FASTCOMM COMMUNICATIONS CORP
S-3/A, 1996-03-11
TELEPHONE & TELEGRAPH APPARATUS
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     As filed with the Securities and Exchange Commission on March 11, 1996

                                                        Registration No. 33-0045

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           Amendment No. 1 to Form S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       FASTCOMM COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

         Virginia                                               54-1289115      
(State or other jurisdiction of                              (I.R.S. Employer   
 incorporation or organization)                           Identification Number)
                               
                               45472 Holiday Drive
                            Sterling, Virginia 20166
                            Telephone: (703) 318-7750

    (Address of principal place of business, and address and telephone number
                         of principal executive offices)

                                                              Copy to:         
          Mark H. Rafferty                              Thomas G. Amon, Esq.   
      Chief Financial Officer                             Amon & Sabatini      
FastComm Communications Corporation                      437 Madison Avenue    
        45472 Holiday Drive                           New York, New York 10022 
      Sterling, Virginia 20166                       Telephone: (212) 759-9030 
     Telephone: (703) 318-7750                        (Counsel for Registrant) 
(Name, address and telephone number
       of agent for service)       
                                   
                                  

Approximate  date of commencement  of proposed sale to the public:  From time to
time after the effective date of this Registration Statement.

If the only securities  being registered on this form are being offered pursuant
to a dividend or interest reinvestment plans, please check the following box [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box [x].

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

If this form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]

<TABLE>
<CAPTION>

                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                    Proposed maximum       Proposed maximum
   Title of each class of                     Amount to be           offering price       aggregate offering           Amount of
 securities to be registered                   registered             per share(*)               price             registration fee
====================================================================================================================================
<S>                      <C>                     <C>                    <C>                   <C>                     <C>    
Common Shares, par value $.01 per                456,206                $5.50                $2,509,133              $865.15
 share ...............................
====================================================================================================================================
</TABLE>

          (*)     Estimated  solely for the purpose of calculating the amount of
                  the registration  fee and based,  pursuant to Rule 457, on the
                  closing price of the Common Stock of the Company on the NASDAQ
                  on December 28, 1995.

          The Registrant hereby amends this Registration  Statement on such date
or dates as may be necessary to delay its  effective  date until the  Registrant
shall file a further amendment which specifically  states that this Registration
Statement shall thereafter  become effective in accordance with Section 8(a)P of
the Securities  Act of 1933 or until this  Registration  Statement  shall become
effective  on such  date  as the  Securities  and  Exchange  Commission,  acting
pursuant to Section 8(a), may determine.

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

<PAGE>

- --------------------------------------------------------------------------------
Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any State in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
- --------------------------------------------------------------------------------


                      FastComm Communications Corporations

                             CROSS REFERENCE SHEET

Pursuant to Item 501 (b) of Regulation S-K Showing Location in Prospectus of
Information Required by Items of Form S-3

Item Number and Heading in
Form S-3 Registration Statement         Caption or Location in Prospectus
- -------------------------------         ---------------------------------
1.  Forepart of the Registration
    Statement and Outside Front
    Cover Page of Prospectus ........   Forepart of the Registration Statement;
                                        Outside Front Cover Page of Prospectus

2.  Inside Front and Outside Back
    Cover Pages of Prospectus .......   Inside Front and Outside Back Cover
                                        Page of Prospectus

3.  Summary Information and Risk
    Factors .........................   The Company; Risk Factors

4.  Use of Proceeds .................   Use of Proceeds

5.  Determination of Offering
    Price ...........................   Outside Front Cover Page of Prospectus

6.  Dilution ........................   Not Applicable

7.  Selling Security Holders ........   Selling Stockholders

8.  Plan of Distribution ............   Outside Front Cover Page of Prospectus
                                        Plan of Distribution

