment of dividends on the
Common Stock, to the extent dividends are payable on any issued Preferred
Stock, (ii) restrictions on dividends on the Common Stock, (iii) dilution of
the voting power of the Common Stock to the extent that the Preferred Stock
has voting rights, (iv) conversion of the Preferred Stock into Common Stock at
such prices as the Board determines, which could include issuance at or below
the fair market value or original issue price of the Common Stock, and (v) the
holders of Common Stock not being entitled to participate in the Company's
assets upon liquidation until satisfaction of any liquidation preference is
granted to holders of the Preferred Stock.

The Board may determine that any particular series of the proposed Preferred
Shares will rank junior to, on a parity with, or senior to any other series of
Preferred Shares in respect of dividends and liquidation rights. It is not
expected that the authorization and issuance of Preferred Shares will have an
adverse affect upon the rights of existing shareholders. Holders of Common
Stock ("Common Shareholders") have no preemptive rights and, accordingly, have
no preferential rights to purchase any of the Company's Common Shares or
Preferred Shares in order to maintain their proportionate ownership.
Therefore, the general effect of the issuance of Preferred Shares, as well as
additional issuance of Common Shares, would be to dilute the present voting
power of the current holders of Common Shares.

The holders of Preferred Shares may receive preferences in the event of
dissolution, liquidation or winding up of the Company equal to the purchase
price per share plus declared (or cumulative) but unpaid dividends, if any.
The right of Common Shareholders to distribution of the Company's assets will
therefore be diminished. When considering the issuance of the Preferred
Shares, the Board of Directors will consider the above-described general
effect upon the Common Shareholders. The Board of Directors does not intend to
issue any Preferred Shares, except on terms that the Board of Directors deems
to be in the best interests of the Company and its then existing shareholders.

The issuance of shares of preferred stock could adversely affect the rights
of the Company's Common Shareholders, since the dividend and liquidation
rights of the Common Shareholders will generally be subordinate to the rights
of Preferred Shareholders.

The Board of Directors could use preferred stock to discourage an attempt to
change control of the Company, even though a change in control might be
perceived as desirable by some shareholders, by, among other things, selling a
substantial number of shares of preferred stock to persons who have an
arrangement with the company concerning the voting of such shares, or by
distributing shares of preferred stock, or rights to receive such shares, to
the shareholders. In this respect, certain corporations have issued as a
dividend to their common shareholders shares of preferred stock or rights to
acquire shares of preferred stock having terms designed to encourage
negotiated rather than unilateral takeover Proposals and to protect against
the adverse consequences of certain abusive takeover tactics such as open
market accumulation programs and partial and front end loaded takeovers and
freezeouts. The shares of authorized preferred stock would be available for
such purposes and the Board of Directors may from time to time consider
issuing shares of preferred stock for such purposes. The ability to issue
shares of preferred stock also would allow the Board of Directors to issue
shares only to shareholders supportive of management's position. This could
provide management with the means to block a business combination considered
desirable by some shareholders. In addition, the Board could authorize the
issuance of a series of preferred stock that votes as a class, either
separately or with the holders of Common Stock, on any merger, sale or
exchange of assets by the Company or any other extraordinary corporate
transaction.

The proposed amendment to the Articles of Incorporation is permitted under
Virginia law and is consistent with the rules of NASDAQ, upon which the
Company's Common Stock is listed and traded.

VOTE REQUIRED

Under Virginia law, more than two-thirds of the outstanding shares of the
Company's Common Stock must approve Proposal III. Abstentions and broker
shares that are not voted on the matter and will have the same effect as a
negative vote.

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, 2002, 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, 2002.

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, 2001 all filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with.

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, 2002. 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, 2002.

ANNUAL REPORT TO SHAREHOLDERS

The Company has filed its Annual Report to Shareholders on Form 10-K for the
fiscal year ended April 30, 2001, including audited consolidated financial
statements for the year then ended, with the Securities and Exchange
Commission. Copies of this report and other reports which the Company has
filed under the Securities Exchange Act of 1934 are 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,
______________, 2001

EXHIBIT A

ARTICLES OF AMENDMENT
TO THE RESTATED ARTICLES OF INCORPORATION
OF
FASTCOMM COMMUNICATIONS CORPORATION
(Pursuant to Section 13.1-708 of the
Virginia Stock Corporation Act)

