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+-----BEGIN PRIVACY-ENHANCED MESSAGE-----
+Proc-Type: 2001,MIC-CLEAR
+Originator-Name: webmaster@www.sec.gov
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+
+<SEC-DOCUMENT>0000912057-01-002934.txt : 20010129
+<SEC-HEADER>0000912057-01-002934.hdr.sgml : 20010129
+ACCESSION NUMBER:		0000912057-01-002934
+CONFORMED SUBMISSION TYPE:	10-K/A
+PUBLIC DOCUMENT COUNT:		1
+CONFORMED PERIOD OF REPORT:	20000930
+FILED AS OF DATE:		20010126
+
+FILER:
+
+	COMPANY DATA:	
+		COMPANY CONFORMED NAME:			INTERSPEED INC
+		CENTRAL INDEX KEY:			0001088755
+		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE & TELEGRAPH APPARATUS [3661]
+		IRS NUMBER:				043333365
+		STATE OF INCORPORATION:			DE
+		FISCAL YEAR END:			0930
+
+	FILING VALUES:
+		FORM TYPE:		10-K/A
+		SEC ACT:		
+		SEC FILE NUMBER:	000-27401
+		FILM NUMBER:		1515868
+
+	BUSINESS ADDRESS:	
+		STREET 1:		39 HIGH STREET
+		CITY:			NORTH ANDOVER
+		STATE:			MA
+		ZIP:			01845
+		BUSINESS PHONE:		9786886164
+</SEC-HEADER>
+<DOCUMENT>
+<TYPE>10-K/A
+<SEQUENCE>1
+<FILENAME>a2036239z10-ka.txt
+<DESCRIPTION>10-K/A
+<TEXT>
+
+<PAGE>
+
+                       SECURITIES AND EXCHANGE COMMISSION
+                             WASHINGTON, D.C. 20549
+                                   ----------
+
+                                   FORM 10-K/A
+
+                                 AMENDMENT NO. 1
+
+       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
+                              EXCHANGE ACT OF 1934
+
+                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000
+
+     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
+                     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
+
+            FOR THE TRANSITION PERIOD FROM ___________ TO ___________
+
+                         COMMISSION FILE NUMBER 0-27401
+                            ------------------------
+
+                                INTERSPEED, INC.
+             (Exact name of registrant as specified in its charter)
+
+           DELAWARE                                     04-3333365
+(State or other jurisdiction of            (I.R.S. Employer Identification No.)
+ incorporation or organization)
+
+             39 HIGH STREET
+      NORTH ANDOVER, MASSACHUSETTS                                     01845
+(Address of Principal Executive Offices)                             (Zip Code)
+
+(Registrant's Telephone Number, Including Area Code)             (978) 688-6164
+
+           Securities Registered Pursuant to Section 12(b) of the Act:
+
+ TITLE OF EACH CLASS                  NAME OF EACH EXCHANGE ON WHICH REGISTERED
+ -------------------                  -----------------------------------------
+        None                                            N/A
+
+           Securities Registered Pursuant to Section 12(g) of the Act:
+                     COMMON STOCK, PAR VALUE $.01 PER SHARE
+                                (Title of Class)
+
+Indicate by check mark whether the registrant (1) has filed all reports required
+to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
+the preceding 12 months (or for such shorter period that the registrant was
+required to file such reports), and (2) has been subject to such filing
+requirements for the past 90 days. Yes [X] No [ ]
+
+Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
+of Regulation S-K is not contained herein, and will not be contained, to the
+best of the registrant's knowledge, in definitive proxy or information
+statements incorporated by reference in Part III of this Form 10-K or any
+amendment to this Form 10-K. [ ]
+
+As of January 19, 2001, 11,049,463 shares of $0.01 par value Common Stock of the
+registrant were outstanding. The approximate aggregate market value of the
+voting stock held by non-affiliates of the registrant based upon the closing
+price of $0.69 per share for the registrant's Common Stock, as reported on the
+NASDAQ National Market System as of January 19, 2001, was $3,248,000.