9.  Description of Securities to be
    Registered ......................   Not Applicable

10. Interests of Named Experts and
    Counsel .........................   Experts

11. Material Change .................   Not Applicable

12. Incorporation of Certain
    Information by Reference ........   Documents Incorporated By Reference

13. Disclosure of Commission
    Position ........................   Not Applicable


<PAGE>


                   SUBJECT TO COMPLETION, DATED MARCH 11, 1996

                                   ----------

                                     456,206

                                     Shares

                       FASTCOMM COMMUNICATIONS CORPORATION

                                  Common Stock

                                   ----------

     This  Prospectus  relates to the offer and sale of up to 456,206  shares of
Common Stock, par value $.01 per share, of FastComm Communications  Corporation.
All of the Common Stock offered  hereby may be sold from time to time by and for
the accounts of the selling  stockholders named in this Prospectus (the "Selling
Stockholders").  See "Selling  Stockholders."  The methods of sale of the Common
Stock offered hereby are described under the heading "Plan of Distribution." The
Company  will  receive  none  of the  proceeds  from  such  sales.  The  Selling
Stockholders will pay all expenses in connection with this offering.

     The Selling  Stockholders  and any  broker-dealers  that participate in the
distribution   of  the  Common  Stock  offered   hereby  may  be  deemed  to  be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"1933 Act"),  and any  commission or profit on the resale of shares  received by
such  broker-dealers may be deemed to be underwriting  commissions and discounts
under the 1933 Act. Upon the Company's  being notified by a Selling  Stockholder
that any material  arrangement has been entered into with a broker or dealer for
the sale of shares through a secondary  distribution,  or a purchase by a broker
or dealer,  a supplemental  Prospectus  will be filed,  if required,  disclosing
among  other  things  the  names of such  broker-dealers,  the  number of shares
involved, the price at which such shares are being sold and the commissions paid
or the discounts or concessions allowed to such broker-dealers.

     The Common Stock of the Company is listed on the NASDAQ-NMS System (Symbol:
FSCX).

                                   ----------

                   THESE SECURITIES HAVE NOT BEEN APPROVED OR
                   DISAPPROVED BY THE SECURITIES AND EXCHANGE
                  COMMISSION OR ANY STATE SECURITIES COMMISSION
              NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
              STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
               OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                   ----------

        The date of this Prospectus is ___________________________, 1996



                                       1
<PAGE>

     No  person  has  been  authorized  to give any  information  or to make any
representation other than those contained in, or incorporated by reference into,
this Prospectus, and, if given or made, such information or representations must
not be relied  upon as having  been  authorized  by the  Company or any  Selling
Stockholders.   This  Prospectus  does  not  constitute  an  offer  to  sell  or
solicitation of an offer to buy, nor shall there be any sale of these securities
by anyone,  in any state in which  such  offer,  solicitation,  or sale would be
unlawful prior to the registration or qualification under the securities laws of
any state,  or in which the person  making  such  offer or  solicitation  is not
qualified  to do so, or to any person to whom it is  unlawful to make such offer
or solicitation. Neither delivery of this Prospectus nor any sale made hereunder
shall,  under any  circumstances,  create any implication that there has been no
change in the  information  herein or the affairs of the Company  since the date
hereof.

     A registration statement on Form S-3 in respect of the Common Stock offered
by this  Prospectus  (the  "Registration  Statement")  has been  filed  with the
Securities and Exchange Commission (the "Commission"),  Washington,  D.C. 20549,
under the 1933 Act.  This  Prospectus  does not contain  all of the  information
contained in the  Registration  Statement,  certain  portions of which have been
omitted  pursuant to the rules and regulations of the  Commission.  Accordingly,
additional  information  concerning the Company and such securities can be found
in the Registration Statement,  including various exhibits thereto, which may be
inspected at the Public Reference Section of the Commission.

                              AVAILABLE INFORMATION

     The  Company is subject to the  reporting  requirements  of the  Securities
Exchange Act of 1934, as amended (the "1934 Act"),  and in accordance  therewith
files reports and other  information  with the  Commission.  Reports,  proxy and
information  statements,  and other  information  filed by the Company  with the
Commission  can be inspected  and copied,  at  prescribed  rates,  during normal
business hours at the public reference  facilities  maintained by the Commission
at 450  Fifth  Street,  N.W.  Room  1024,  Washington,  D.C.  20549,  and at the
following   Regional  Offices  of  the  Commission:   Chicago  Regional  Office,
Northwestern  Atrium  Center,  500 West  Madison  Street,  Suite 1400,  Chicago,
Illinois  60661-2511;  New York Regional Office,  75 Park Place, 14th Floor, New
York,  New York 10007.  Copies of such  materials  can also be obtained from the
Public  Reference  Section  of  the  Commission,  at  450  Fifth  Street,  N.W.,
Washington, D.C. 20549, at prescribed rates.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The following documents are incorporated by reference into this Prospectus:

     (1) Form 10-K for the fiscal  year  ended  April 30,  1995,  filed with the
Commission pursuant to Section (13)a of the 1934 Act;

     (2) Form 10-Q for the fiscal  quarters  ended  August 5, 1995,  November 4,
1995 and February 3, 1996 filed  pursuant to Section 13(a) of the 1934 Act since
the end of the fiscal year covered by the Annual Report referred to above; and

     (3) The description of the Company's Common Stock registered under the 1934
Act contained in the Company's  Form 8-A filed with the  Commission on September
8, 1988,  including any  amendments or reports filed for the purpose of updating
such description.

     All documents filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to the
termination of this offering,  shall be deemed to be  incorporated  by reference
into  this  Prospectus.   Any  statement  contained  herein  or  in  a  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded  for purposes of this  Prospectus to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.


                                       2
<PAGE>

     The  Company  will  provide  without  charge  to each  person  to whom this
Prospectus  is delivered,  upon  request,  a copy of any or all of the foregoing
documents  incorporated  herein by  reference  (not  including  exhibits  to the
information   that  is  incorporated  by  reference  unless  such  exhibits  are
specifically incorporated by reference into the information that this Prospectus
incorporated).   Requests   should  be  directed   to  FastComm   Communications
Corporation,  45472 Holiday  Drive,  Sterling,  Virginia  20166 (703)  318-7750,
Attention: Investor Relations.

                              Certain Risk Factors

     The  securities  offered  hereby  involve  a  high  degree  of  risk.  Each
prospective  investor  should  carefully  consider  the  following  risk factors
inherent  in, and  affecting  the  business  of, the  Company  before  making an
investment decision.

     1. Recent History of Losses. The Company incurred net losses of $1,999,000,
$4,084,000,  and  $1,179,940 for the years ended April 30, 1994 and 1995 and the
six months ended  November 3, 1995 and a gain of $206,000 for the quarter  ended
February  3, 1996.  There can be no  assurance  that the Company  will  generate
sufficient revenues to meet expenses or to operate profitably in the future.

     2. Competition.  The Company competes with other companies  involved in the
networking industry and the distribution of data communications equipment. These
competitors  include  computer   manufacturers,   software  vendors,   telephone
companies and distribution  companies.  This market is highly  competitive,  and
some companies with which the Company competes are substantially larger and have
significantly greater resources than the Company. There can be no assurance that
the Company will be able to continue to compete successfully in the future.

     3. Fourth  Quarter  Adjustments.  During the fourth quarter ended April 30,
1995,  the Company  increased its  allowance  for doubtful  accounts by $200,000
($0.02 per share) to take account of products returned and credited to customers
in the fourth  quarter  as well as to  provide  for  future  sales  returns  and
allowances. The Company also increased its reserve for inventory obsolescence in
the fourth  quarter by $295,000  ($0.04 per share)  primarily to take account of
certain slow moving data compression and analog modem inventory.

     During the fourth quarter ended April 30, 1994, the Company reversed a sale
in the amount of $580,000  which was  originally  recorded in the third  quarter
ended  February  5,  1994.  The  reversal  of the sale was  made  after  certain
technical  difficulties  arose in the fourth  quarter  regarding the project for
which the Company's  precede was intended.  These matters were not identified by
management  at the time of sale.  The effect on third  quarter  and fiscal  1994
operating  results  of the  reversal  of the  sale was to  increase  net loss by
approximately  $296,000,  and to increase  the per share net loss by ($0.04) per
share.

     Also during the fiscal  1994 fourth  quarter,  the  Company  increased  its
allowance  for  doubtful  accounts  to take  account of  products  returned  and
credited to customers in the fourth  quarter as well as to provide for potential
future returns and allowances.  The increase in the allowance  includes $220,000
which  management now believed was  attributable to matters which existed at the
end of third quarter.  The effect on third quarter and fiscal 1994 and operating
results of increasing  the  allowance  for doubtful  accounts by $220,000 was to
increase  the net loss by  $220,000  and to  increase  the net loss per share by
($0.03).