1. The Board of Directors of FastComm Communications Corporation, a
Virginia corporation and hereinafter referred to as the "Corporation", at a
meeting duly called and held on July ___, 2001 at which a quorum was present
and acting throughout in accordance with Section 13.1-688 of the Virginia
Stock Corporation Act (the "Act"), found that the following proposed amendment
to the Corporation's Restated Articles of Incorporation was in the best
interests of the Corporation and directed that it be submitted to a vote of
the Shareholders:

"RESOLVED, that Article III of the Restated Articles of Incorporation be
amended to read as follows:

ARTICLE III

Authorized Shares

A. General Authorization.

The aggregate number of shares that the corporation is authorized to issue
is 103,000,000 shares, consisting of:

(1) 100,000,000 shares of common stock having a par value of $.01 per
share; and

(2) 3,000,000 shares of preferred stock having a par value of $.01 per
share.

B. Preferred Stock.

(1) The Board of Directors is authorized, subject to limitations prescribed
by law and the provisions of this Subsection B, to provide for the issuance of
the preferred shares in series, and by filing a certificate pursuant to the
Virginia Stock Corporation Act, to establish the number of shares to be
included in each such series, and to fix the designation, relative rights,
preferences and limitations of the shares of each such series. The authority
of the Board with respect to each series shall include but not be limited to,
determination of the following:

(a) The number of shares constituting that series and the distinctive
designation of that series;

(b) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and if so, from which date or dates;

(c) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and if so, the terms of such voting
rights;

(d) Whether that series shall have conversion privileges, and if so, the
terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of
Directors shall determine;

(e) Whether or not the shares of that series shall be redeemable, and if
so, the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable, and the amount per
share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates;

(f) The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the corporation;

(g) Any other relative rights, preferences and limitations of that series.

(2) Dividends on outstanding preferred shares shall be declared and paid,
or set apart for payment, before any dividends shall be declared and
paid, or set apart for payment, on the common shares with respect to
the same dividend period.

(3) Adoption of this proposed Amendment by the shareholders was
accomplished by the vote of more than two-thirds of those shares
entitled to vote on the Amendment pursuant to Section 13.1 - 707(e) of
the Act at a meeting duly called and held on _________, 2001.

(4) The number of shares outstanding and entitled to vote on the proposed
amendment, the number of shares voted for and against the proposed
amendment, the number of each class or series entitled to vote as a
class, and the number of shares of each such class or series voted for
or against the amendment were as follows:

Shares outstanding, all classes, __________________. Shares entitled
to vote, all classes, __________________. Shares, all classes, voted such
amendment: FOR: ______________________; AGAINST: ____________________.
Shares entitled to vote and voted as a class:

CLASS NUMBER
OR SERIES OUTSTANDING VOTED FOR VOTED AGAINST
--------- ----------- --------- -------------
Common

The undersigned, President of FastComm Communications Corporation, hereby
acknowledges, verifies and affirms under penalties of perjury this ____ day of
__________________, 2001, that the foregoing amendment to ARTICLE III of the
Restated Articles of Incorporation of FastComm Communications Corporation, and
the foregoing resolutions, were adopted by the directors and shareholders of
FastComm Communications Corporation, and that the foregoing instrument is the
act and deed of said corporation and that the facts stated herein are true.

FASTCOMM COMMUNICATIONS CORPORATION

By:
-----------------------------
Peter C. Madsen
President

ATTEST:

- -------------------------------------
Mark H. Rafferty

FASTCOMM COMMUNICATIONS CORPORATION
45472 Holiday Drive
Dulles, VA 20166
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 August ___, 2001, at the Annual Meeting of
Shareholders to be held at 9:30 a.m., _________ ___, 2001, 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 I, II, III and IV.

1. ELECTION OF DIRECTORS FOR ONE YEAR TERMS EXPIRING AT THE 2002 ANNUAL
MEETING:
FOR Nominee: Peter C. Madsen Edward R. Olson Mark Rafferty
Thomas G. Amon F. Michael Pascoe

Instructions: To withhold authority to vote for any individual nominee,
s write each such nominee's name in the following space:

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

2. Proposal to adopt an amendment to the Company's Articles of Incorporation to
increase the numbers of authorized shares of Common Stock.

|_| FOR |_| AGAINST |_| ABSTAIN

3. Proposal to adopt an amendment to the Company's Articles of Incorporation to
create a Class or Series of Preferred Stock.

|_| FOR |_| AGAINST |_| ABSTAIN

(CONTINUED AND TO BE SIGNED ON REVERSE)

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.

Date: ---------------------, 2001

---------------------------------
Signature(s)

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.