+
+                       DOCUMENTS INCORPORATED BY REFERENCE
+
+None.
+
+<PAGE>
+
+                                    PART III
+
+ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
+
+        The following table sets forth certain information regarding the
+directors and executive officers of the Company, including the Class II Director
+who has been nominated for the election at the Annual Meeting. The Board of
+Directors of the Company consists of four members and is divided into three
+classes, with two Directors in Class I, Messrs. Agarwal and Giler, whose terms
+expire at the Annual meeting held in 2003, one Director in Class II, Mr.
+Barrett, whose term expires at the Annual Meeting held in 2001 and one Director
+in Class III, Mr. Severino, whose term expires at the Annual Meeting held in
+2002.
+
+        NAME                     AGE        POSITION
+        ----                     ---        --------
+Rajeev Agarwal.................  41   President, Chief Executive Officer and
+                                       Director
+Leroy O. Moyer ................  57   Chief Financial Officer and Senior Vice
+                                       President - Finance
+Joseph E. Massery..............  52   Vice President - Engineering
+Robert G. Barrett (1) (2) *....  56   Director
+Eric R. Giler (1) (2)..........  45   Director
+Paul J. Severino (1) (2).......  54   Director
+
+- -------------------------------
+
+*       Nominee for re-election.
+(1)     Member of Audit Committee.
+(2)     Member of the Compensation Committee.
+
+BACKGROUND OF DIRECTORS AND EXECUTIVE OFFICERS
+
+        RAJEEV AGARWAL has served as our President and Chief Executive Officer
+since October 2000. Previously, Mr. Agarwal had served as our Chief Technology
+Officer and Senior Vice President, Research and Development since 1997. Mr.
+Agarwal has served as a Director since March 1997. Prior to co-founding
+Interspeed, Mr. Agarwal worked at Cabletron Systems from July 1987 to March 1997
+where he established several research and development programs to deliver new
+products including cable modems and products incorporating 10BaseT, FDDI and ATM
+technologies.
+
+        ROBERT G. BARRETT has served as a Director since June 1999. Mr. Barrett
+has been a general partner of Battery Ventures, L.P. since 1984. Mr. Barrett
+currently serves as a director of Brooktrout, Inc. and Peerless Systems Corp.
+Mr. Barrett also serves as a director of various privately held technology
+companies.
+
+        ERIC R. GILER has served as a Director since October 1996. Mr. Giler
+co-founded Brooktrout in 1984 and has served as President and a director of
+Brooktrout since Brooktrout's inception. Mr. Giler is Chairman of the
+Massachusetts Telecommunications Council. Mr. Giler also serves as a director of
+Netegrity, Inc. and of various privately-held technology companies.
+
+        JOSEPH E. MASSERY has served as our Vice President-Engineering since
+April 2000. Prior to joining the Company, Mr. Massery was Vice President of
+Product Development for Fujitsu Nexion, a Japanese publicly traded provider of
+large-scale, central office-class, multi-service switching products from January
+1998 to April 2000. From July 1995 to December 1997, Mr. Massery was Vice
+President of Engineering and Operations at Promptus Communications, Inc., a
+privately held company and provider of telecommunications access products. Mr.
+Massery holds B.S and M.S. degrees in electrical engineering from Rensselaer
+Polytechnic Institute.
+
+        LEROY O. MOYER has served as our Chief Financial Officer and Senior Vice
+President - Finance since November 2000. Prior to joining the Company, Mr. Moyer
+worked as a consultant for Straumann USA, where he directed the planning and
+development of their B2B e-Commerce business model. From August 1997 to March
+2000, he was Executive Vice President and Chief Financial Officer for Applied
+Sciences, a world leader in technology to measure eye movement dynamics. From
+November 1989 to December 1996, Mr. Moyer was Vice President of Finance and
+Chief Financial Officer for Psychmedics, Corp., a public biotechnology company.
