As filed with the Securities and Exchange Commission on November 16, 2001
                                                 Registration No. 333-69564


                      SECURITIES AND EXCHANGE COMMISSION

                                AMENDMENT NO. 1
                                      TO

                                   FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         SPEEDCOM WIRELESS CORPORATION
            (Exact name of registrant as specified in its charter)

          Delaware                                        58-2044990
(State or other jurisdiction              (I.R.S. Employer Identification No.)
     of incorporation)


                        7020 Professional Parkway East
                           Sarasota, Florida  34240
                                (941) 907-2300

  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)
                              Michael W. McKinney

                        7020 Professional Parkway East
                           Sarasota, Florida  34240
                                (941) 907-2300

(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                                   Copy to:
                                Linda Y. Kelso
                                Foley & Lardner
                               200 Laura Street
                         Jacksonville, Florida  32202
                                (904) 359-2000

Approximate date of commencement of proposed sale to the public:  From time to
time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant
to 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, please 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 of 1933, 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 of 1933, please 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 under
the Securities Act of 1933, please check the following box. [_]


                        Calculation of Registration Fee




------------------------------------------------------------------------------------------------------------
  Title of each                                Proposed             Proposed
     class of                                  maximum               Maximum
 securities to be          Amount to be     offering price          Aggregate                Amount of
    registered            Registered (1)   per unit (2)(3)    Offering Price (2)(3)    registration fee (3)
------------------------------------------------------------------------------------------------------------
                                                                         
Common Stock, $0.001        18,013,762          $1.11                $19,831,043              $4,957.76
par value per share




(1)  This registration statement covers shares of common stock issuable to the
     selling securityholders upon conversion of convertible preferred stock
     and/or shares of common stock issuable upon the exercise of warrants held
     by the selling securityholders.  This registration statement will cover an
     indeterminate number of additional shares that may become exercisable under
     the warrants to the extent permitted by Rule 416 under the Securities Act
     of 1933 (Securities Act), as amended.

(2)  Estimated solely for the purpose of calculating the registration fee.

(3)  Pursuant to Rule 457(c), the price of the common stock is based upon the
     average of the high and low prices of the common stock on the Nasdaq
     SmallCap Market on a date within five business days prior to the filing. On
     September 18 the Registrant paid a filing fee of $4,648.24 for the
     registration of 16,750,429 shares based on $1.11, the average of the high
     and low prices of the common stock on the Nasdaq SmallCap Market on
     September 10, 2001. The price for the additional 1,263,333 shares covered
     by this Amendment has been based on $.98, the average of the high and low
     prices of the common stock on the Nasdaq SmallCap Market on November 13,
     2001.


     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) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.





THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING SECURITYHOLDERS MAY NOT SELL THESE SECURITIES PURSUANT TO THIS
PROSPECTUS UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

    SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED November 16, 2001.


                                  PROSPECTUS

                         SPEEDCOM WIRELESS CORPORATION

                       18,013,762 Shares of Common Stock


                        ______________________________

     The selling securityholders who are identified in this prospectus may offer
and sell from time to time up to 18,013,762 shares of common stock of SPEEDCOM
Wireless Corporation by using this prospectus. Of these shares, 356,500 shares
are presently outstanding, up to 8,630,000 shares are issuable upon conversion
of presently outstanding convertible preferred stock and up to 9,027,262 shares
are issuable upon the exercise of outstanding warrants. Assuming the conversion
of the convertible preferred stock and exercise of the outstanding warrants, the
shares covered by this prospectus represent 65% of SPEEDCOM's outstanding common
stock. For more information, please refer to "Selling Securityholders" on page 6
of this prospectus.


     Our common stock is traded on the Nasdaq SmallCap Market under the ticker
symbol "SPWC." On November 13, 2001, the closing price of our common stock, as
reported by the Nasdaq SmallCap Market, was $.995 per share.


                        ______________________________

     Investing in our common stock involves risks that are described in the
"Risk Factors" section beginning on page 1 of this prospectus.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

               The date of this prospectus is __________, 2001.