     4.  Restatement of Fiscal 1993 Financial  Statements.  The Company restated
its 1993 financial  statements to reflect  corrections to the accounts  payable,
cost of goods sold and additional  paid-in capital accounts,  in connection with
the re-audit of the 1993 financial  statements by the Company's  accountants BDO
Seidman.

     With respect to the 1993 financial statements,  the restatement reduced the
pre-tax income and the net income by $90,000 ($0.01  per share). The restatement
had no effect on total stockholders' equity as originally reported.

     5. Pending SEC  Investigation.  The United States  Securities  and Exchange
Commission ("SEC") is currently  conducting a confidential inquiry pursuant to a
formal order directing a private investigation  relating to certain prior public
disclosures and periodic reports of the Company. The Company is working with the
SEC  staff.   No  assurance  can  be  given   concerning  the  outcome  of  this
investigation or that the inquiry will be resolved in the near future.

     6. Weaknesses in Internal Accounting  Controls.  In 1993 the Registrant was
informed by its then independent public accounting firm,  Deloitte & Touche LLP,
of certain  weaknesses in its internal  accounting  controls,  including interim
financial  accounting  valuation  accounts,  inventory  accounting  and  account
receivable aging.  Subsequently the Company has taken numerous steps,  including
the hiring of a Chief  Financial  Officer and  accounting  staff,  to respond to
these weaknesses.

     7.   Fluctuations  in  Quarterly   Operating   Results.   The  Company  has
historically  experienced  substantial  quarterly  fluctuation  in its operating
results.  Due to changes to software and the relatively  high revenues per units
sold,   production  or  shipping  delays  or  customer  order  rescheduling  can
significantly  affect  quarterly  revenues  and  profitability.  The Company has
experienced and may again experience quarters during which a substantial portion
of  the  Company's  net  sales  are  realized  near  the  end  of  the  quarter.
Accordingly,  delays in shipments near the end of a quarter can cause  quarterly
net sales to fall  significantly sort of anticipated  levels.  Since most of the
Company's  expenses are fixed in the short term,  such  shortfalls  in net sales
could have a material  adverse  effect on the Company's  business and results of
operations.  The  Company's  operating  results  may also vary from  quarter  to
quarter  based  upon  numerous  factors  including  the  timing  of new  product
introductions,  product  mix,  levels  of sales,  proportions  of  domestic  and
international  sales  activities  of  competitors,  acquisitions,  international
events and problems in obtaining  adequate  materials or  components on a timely
basis.

     8. Shares Eligible for Future Sale. The Company has approximately 9,574,000
shares of Common Stock outstanding,  of which approximately 7,400,000 shares are
freely  tradeable  without  restriction.  The Company's  executive  officers and
directors  beneficially own 2,173,857 shares of Common Stock,  including 205,000
shares issuable upon exercise of options.

     Sales  of a  substantial  number  of  shares  in the  public  market  could
adversely affect the market price of the Common Stock and the Company's  ability
to raise additional capital at a price favorable to the Company.


                                   THE COMPANY

FastComm Communications  Corporation,  a Virginia corporation ("FastComm" or the
"Company"),  participates in the networking  industry,  which divides  logically
into two major areas:

1.   Backbone   components  and  systems:   consisting  of  large  switches  and
     multiplexers,  plus the wide area network  (WAN)  transmission  lines among
     these devices.  Generally,  backbone components are connected to each other
     by multiple  lines.  Public  networks  put backbone  components  in Central
     Offices.  Private  networks  place  them at  headquarters,  major  regional
     centers, and the largest branch locations.

2.   Access devices:  typically  smaller,  located almost  exclusively in remote
     customer  offices,  and attached to the backbone  network  through a single
     telephone  line. An access device may be part of a local area network (LAN)
     within a building or campus.

Networks may be analog, where the electrical signal varies continuously like the
volume of a speaker's voice, or digital, where the signal is either on or off (1
or 0).

FastComm  Communications Corp. (FSCX, NASDAQ) designs,  manufactures,  and sells
access  devices  that allow  computer  users to  connect  to public and  private
networks based on analog and digital transmission.  Its products include a range
of devices aimed at the fast packet  services (cell relay or ATM networks,  X.25
packet switched networks, and frame relay networks) as well as the analog public
telephone  network.  The Company's  access  devices allow many types of terminal
equipment and computers to use these services.