+Previously, Mr. Moyer was Senior Vice President and Chief Financial Officer for
+Nobelpharma U.S.A Inc., a manufacturer /distributor of dental products. From
+1968 to 1987, Mr. Moyer worked at Deloitte, Haskins & Sells, currently Deloitte
+& Touche, LLP, an international accounting and consulting firm. He was a partner
+of Deloitte. He has extensive SEC consulting and reporting experience, including
+three-year assignments in both Paris, and at the National Office-SEC group. Mr.
+Moyer is a CPA, and holds an MBA degree from the University of Oregon and a BA
+degree from Eastern Washington University.
+
+
+                                       2
+<PAGE>
+
+        PAUL J. SEVERINO has served as a Director since June 1999. Mr. Severino
+has been Chairman of the Board of Netcentric Corp. since 1998. From 1994 to
+1998, Mr. Severino was Chairman of the Board of Bay Networks. From 1986 to 1994,
+Mr. Severino was President and Chief Executive Officer of Wellfleet
+Communications. Mr. Severino also serves as a director of Media 100, Inc. and
+SilverStream, Inc.
+
+
+                                       3
+<PAGE>
+
+COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
+
+        Section 16(a) of the Securities Exchange Act of 1934, as amended,
+requires the Company's officers and Directors, and persons who own more than 10%
+of the Company's outstanding shares of common stock (collectively, "Section 16
+Persons"), to file initial reports of ownership and reports of changes in
+ownership with the SEC and Nasdaq. Section 16 Persons are required by SEC
+regulations 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 Section 16 Persons that no Section 16(a)
+reports were required for such persons, the Company believes that during Fiscal
+2000, the Section 16 Persons complied with all Section 16(a) filing requirements
+applicable to them, with the exception of inadvertent late filing of a Form 4 by
+Mr. Ide.
+
+ITEM 11.       EXECUTIVE COMPENSATION
+
+SUMMARY COMPENSATION
+
+        SUMMARY COMPENSATION. The following table sets forth for the fiscal
+years ended September 30, 2000, September 30, 1999 and September 30, 1998, the
+information concerning compensation for services rendered in all capacities
+awarded to, earned by or paid to the Company's President and the five other most
+highly compensated executive officers (the "Named Executive Officers") who
+earned in excess of $100,000 during Fiscal 2000.
+
+                                             SUMMARY COMPENSATION TABLE
+
+<TABLE>
+<CAPTION>
+
+                                                                                      LONG TERM
+                                                               ANNUAL               COMPENSATION
+                                                            COMPENSATION               AWARDS
+                                                          -------------------       ------------
+                                                                                     SECURITIES          ALL OTHER
+                                                                                     UNDERLYING         COMPENSATION
+NAME AND PRINCIPAL POSITION                 YEAR          SALARY ($)  BONUS($)       OPTIONS (#)           ($)(1)
+- ---------------------------                 ----          ----------- --------------------------    ------------------
+<S>                                         <C>           <C>         <C>            <C>            <C>
+
+Stephen A. Ide (2)                          2000          $ 215,000   $106,200            35,000                --
+President                                   1999          $ 177,500   $161,600           300,000        $    1,900
+                                            1998          $ 167,500   $113,000                --        $    2,300
+
+Rajeev Agarwal                              2000          $174,600    $ 45,600            65,000        $    2,100
+Chief Technology Officer and Senior Vice    1999          $137,500    $ 30,000            60,000        $    2,100
+President - Research and Development        1998          $110,000    $ 32,500            20,000        $    2,400
+
+William J. Burke                            2000 (3)      $151,000    $ 57,100            45,000        $       --
+Chief Financial Officer and Senior          1999 (4)      $ 57,100    $  9,500           100,000        $       --
+Vice President - Finance and Treasurer
+
+Arthur A. Goodwin (2)                       2000          $139,500    $     --           175,000        $  129,200 (6)
+Senior Vice President - Worldwide           1999 (5)      $  4,300    $     --            25,000        $       --
+Sales and Marketing
+
+Kenneth M. Osowski (7)                      2000 (8)      $126,100    $ 22,100            40,000        $       --
+Vice President - Marketing
+
+Christopher P. Whalen (2)                   2000          $150,000    $     --            15,500        $   81,900 (6)
+Vice President - Sales                      1999          $129,200    $     --            40,000        $   26,800 (9)
+                                            1998          $112,500    $     --            40,000        $    2,400
+
+</TABLE>
+
+- --------------
+(1)   Includes a matching contribution under our 401(k) plan.