                               TABLE OF CONTENTS

                                                                 Page
                                                                 ----

THE OFFERING....................................................  1
RISK FACTORS....................................................  1
RECENT COMPANY DEVELOPMENTS.....................................  1
WHERE YOU CAN FIND MORE INFORMATION.............................  4
FORWARD-LOOKING STATEMENTS......................................  5
USE OF PROCEEDS.................................................  6
SELLING SECURITYHOLDERS.........................................  6
PLAN OF DISTRIBUTION............................................  8
LEGAL MATTERS...................................................  9
EXPERTS.........................................................  9

                                       i


                                  THE OFFERING

     The offering price for the common stock may be the market price for our
common stock prevailing at the time of sale, a price related to the prevailing
market price, at negotiated prices or such other price as the selling
securityholders determine from time to time.



                                  RISK FACTORS

     The shares of common stock being offered involve a high degree of risk.
The trading price of our common stock could decline due to any of these risks,
and you could lose all or part of your investment.  Before you buy shares of our
common stock you should carefully consider the risk factors included under the
caption "Certain Factors That May Affect Future Result's Financial Condition and
Market Price of Securities" in the "Management's Discussion and Analysis"
Section of:

     .    our annual report on Form 10-KSB/A for the year ended December 31,
          2000, as amended,

     .    our quarterly report on Form 10-QSB/A for the quarter ended March 31,
          2001, as amended,

     .    our quarterly report on Form 10-QSB/A for the quarter ended June 30,
          2001, as amended, and

     .    our quarterly report on Form 10-QSB for the quarter ended September
          30, 2001, and the other information contained in our periodic reports
          filed with the SEC which are incorporated by reference. You should
          also consider the following:

If the selling securityholders elect to convert their preferred stock and
exercise their warrants in order to sell the underlying shares of common stock
covered by this prospectus, it will result in a 174% increase in the number of
our shares of common stock outstanding.

     We have 10,122,113 shares outstanding as of October 31, 2001.  Of the
shares being offered by this prospectus, 17,657,262 shares are issuable upon
conversion of our outstanding convertible preferred stock or exercise of
outstanding warrants.  Issuance of those shares will result in substantial
dilution to our existing shareholders and could have an adverse effect on the
market price of our stock.

                          RECENT COMPANY DEVELOPMENTS

     In June 2001, SPEEDCOM issued the following securities in connection with
restructuring outstanding debt in the aggregate amount of $2,025,000:

     .    955,146 shares of Series A convertible preferred stock,




     .    Series A warrants for the purchase of 916,361 shares of common stock,
          and

     .    Series B warrants for the purchase of up to 955,146 shares of common
          stock.

     In August 2001, SPEEDCOM issued the following securities in a private
placement:

     .    3,835,554 shares of Series B convertible preferred stock,

     .    Series A warrants for the purchase of 3,068,448 shares of common
          stock, including 916,361 Series A warrants issued in exchange for the
          Series A warrants issued in the June transaction described above, and

     .    Series B warrants for the purchase of up to 4,560,481 shares of common
          stock, including 955,146 Series B warrants issued in exchange for the
          Series B warrants issued in the June transaction described above.

     The aggregate purchase price of $8.6 million was paid $2,722,400 in cash
and the balance was paid by the retirement of:

     .    955,146 shares of Series A convertible preferred stock issued in June
          2001,

     .    subordinated promissory notes in the aggregate principal amount of
          $2,000,000 issued by SPEEDCOM in April 2001,

     .    promissory notes in the aggregate principal amount of $950,000 issued
          by SPEEDCOM in June 2001, and

     .    other promissory notes in the aggregate principal amount of $512,800
          issued by SPEEDCOM during 2000.

Terms of the Series B Preferred Stock

     The Series B convertible preferred stock may be converted, at the election
of the holder, at any time. Each share of Series B convertible preferred stock:

     .    is convertible into 2 shares of SPEEDCOM's common stock;

     .    has a liquidation preference of $2.25; and

     .    will accrue dividends, beginning August 23, 2003, to be paid upon
          conversion at the rate of 14% of the liquidation preference.