The Company manufacturers the bulk of its products at its headquarter locations.
But it also resells several products manufactured by others under its label.

The Company does not make the backbone  network  components  or systems,  but is
focused on the much simpler access devices.  The market  potential (in units) is
greater  for  access  products  because  there  are so many  small  offices  and
businesses that are increasingly able to justify a digital network connection.

                                    PROCEEDS

     The  Company  will not  receive  any of the  proceeds  from the sale of the
shares by the Selling Stockholders.



                                       3
<PAGE>

                              SELLING STOCKHOLDERS

     Certain of the shares offered hereby were issued to certain  individuals in
connection  with a private  placement of the  Company's  stock in December  1994
including  Mr.  Dennis,  the Company's  co-founder.  The remainder of the shares
offered hereby were issued in connection with acquisitions in 1992 and 1994.

                                  SHARES ISSUED

     The  following  table and text shows as to each  Selling  Stockholder,  any
material  relationship  with the Company or its affiliates within the past three
years; the number of shares of the outstanding Common Stock of the Company owned
as of February  15,  1996;  the number of such shares  which may be sold for the
account of the Selling  Stockholder;  and the number of such shares that will be
owned by the Selling Stockholder assuming the sale of all shares offered hereby.
Except as noted below, no Selling Stockholder beneficially owned as of April 30,
1995,  or will own as of the  completion  of this  offering  (unless  additional
shares  are  purchased  by a Selling  Stockholder),  one  percent or more of the
outstanding Common Stock of the Company.

                                                                     Number of
                                  Number of Shares  Shares Which   Shares Owned
Selling Shareholder              Owned Before Sale   May Be Sold   After Sale
- -------------------              -----------------   -----------   ----------
Danny G. Snow                          91,250          60,000         31,250

Beacon North                           10,000          10,000          -0-

Lawrence Dezenzo                       16,000          10,000          6,000

Watch Hill Research                    18,417          18,417          -0-

Estate of Robert N. Dennis            774,341         200,000        574,341

David Minker                           54,000          27,750         26,250

Mark H. Rafferty                       50,588           3,922         46,666

Peter C. Madsen                       692,866          87,616        605,250

William Flanagan                      217,421           3,922        213,499

Warren Belkin                           4,579           4,579          -0-

Jerry Zeisler                           5,000           5,000          -0-

ZyBel Microsystems Incorporated        25,000          25,000          -0-


     Peter C.  Madsen  is  President  and  William  Flanagan  is Vice  President
Marketing-Technology  and Mark Rafferty is Vice  President  and Chief  Financial
Officer  of the  Company.  Messrs.  Madsen and  Flanagan  each own more than one
percent (1%) of the outstanding  shares of the Company.  Robert N. Dennis former
President  and  Chairman  of the  Company  died on May 28,  1995.  Each of these
individuals  and the Estate of Mr.  Dennis may be  considered  affiliates of the
Company.  As such they are limited in the amount of shares which they may resell
pursuant to this Registration Statement.


                                       4
<PAGE>

                              PLAN OF DISTRIBUTION

     The shares  offered  hereby may be sold by the Selling  Stockholders.  Such
sales may be made on one or more exchanges or in the over-the-counter market, or
otherwise  at prices and at terms then  prevailing  or at prices  related to the
then-current market price, or in negotiated transactions. The shares may be sold
by one or more of the following methods,  without limitation:  (a) a block trade
in which the  broker or dealer so  engaged  will  attempt  to sell the shares as
agent but may  position  and  resell a  portion  of the  block as  principal  to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
ordinary  brokerage  transactions  and transactions in which the broker solicits
purchasers;  (d) an exchange  distribution  in accordance with the rules of such
exchange;  and (e)  face-to-face  transactions  between  sellers and  purchasers
without a broker-dealer.  In effecting sales,  brokers or dealers engaged by the
Selling  Stockholders  may arrange for other brokers or dealers to  participate.
Brokers  or  dealers  may  receive   commissions   or  discounts   from  Selling
Stockholders  in amounts to be negotiated  immediately  prior to the sale.  Such
brokers or dealers and any other participating  brokers or dealers may be deemed
to be "underwriters" within the meaning of the 1933 Act, in connection with such
sales. In addition,  any securities  covered by this Prospectus that qualify for
sale  pursuant  to Rule 144 may be sold under Rule 144 rather  than  pursuant to
this Prospectus.