+
+(2)   Messrs. Ide, Goodwin, and Whalen served as officers of the Company during
+      Fiscal Year 2000, until October, 2000.
+
+(3)   Mr. Burke served as Chief Financial Officer of the Company until August
+      2000.
+
+(4)   Includes the period from May 1999, the date of first employment at the
+      Company, to August 2000.
+
+
+                                       4
+<PAGE>
+
+(5)   Includes the period from September 20, 1999, the date of first employment
+      at the Company, to September 2000.
+
+(6)   Represents sales commission payments.
+
+(7)   Mr. Osowski served as officer of the Company from November 1999, the date
+      of first employment at the Company, until October 2000.
+
+(8)   Includes the period from November 1999, the date of first employment at
+      the Company, to September 2000.
+
+(9)   Fiscal 1999 compensation includes $25,000 in sales commission payments and
+      a $1,800 matching contribution under our 401(k) plan.
+
+
+        OPTION GRANTS. The following table sets forth certain information
+concerning the individual grant of options to purchase common stock of the
+Company to the Named Executive Officers of the Company who received such grants
+during Fiscal 2000.
+
+
+                        OPTION GRANTS IN LAST FISCAL YEAR
+
+<TABLE>
+<CAPTION>
+
+                                                                                                POTENTIAL REALIZABLE
+                                                                                               VALUE AT ASSUMED ANNUAL
+                                                                                                 RATES OF STOCK PRICE
+                                                        INDIVIDUAL GRANTS                   APPRECIATION FOR OPTION TERM (3)
+                                        ------------------------------------------------    --------------------------------
+                                        NUMBER OF      PERCENT
+                                        SECURITIES    OF TOTAL
+                                        UNDERLYING     OPTIONS      EXERCISE
+                                        OPTIONS        GRANTED      OR BASE
+                                        GRANTED      TO EMPLOYEES   PRICE PER  EXPIRATION
+NAME                                     (#) (1)    IN FISCAL YEAR   ($/SH) (2)   DATE           5% ($)          10% ($)
+- ----                                    ------------------------------------------------------   ------          -------
+<S>                                     <C>         <C>           <C>          <C>             <C>           <C>
+
+Stephen A. Ide                             35,000         4.1%    $   18.93     12/08/09       $   410,000   $  1,038,900
+
+Rajeev Agarwal                             15,000         1.7%    $   12.06     10/18/09       $   113,800   $    288,400
+                                           20,000         2.3%    $   18.63     12/08/09       $   234,300   $    593,700
+                                           30,000         3.5%    $   33.00     02/15/10       $   578,100   $  1,577,800
+
+William J. Burke                           15,000         1.7%    $   12.06     10/18/09       $   113,800   $    288,400
+                                           30,000         3.5%    $   33.00     02/15/10       $   578,100   $  1,577,800
+
+Arthur A. Goodwin                         105,000        12.2%    $   14.88     11/16/09       $   892,300   $  2,489,300
+                                           70,000         8.2%    $   33.00     02/15/10       $ 1,452,700   $  3,681,500
+
+Kenneth M. Osowski                         40,000         4.7%    $   19.31     11/29/09       $   485,800   $  1,231,200
+
+Christopher P. Whalen                      15,000         1.7%    $   18.63     12/08/09       $   175,700   $    445,300
+                                              500         0.6%    $   16.75     06/30/10       $     5,300   $     13,300
+
+</TABLE>
+
+- --------------------
+
+(1)     Vesting of options is subject to the continuation of such employee's
+        service relationship with the Company. The options terminate ten years
+        after the grant date, subject to earlier termination in accordance with
+        the 1999 Option Plan and the applicable option agreement.