     However, if SPEEDCOM has not signed a definitive agreement for a bona fide
change in control transaction before December 28, 2001, which is publicly
announced before February 23, 2002 and which closes before March 31, 2002, the
conversion price will be adjusted so that each share of Series B convertible
preferred stock will be convertible into 2.25 shares of SPEEDCOM common stock.
The liquidation preference will increase to $3.38 ($4.50 if paid in stock) if a


                                       2



change of control agreement is not announced by February 23, 2002 and closed by
April 23, 2002.  The liquidation preference will increase to $3.04 ($3.83 if
paid in stock) if a change of control agreement is announced by February 23,
2002 and closed by April 23, 2002.

     In addition, the terms of the Series B convertible preferred stock provide
for mandatory conversion, automatically, without any action on the part of the
holder, if

     .    at least 12 months after the date of issuance of the Series B
          convertible preferred stock, the closing bid price of the common stock
          exceeds $2.25 for a period of twenty consecutive trading days, and

     .    the underlying common stock is registered under the Securities Act of
          1933.

Terms of the Series A Warrants

     The Series A warrants, which expire August 23, 2006, have an exercise price
of $2.50 per share and may be exercised, in whole or in part, at any time during
their term.  Beginning one year after issuance of the Series B preferred stock,
we may redeem the Series A warrants for $0.10 per share if our common stock
closes at $5.00 or more for 15 consecutive trading days at any time, provided
that the underlying shares are registered under the Securities Act of 1933.

Terms of the Series B Warrants

     The Series B warrants may be exercised, in whole or in part, at an exercise
price of $0.01 per share, only as follows:

     1.   if SPEEDCOM, as reported in its audited financial statements included
          in our Form 10-KSB for fiscal year 2001, fails to achieve EBITDA of at
          least $00.00 during the fourth quarter of fiscal year 2001, then all
          of the Series B warrants will become immediately exercisable as to the
          full number of shares of common stock represented by the warrants;

     2.   if SPEEDCOM has an EBITDA gain of up to $100,000 during the fourth
          quarter of fiscal year 2001, then the Series B warrants will become
          immediately exercisable as follows: number of shares of common stock
          not previously issuable upon exercise of the Series B warrants
          multiplied by {1-(the EBITDA gain divided by $100,000)}; and

     3.   if SPEEDCOM fails to achieve a minimum of $4,500,000 in revenue (as
          defined by generally accepted accounting principles ("GAAP")) for the
          fourth quarter of fiscal year 2001, then the Series B warrants will
          become immediately exercisable as to all shares of common stock not
          previously issuable upon exercise.

     For this purpose, "EBITDA" means operating profit (as defined by GAAP and
reported on SPEEDCOM's statement of income) plus depreciation and amortization
as reported by SPEEDCOM on its statement of cash flows.


                                       3



     The Series B warrants will expire on the earlier of April 15, 2002 and the
date that results in the holder receiving at least $1.52 per share in cash or
$1.91 per share in shares of registered common stock of the surviving company in
exchange for their Series B preferred stock.

     Of the 18,013,762 shares of common stock covered by this registration
statement, 16,258,929 shares are issuable upon conversion of the Series B
convertible preferred stock and exercise of the warrants issued in August 2001.

     On September 28, 2001, SPEEDCOM announced that it was restructuring its
management team in a move to reduce costs and improve profitability.  Bruce
Sanguinetti, SPEEDCOM's president, and Jay O. Wright, SPEEDCOM's chief financial
officer, both having achieved their specific goals for the company, agreed to
step down. Mr. Sanguinetti's duties will be divided among Michael McKinney,
SPEEDCOM's chairman and chief executive officer, and other existing officers and
Mr. Wright's duties will be handled by Sara Byrne, vice president of finance and
accounting, and by Mr. McKinney. Mr. Sanguinetti remains a member of SPEEDCOM's
board of directors.


                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and other
financial and business information with the SEC. Our SEC filings are available
on the SEC's web site at http://www.sec.gov.  You also may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information about their public reference rooms, including copy charges.
In addition, you can read and copy our SEC filings at the office of the National
Association of Securities Dealers, Inc. at 1735 "K" Street, Washington, DC
20006.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede information in this prospectus and
in our other filings with the SEC. We incorporate by reference the following
which we have previously filed with the SEC under the Securities Exchange Act of
1934 (File No. 0-21061):

 .    Our Annual Report on Form 10-KSB/A for the year ended December 31, 2000;

 .    Our Quarterly Reports on Form 10-QSB/A for the quarters ended March 31,
     June 30 and on Form 10-QSB for the quarter ended September 30, 2001; and

 .    The description of our common stock which is contained in our registration
     statement on Form 8-A.