     Upon  the  Company's  being  notified  by a  Selling  Stockholder  that any
material  arrangement has been entered into with a broker or dealer for the sale
of shares through a secondary distribution, or a purchase by a broker or dealer,
a supplemental  Prospectus will be filed,  if required,  pursuant to Rule 424(b)
under the 1933 Act,  disclosing  (a) the names of such  broker-dealers,  (b) the
number of shares  involved,  (c) the price at which such  shares are being sold,
(d) the  commissions  paid  or the  discounts  or  concessions  allowed  to such
broker-dealers,  (e) where applicable,  that such broker-dealers did not conduct
any investigation to verify the information set out or incorporated by reference
in this  Prospectus,  as  supplemented,  and (f)  other  facts  material  to the
transaction.

     Each  Selling  Stockholder  has agreed with the Company  that,  among other
things,  for so long as the  Registration  Statement  remains  in  effect,  such
Selling  Stockholder (1) will deliver a copy of this  Prospectus,  as amended or
supplemented,  to any  broker-dealer  or other  intermediary  and any  person or
entity purchasing any of such Selling  Stockholder's shares hereunder,  (2) will
give the Company  certain  specified  notices with  respect to any  purchases or
sales by such  Selling  Stockholder  of any Common  Stock of the Company and (3)
will not engage in any  stabilization  activity in connection with the Company's
securities.  In  addition,  each  Selling  Stockholder  will  pay  such  Selling
Stockholder's  proportionate  share of all  expenses  in  connection  with  this
offering.

                                     EXPERTS

     The financial statements and supplemental  schedules of the Company and its
consolidated  subsidiaries  as of April 30,  1995 and for the three  years  then
ended have been audited by BDO Seidman,  Independent  Auditors,  whose report is
incorporated  herein by reference from the Company's Annual Report on Form 10-K.
These financial statements and supplemental schedules are incorporated herein by
reference  in reliance  upon the reports of such  independent  certified  public
accountants given upon their authority as experts in accounting and auditing.

                                  LEGAL MATTERS

     The validity of the shares of Common Stock  offered  hereby is being passed
upon by Amon & Sabatini, New York, New York, counsel to the Company.


                                       5
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

     Expenses to be borne by the Selling  Stockholders  in  connection  with the
registration and distribution of the Common Stock being  registered,  other than
the commissions paid or the discounts or concessions  allowed to broker-dealers,
are as follows:

     SEC registration fee ...................................    *$   865.15
     Blue Sky fees and expenses (including legal fees) ......    *  1,000.00
     Legal fees and expenses ................................    * 10,000.00
     Accounting fees and expenses ...........................    *  5,000.00
     Printing expenses ......................................    *  1,000.00
     Miscellaneous ..........................................    *    134.85
                                                                 -----------
     Total ..................................................    *$18,000.00
                                                                 ===========
- ----------
* Estimated


Item 15. Indemnification of Directors and Officers.

     Article Six of the By-Laws, as amended, of the Company empowers the Company
to indemnify current or former directors,  officers,  employees or agents of the
Company or persons  serving by request of the Company in such  capacities in any
other  enterprise  or persons  who have  served by the request of the Company in
such capacities in any other enterprise to the full extent permitted by the laws
of the Commonwealth of Virginia.

     Article Tenth of the Virginia  Stock  Corporation  Act contains  provisions
authorizing indemnification by the Company of directors,  officers, employees or
agents  against  certain  liabilities  and  expenses  which  they  may  incur as
directors,  officers,  employees  or agents of the  Company or of certain  other
entities. Section 13.1 - 699 also provides that such indemnification may include
payment by the  Company of expenses  incurred  in  defending a civil or criminal
action or  proceeding  in advance  of the final  disposition  of such  action or
proceeding  upon receipt of an  undertaking  by the person  indemnified to repay
such  payment  if  he  shall  be   ultimately   found  not  to  be  entitled  to
indemnification  under the Section.  Indemnification may be provided even though
the person to be indemnified is no longer a director, officer, employee or agent
of the  Company  or  such  other  entities.  Section  13.1 - 703  also  contains
provisions  authorizing  the Company to obtain  insurance  on behalf of any such
director,  officer  employee or agent  against  liabilities,  whether or not the
Company would have the power to indemnify such person  against such  liabilities
under the provisions of the Section. The Company currently maintains a policy of
insurance  under which the  directors  and  officers of the Company are insured,
within the limits and subject to the exclusions  and  limitations of the policy,
against  certain  expenses in connection  with the defense of actions,  suits or
proceedings,  to which they are  parties by reason of being or having  been such
directors or officers.