+
+(2)     The exercise price equals the fair market value of the stock as of the
+        grant date as determined by the Board of Directors after consideration
+        of a number of factors, including, but not limited to, the Company's
+        financial performance, the Company's status as a private company at the
+        time of grants, the minority interests represented by the option shares
+        and the price of shares of equity securities sold to or purchased by
+        outside investors.
+
+(3)     This column shows the hypothetical gain or option spreads of the options
+        granted based on assumed annual compound stock appreciation rates of 5%
+        and 10% over the full 10-year term of the options. The 5% and 10%
+        assumed rates of appreciation are mandated by the rules of the
+        Securities and Exchange Commission, and do not represent the Company's
+        estimate or projection of future common stock prices. The gains shown
+        are net
+
+
+                                       5
+<PAGE>
+
+        of the option exercise price, but do not include deductions for
+        taxes or other expenses associated with the exercise of the option or
+        the sale of the underlying shares, or reflect non-transferability,
+        vesting or termination provisions. The actual gains, if any, on the
+        exercises of stock options will depend on the future performance of the
+        common stock.
+
+        OPTION EXERCISES AND OPTION VALUES. The following table sets forth
+information concerning the number and value of each exercise of options and the
+fiscal year-end values of unexercised options to purchase common stock of the
+Company held by the Named Executive Officers of the Company who held such
+options at September 30, 2000.
+
+OPTION EXERCISES AND YEAR-END VALUE TABLE
+
+                 AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2000
+                       AND VALUE OF UNEXERCISED OPTIONS AT
+
+<TABLE>
+<CAPTION>
+                                                      NUMBER OF SECURITIES UNDERLYING       VALUE OF UNEXERCISED
+                                                           UNEXERCISED OPTIONS           IN-THE-MONEY OPTIONS HELD
+                                                       HELD AT SEPTEMBER 30, 2000 (#)   AT SEPTEMBER 30, 2000 ($) (1)
+                                                       --------------------------------------------------------------
+                       SHARES ACQUIRED    VALUE
+    NAME                  ON EXERCISE   REALIZED          EXERCISABLE   UNEXERCISABLE EXERCISABLE  UNEXERCISABLE
+    ----               ---------------  ------------   ---------------- ------------- -----------  -------------
+<S>                    <C>              <C>               <C>           <C>           <C>          <C>
+Stephen A. Ide                60,000    $    708,500            --         155,000     $     --    $    809,400
+
+Rajeev Agarwal                36,400    $    625,400        81,417         238,583     $520,600    $  1,888,600
+
+William J. Burke              25,000    $    275,700         3,750              --     $     --    $         --
+
+Arthur A. Goodwin                 --    $         --        29,063         170,937     $     --    $         --
+
+Kenneth M. Osowski                --    $         --         4,688          35,312     $     --    $         --
+
+Christopher P. Whalen          3,000    $     40,500        14,167          59,667     $ 92,200    $    301,300
+
+</TABLE>
+
+- --------------
+
+(1)   Based on the last reported sale price on the Nasdaq National Market System
+      on September 30, 2000 of $6.88 less the option exercise price.
+
+REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
+
+         The Company's compensation program is administered by the Compensation
+Committee. The Compensation Committee was formed by the Board of Directors in
+June 1999 and currently consists of Messrs. Barrett, Giler and Severino, all of
+whom are non-employee Directors of the Company. The responsibilities of the
+Compensation Committee are to (a) establish the total compensation package of
+the President, (b) review and approve the compensation of the executive officers
+including salary, bonus, stock options and other compensation, and (c) review
+and approve the grants of stock options for all employees of the Company.