     We also incorporate by reference any future filings we make with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until the selling securityholders sell all of the shares of common stock covered
by this prospectus.

                                       4


     You may request a copy of these filings at no cost, by writing or calling
us at the following address:

     SPEEDCOM Wireless Corporation

     7020 Professional Parkway East
     Sarasota, Florida 34240
     Telephone: (941) 907-2300

     Attention: Michael W. McKinney

     You should rely only on the information contained in, or incorporated by
reference into, this prospectus. We have not authorized anyone to provide you
with additional or different information. You should not assume that the
information in this prospectus or any document incorporated by reference is
accurate as of any date other than the date of those documents.

     You may also obtain from the SEC a copy of the registration statement and
exhibits that we filed with the SEC when we registered the shares of common
stock. The registration statement may contain additional information that may be
important to you.


                           FORWARD-LOOKING STATEMENTS

     We make statements in this prospectus and the documents incorporated by
reference that are considered forward-looking statements under the federal
securities laws. Such forward-looking statements are based on the beliefs of our
management as well as assumptions made by and information currently available to
them. The words "anticipate," "believe," "may," "estimate," "expect," and
similar expressions, and variations of such terms or the negative of such terms,
are intended to identify such forward-looking statements.

     All forward-looking statements are subject to certain risks, uncertainties
and assumptions. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, our actual results,
performance or achievements could differ materially from those expressed in, or
implied by, any such forward-looking statements. Important factors that could
cause or contribute to such difference include those discussed in our annual
report on Form 10-KSB/A and our other periodic filings with the SEC.


                                USE OF PROCEEDS

     We will not receive any proceeds from the sale of the shares of common
stock offered by the selling securityholders pursuant to this prospectus. We
will receive proceeds if selling securityholders exercise their warrants to
purchase shares of common stock. If the selling securityholders exercise all of
their warrants, the maximum gross proceeds received by us would be approximately
$11,838,807.  When and if we receive these funds, they will be used for general
corporate purposes.


                                       5


                            SELLING SECURITYHOLDERS

     The shares of common stock offered by this prospectus have been or will be
issued to the selling securityholders (or their assignees) directly by us. The
following table sets forth certain information with respect to the beneficial
ownership of shares of our common stock by the selling securityholders as of
November 1, 2001 and the number of shares which may be offered pursuant to this
prospectus for the account of each of the selling securityholders or their
transferees from time to time.  Information in the table may not include shares
held in nominee name unless we are aware of the ownership of these shares.
Except as described in the footnotes to the table, to the best of our knowledge,
none of the selling securityholders has had any position, office or other
material relationship with our company within the past three years (other than
as a security holder).

     In determining the maximum number of shares which may be sold in the
offering by any selling security holder we have assumed exercise of all warrants
beneficially owned by the selling securityholders and conversion of all Series B
convertible preferred stock into common stock. For purposes of calculating the
percentage of class, we used the current number of common shares issued and
outstanding plus the total maximum number of shares which may be added in this
offering (excluding shares which may be issued as the result of anti-dilution
provisions).  We did not include 4,455,519 shares of common stock issuable upon
the exercise of warrants and other rights to purchase our common stock held by
other stockholders and approximately 5,200,000  shares of common stock reserved
for issuance upon the exercise of employee and director stock options
outstanding on September 1, 2001. Assuming the sale of all shares covered by
this prospectus, no selling security holder will own 1% or more of our
outstanding common stock after completion of the offering.  Unless otherwise
described in the notes to the table, all of the shares offered by the selling
security holders are issuable upon conversion of Series B preferred stock that
we issued in August 2001 and related warrants that we issued in June and August
2001, as described above under "Recent Company Developments."