     The  indemnification  and  advancement  of  expenses  provided  pursuant to
Section 13.1 - 699 are not  exclusive,  and subject to certain  conditions,  the
Company may make other or further  indemnification or advancement of expenses of
any of its  directors,  officers,  employees or agents.  Because the Articles of
Incorporation,   as  amended,   of  the  Company  do  not   otherwise   provide,
notwithstanding  the  failure  of the  Company to  provide  indemnification  and

                                      II-1

<PAGE>

despite a contrary  determination  by the Board of Directors or its shareholders
in a specific case, a director, officer, employee or agent of the Company who is
or was a party to a proceeding  may apply to a court of  competent  jurisdiction
for  indemnification or advancement of expenses or both, and the court may order
indemnification  and  advancement of expenses,  including  expenses  incurred in
seeking   court-ordered   indemnification  or  advancement  of  expenses  if  it
determines that the petitioner is entitled to mandatory indemnification pursuant
to Section 13.1 - 698 because he has been  successful on the merits,  or because
the Company has the power to  indemnify  on a  discretionary  basis  pursuant to
Section 13.1 - 699 or because the court determines that the petitioner is fairly
and reasonably entitled to indemnification or advancement of expenses or both in
view of all the relevant circumstances.

     Section 13.1692.1 of the Act provides that the damages assessed against any
officer or director arising out of a single transaction, occurrence or course of
conduct shall not exceed the lesser of (1) the monetary  amount  specified i the
articles of  incorporation;  or (2) the greater of (i) $100,000 or the amount of
cash  compensation  received by the officer or director from the corporation for
the twelve  (12) months  immediately  preceding  the act or  omission  for which
liability  was imposed.  The  liability  of an officer or director  shall not be
limited  as  provided  above if the  officer  or  director  engaged  in  willful
misconduct  or a knowing  violation  of criminal  law or of any federal or state
securities law including  without limit of any claim of unlawful insider trading
or manipulation of the market for any security.

     The Agreement  between the Company and the Selling  Stockholders  (filed as
Exhibit  4.1)  provides  that  the  Selling   Stockholders  and,  under  certain
circumstances,  persons participating as underwriters in the offering or sale of
the Common Stock being  registered  will indemnify and hold harmless the Company
and each director, officer and controlling person of the Company with respect to
any statement or omission in the Registration  Statement or the Prospectus based
upon written information furnished to the Company by or on behalf of the Selling
Stockholders or such underwriters, as the case may be, for inclusion therein.


Item 16. Exhibits

     (a) Exhibits:

 3.1     Restated Articles of Incorporation of the Company.(1)

 3.2     By-Laws of the Company, as amended.(1)

 4.1     Form of Agreement between the Company and the Selling Stockholders.(2)

 5.1     Opinion of Amon & Sabatini.(2)

23.1     Consent of BDO Seidman, Independent Auditors.(2)

23.2     Consent of Amon & Sabatini (included in Exhibit 5.1).(3)

- ----------

     (1)  Previously filed as an Exhibit to the Company's Registration Statement
          on Form S-18, File No. 33-19785.

     (2)  Filed herewith.

     (3)  Previously filed.
                                      II-2

<PAGE>

Item 17. Undertakings.

     A. The undersigned hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement;

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  Registration  Statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     Registration Statement; and

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the Registration  Statement or any
     material change to such information in the Registration Statement; provided
     however,  that paragraphs A.(1)(i) do not apply if the information required
     to be  included  in a  post-effective  amendment  by  those  paragraphs  is
     contained in periodic  reports filed by the Registrant  pursuant to Section
     13 or  Section  15(d)  of the  Securities  Exchange  Act of 1934  that  are
     incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities  at that time shall be deemed to the  initial  bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     B. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing  provisions or otherwise,  the Company has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities  (other than the payment by the Company of express incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      II-3

<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has duly  caused  Amendment  No. 1 to
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the Town of Sterling,  Commonwealth of Virginia on March 11,
1996.