+
+COMPENSATION PHILOSOPHY
+
+         The Company's executive compensation program is structured to attract,
+retain and reward executive officers and other employees for meeting the
+Company's goals and objectives for each individual fiscal year, as well as to
+achieve its long-term strategies. In determining executive compensation, input
+is received from the President and the Human Resources Department. In
+establishing overall compensation for its executives, the Company reviews
+compensation surveys of growth companies in the high technology industry. In
+order to attract and retain executives who are qualified to undertake multiple
+responsibilities in a dynamic company, the Board of Directors also considers the
+experience and background of the individual executive and the breadth of
+responsibilities that he or she is expected to assume with the Company. The
+Compensation Committee believes that all executives, including the President,
+must be familiar with all aspects of the business in order for the Company to
+identify and implement, through its executive officer team, the necessary vision
+to allow the Company to grow its business and reward stockholders through
+increased value of their holdings.
+
+EXECUTIVE COMPENSATION STRUCTURE
+
+         The compensation of the executive officers consists of a base salary,
+an annual bonus, which is based on a percentage of the executive's base salary,
+and grant of stock options through the 1999 Stock Option and Grant Plan, or the
+1999 Stock Option Plan.
+
+
+                                       6
+<PAGE>
+
+         BASE SALARY: In determining salary, the Compensation Committee's goal
+is to assure a base salary level sufficient to attract and retain key
+executives, and to balance that goal with significant bonus and long-term
+incentives which insure that a significant portion of compensation is dependent
+upon the financial performance of the Company.
+
+         BONUSES: Generally, the annual bonus is allocated at fifty percent
+(50%) for achievement of the Company's financial goals and the resulting
+increase in stockholder value, and fifty percent (50%) for the achievement of
+the individual's personal performance goals.
+
+         STOCK OPTIONS: In June 1999, the stockholders of the Company approved
+the 1999 Stock Option Plan which allows the Company the flexibility to grant
+stock options and/or issue common stock to executives and employees, as
+determined by the Compensation Committee. It is the judgment of the Compensation
+Committee that stock options are important incentives for executive officers to
+remain with the Company, and to align their interests with those of the
+stockholders. Stock options are granted to executive officers on the same terms
+as other employees of the Company, without any discount in the exercise price,
+which is fixed at the fair market value on the date of grant. Furthermore,
+executive officers' stock options generally vest over a period of four or more
+years, providing an incentive for continued employment with the Company.
+
+         The Compensation Committee considers the grant of stock options to
+executive officers on an annual basis, in order to permit the regular valuation
+of management participation and to monitor the corresponding impact on equity
+dilution to stockholders. In granting options, the Compensation Committee
+considers current equity ownership and anticipated contributions to the Company.
+
+         OTHER BENEFITS: Executive officers also participate in various other
+benefit programs, such as health, dental and life insurance programs, the
+Interspeed Retirement Savings Plan (401(k) plan), and the 1999 Employee Stock
+Purchase Plan, or the Purchase Plan. These benefits are available to executive
+officers on the same terms and conditions as they are available to all
+employees. The Employee Stock Purchase Plan, for example allows participants to
+purchase shares in the Company at a discount of approximately 15% of the fair
+market value at the beginning or end of the applicable purchase period. This
+provides an additional incentive for executives and other employees to
+participate in the long-tem success of the Company through further investment in
+the Company's common stock. The Company does not have a defined benefit or
+actuarial plan.
+
+COMPENSATION OF THE PRESIDENT
+
+         The terms of Mr. Ide's compensation were established by direct
+negotiation between Mr. Ide and the Compensation Committee. Mr. Ide's base
+salary was fixed at $215,000, a level commensurate to other experienced
+presidents at similar development stage company situations. Mr. Ide was eligible
+to receive a cash bonus of up to $150,000 for Fiscal Year 2000, which was based
+on the achievement of various sales and operational goals. In addition, in
+Fiscal Year 2000, Mr. Ide received a grant of stock options to purchase 35,000
+of the Company's common stock under the 1999 Stock Option Plan. This grant was
+made to align the interests of Mr. Ide with those of the stockholders, and to
+provide incentive to build the Company and to increase shareholder value. Mr.
+Ide resigned as President and Director of the Company as of October 6, 2000.
+
+Compensation Committee
+Robert G. Barrett
+Eric R. Giler
+Paul J. Severino
+
+
+                                       7
+<PAGE>
+
+COMPENSATION OF DIRECTORS
+
+      Directors who are employees of the Company receive no additional
+compensation for their services as Directors. Non-employee Directors receives no
+compensation for their services as Directors. Directors who are neither an
+employee of the Company nor Brooktrout, receive, upon election to the Board of
+Directors, an option under the 1999 Stock Option Plan for 45,000 shares that
+will vest quarterly during each Director's three year term.
+
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
+
+      Since June 1999, all executive officer compensation decisions have been
+made by the Compensation Committee. The Compensation Committee reviews and
+recommends the compensation arrangements for officers and other senior level
+employees, reviews general compensation levels for other employees as a group,
+determines the options or stock to be granted to eligible persons under the 1999
+Stock Option Plan and the 1999 Purchase Plan, and takes such other action as may
+be required in connection with the Company's compensation and incentive plans.
+The members of the Compensation Committee during Fiscal 2000 were Messrs.
+Barrett, Giler and Severino. The current members of the Compensation Committee
+are Messrs. Barrett, Giler and Severino, none of whom was during Fiscal 2000, or
+is currently, an officer or employee of the Company and, except as otherwise
+described herein, have never had any other reportable relationship with the
+Company other than his position as a Director of the Company.
+
+SHAREHOLDER RETURN PERFORMANCE GRAPH
+
+        Set forth below is a line graph comparing the quarterly percentage
+change in the cumulative total shareholder return on the Company's common stock,
+based on the market price of the Company's common stock with the total return of
+companies included within the Nasdaq Stock Market Index and a peer group of
+companies with SIC code of 366 trading on the Nasdaq Stock Market Industry Index
+for the period commencing September 24, 1999 and ending September 30, 2000. The
+calculation of total cumulative return assumes a $100 investment in the
+company's Common stock, the Nasdaq Stock Market Index, and the Nasdaq Stock
+Market Index and the companies comprising the SIC code 366 peer group on
+September 24, 1999, the date of the Company's initial public offering, and the
+reinvestment of all dividends.
+
+
+                                       8
+<PAGE>
+
+<TABLE>
+<CAPTION>
+
+                                      09/24/1999   09/30/1999   12/31/1999   03/31/2000   06/30/2000   09/30/2000
+<S>                                   <C>          <C>          <C>          <C>          <C>          <C>
+Interspeed, Inc.                      $  100.000   $   96.246   $   96.587   $  116.724   $   91.468   $   37.543
+
+Nasdaq Stock Market (US Companies)    $  100.000   $  100.126   $  147.985   $  166.085   $  144.398   $  132.865
+
+NASDAQ Stocks (SIC 3660-3669)
+US+Foreign) Communications Equipment  $  100.000   $   98.840   $  203.443   $  247.255   $  196.074   $  189.082
+
+</TABLE>
+
+ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
+
+                      PRINCIPAL AND MANAGEMENT STOCKHOLDERS
+
+The following table sets forth information regarding the beneficial ownership of
+common stock as of December 29, 2000:
+
+- -     the President and each of our Directors and Named Executive Officers;
+
+- -     all Directors and executive officers as a group; and
+
+- -     each person who is known by the Company to own beneficially more than 5%
+      of the outstanding shares of the common stock.
+
+   Unless otherwise indicated, each of the stockholders has sole voting and
+investment power with respect to the shares of common stock beneficially
+owned by such stockholder. The address of Brooktrout, Inc. is 250 First
+Avenue, Suite 300, Needham, MA 02494. The address of all other listed current
+executive officers and directors is c/o Interspeed, Inc., 39 High Street,
+North Andover, MA 01845.