                                           FASTCOMM COMMUNICATIONS CORPORATION


                                           By:    /s/ PETER C. MADSEN
                                                  Peter C. Madsen, President




     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the dates  indicated.  Each person  whose  signature  to this
Registration  Statement  appears below has appointed each of Peter C. Madsen and
Mark H. Rafferty as his  attorney-in-fact to sign on his behalf individually and
in the  capacity  stated  below and to file all  amendments  and  post-effective
amendments,  supplements  to  this  Registration  Statement,  and  any  and  all
instruments  or  documents   filed  as  part  of  or  in  connection  with  this
Registration  Statement or any  amendment or  supplement  thereto,  and any such
attorney-in-fact  may make  such  changes  and  additions  to this  Registration
Statement as such attorney-in-fact may deem necessary or appropriate.

<TABLE>
<CAPTION>

         Signature                                            Title                              Date
         ---------                                            -----                              ----

<S>                                 <C>                                               <C> 

        /s/ PETER C. MADSEN         President (Principal Executive Officer),          March 11, 1996
          Peter C. Madsen           and Director



        /s/ MARK H. RAFFERTY        Chief Financial Officer (Principal Financial      March 11, 1996
          Mark H. Rafferty                  and Accounting Officer)


        /s/ EDWARD R. OLSON         Director                                          March 11, 1996
          Edward R. Olson


_______________________________     Director                                          ___________, 1996
          Gary H. Davison          


        /s/ THOMAS G. AMON          Director                                          March 11, 1996
          Thomas G. Amon

</TABLE>



                                      II-4

<PAGE>



                       FASTCOMM COMMUNICATIONS CORPORATION

                                  Exhibit Index



 3.1   Restated Articles of Incorporation of the Company.(1)

 3.2   By-Laws of the Company, as amended.(1)

 4.1   Form of Agreement between the Company and the Selling Stockholders.(2)

 5.1   Opinion of Amon & Sabatini.(2)

23.1   Consent of BDO Seidman, Independent Auditors.(2)

- ----------
(1)    Previously filed.
(2)    Filed herewith.



                                      II-5

<PAGE>



Consent Of Independent Certified Public Accountants




FastComm Communications Corporation
Sterling, Virginia



     We hereby  consent to the  incorporation  by  reference  in the  Prospectus
constituting  a part of this  Registration  Statement  on Form S-3 of our report
dated July 28,  1995  relating  to the  consolidated  financial  statements  and
schedule of  FastComm  Communications  Corporation  appearing  in the  Company's
Annual Report on Form 10-K for the year ended April 30, 1995.

         We also consent to the  reference to us under the caption  "Experts" in
the Prospectus.


                                        /s/ BDO SEIDMAN, LLP

Washington, D.C.
March 7, 1996


                                      II-6


<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              APR-30-1996
<PERIOD-START>                                 MAR-31-1995
<PERIOD-END>                                   NOV-04-1995
<CASH>                                           2,003,366
<SECURITIES>                                             0
<RECEIVABLES>                                    1,966,437
<ALLOWANCES>                                       229,000
<INVENTORY>                                      1,958,677
<CURRENT-ASSETS>                                 5,765,005
<PP&E>                                             945,659
<DEPRECIATION>                                     579,630
<TOTAL-ASSETS>                                   6,584,086
<CURRENT-LIABILITIES>                            1,487,059
<BONDS>                                                  0
                               94,970
                                              0
<COMMON>                                                 0
<OTHER-SE>                                       4,943,057
<TOTAL-LIABILITY-AND-EQUITY>                     6,584,086
<SALES>                                          3,203,839
<TOTAL-REVENUES>                                 3,241,253
<CGS>                                            1,634,520
<TOTAL-COSTS>                                    2,824,787
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                   229,000
<INTEREST-EXPENSE>                                  15,336
<INCOME-PRETAX>                                (1,173,540)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                            (1,173,540)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                   (1,173,540)
<EPS-PRIMARY>                                        (.12)
<EPS-DILUTED>                                        (.12)
        


</TABLE>


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