+
+                                       9
+<PAGE>
+
+                                                  SHARES BENEFICIALLY OWNED
+NAME OF BENEFICIAL OWNER                       NUMBER (1)           PERCENT (2)
+- ------------------------                       ----------           -----------
+
+Brooktrout, Inc............................... 6,075,000                55.0%
+Rajeev Agarwal................................   314,431 (3)             2.8%
+Robert G. Barrett.............................    42,500 (4)                *
+William J. Burke (5)..........................    11,387                    *
+Eric R. Giler.................................        --                   --
+Arthur A. Goodwin (6).........................        --                   --
+Stephen A. Ide (6)............................        --                   --
+Kenneth M. Osowski (6)........................     4,688 (7)                *
+Paul J. Severino .............................    82,500 (8)                *
+Christopher P. Whalen (6).....................    18,666                    *
+All Current Executive Officers and
+Directors as a group (six persons) (9)........   455,156                 4.0%
+
+- -------------------------
+*       Less than 1%.
+
+(1)   Beneficial share ownership is determined pursuant to Rule 13d-3 under the
+      Exchange Act. Accordingly, a beneficial owner of a security includes any
+      person who, directly or indirectly, through any contract, arrangement,
+      understanding, relationship or otherwise has or shares the power to vote
+      such security or the power to dispose of such security. The amounts set
+      forth above as beneficially owned include shares owned, if any, by spouses
+      and relatives living in the same home as to which beneficial ownership may
+      be disclaimed. The amounts set forth as beneficially owned include shares
+      of common stock which such persons had the right to acquire within 60 days
+      of December 29, 2000, pursuant to stock options.
+
+(2)   Percentages are calculated on the basis of 11,049,172 shares of Common
+      Stock outstanding as of December 29, 2000.
+
+(3)   Includes 124,499 shares of common stock deemed to be beneficially owned by
+      Mr. Agarwal which are subject to options previously granted.
+
+(4)   Represents 42,500 shares of common stock deemed to be beneficially owned
+      by Mr. Barrett which are subject to options previously granted.
+
+(5)   Mr. Burke served as Chief Financial Officer of the Company until August
+      2000.
+
+(6)   Messrs. Goodwin, Ide, Osowski and Whalen served as officers of the Company
+      until October 2000.
+
+(7)   Represents 4,688 shares of common stock deemed to be beneficially owned by
+      Mr. Osowski which are subject to options previously granted.
+
+(8)   Includes 22,500 shares of common stock deemed to be beneficially owned by
+      Mr. Severino which are subject to options previously granted.
+
+(9)   Includes 12,500 and 3,125 shares of common stock deemed to be beneficially
+      owned by Messrs. Massery and Moyer, respectively, which are subject to
+      options previously granted.
+
+
+ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+
+        Brooktrout has provided various services to us, including, but not
+limited to, payroll, data processing, information technology and
+telecommunications, tax, legal, treasury, human resources, accounts receivable
+management, order entry, employee benefits administration, marketing, financial
+accounting, executive services and insurance administration.
+
+        On the effective date of our initial public offering or IPO, we entered
+into a transition services agreement with Brooktrout, our majority stockholder,
+for the purposes of defining our ongoing relationship. Under the transition
+services agreement, upon consummation of our IPO, Brooktrout made available to
+us generally until December 31, 1999 many of the same services that were
+provided to us by Brooktrout prior to our IPO. The fees for such services were
+on an "as used" basis and were included in the agreement. As of December 31,
+1999, we have successfully transitioned all services provided to us by
+Brooktrout, and such services are now being provided internally or through third
+party agreements. During the three months ended December 31 ,1999, fees for such
+services totaled $43,000.
+
+
+                                       10
+<PAGE>
+
+                                   SIGNATURES
+
+        Pursuant to the requirements of Section 13 or 15(d) of the Securities
+Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
+its behalf by the undersigned, thereunto duly authorized.
+
+                                  INTERSPEED, INC.
+
+
+                                  By: /s/ RAJEEV AGARWAL
+                                      -----------------------------------
+                                      Rajeev Agarwal
+                                      President & Chief Executive Officer
+
+                                  Date: JANUARY 26, 2001
+                                        ---------------------------------
+
+
+
+                                       11
+
+</TEXT>
+</DOCUMENT>
+</SEC-DOCUMENT>
+-----END PRIVACY-ENHANCED MESSAGE-----