                                       6










                                Number of         Shares Issuable                             Maximum
                                 Shares                 Upon           Shares Issuable       Number of             Number of
                               Known to be         Conversion of      Upon Exercise of      Shares Which         Shares Owned
                               Owned Prior            Series B           Outstanding       May Be Sold in          After the
 Selling Securityholder        to Offering        Preferred Stock         Warrants         This Offering           Offering
------------------------      -------------     -------------------  ------------------   -----------------    -----------------
                                                                                                
S.A.C. Capital Associates,
 LLC/(1)/                                             3,619,922            3,746,679            7,366,601                    0

SDS Merchant Fund, L.P./(2)/                          1,787,994            1,853,921            3,641,915                    0
Oscar Private Equity
 Investments, L.P./(3)/                               1,260,626            1,334,394            2,595,020                    0

Irvin Kessler                                           600,001              530,402            1,130,403                    0
Kessler Family Limited
 Partnership/(4)/                                       200,001              176,802              376,803                    0

Bruce L. Sanguinetti/(5)/           9,162               501,251              516,440            1,017,691                9,162
Thomas L. Shields, Jr.             95,000               252,000              222,768              474,768               95,000
Robert B. Prag                     46,250               225,000              198,900              423,900               46,250
Frank M. Bishop                                         100,002               88,402              188,404                    0
H.C. Wainwright & Co.,
 Inc./(6)/                        173,000                                                         163,000               10,000

Jason Adelman/(6)/                100,000                                                          95,000                5,000
George Reichl                                            50,002               44,203               94,205                    0
The Endeavor Capital
      Investment Fund S.A./(7)/                                               50,000               50,000                    0
DLJSC for the benefit of
      Richard C. Ross                                    22,401               19,803               42,204                    0
Scott Weisman/(6)/                 40,000                                                          35,000                5,000
Matthew Balk/(6)/                  40,000                                                          35,000                5,000
Tayside Trading Ltd./(8)/                                                    100,000              100,000                    0
Eric Singer/(6)/                   22,000                                                          22,000                    0
William O. Shields                  3,000                10,800                9,548               20,348                3,000
I. W. Miller Group, Inc./(9)/                                                135,000              135,000                    0
George Goebel/(10)/                 6,500                                                           6,500                    0


     ___________

     (1)  Voting and investment control of these securities is held by S.A.C.
          Capital Advisors, LLC, the investment manager for S.A.C. Capital
          Associates, LLC. Mr. Steven A. Cohen is the managing member of S.A.C.
          Capital Advisors, LLC.
     (2)  The general partner of SDS Merchant Fund, L.P. is SDS Capital
          Partners, LLC. Voting and investment control of these securities is
          held by Mr. Steve Derby, the managing member of SDS Capital Partners,
          LLC.
     (3)  Oscar Private Equity, LLC is the general partner of Oscar Private
          Equity Investments, L.P. Voting and investment control of these
          securities is held by Messrs. Brett S. Messing and Timothy F.
          Sylvester, the managing members of Oscar Private Equity, LLC.
     (4)  Voting and investment control of these securities is held by Mr. Irvin
          Kessler, the general partner of Kessler Family Limited Partnership.
          Mr. Kessler is an affiliate of Knight Trading Group, Inc., a
          registered securities broker-dealer.
     (5)  Mr. Sanguinetti is a director of SPEEDCOM and formerly served as its
          president.
     (6)  In connection with the sale of the Series B convertible preferred
          stock in August 2001, SPEEDCOM issued an aggregate of 350,000 shares
          of common stock to H. C. Wainwright & Co., Inc. and officers of H. C.
          Wainwright & Co., Inc. as partial compensation for their investment
          banking services. Voting and investment control of these securities is
          held by Mr. Stephen Barrett, chief executive officer of H. C.
          Wainwright & Co., Inc. H. C. Wainwright & Co., Inc. is a registered
          securities broker-dealer.
     (7)  In March, 2001 SPEEDCOM issued warrants for 50,000 shares of common
          stock to The Endeavor Capital Investment Fund S.A. and 25,000 shares
          to Tayside Trading Ltd. as part of a private financing transaction.


                                       7



          The warrants have an exercise price of $6.00 per share and expire on
          March 31, 2006. Voting and investment control of the warrants owned by
          The Endeavor Capital Investment Fund S.A. is held by Mr. Barry Herman,
          its president. Voting and investment control of the warrants owned by
          Tayside Trading Ltd. is held by Mr. Esriel Pines, its president.
     (8)  In March, 2001 SPEEDCOM issued warrants for an additional 75,000
          shares of common stock to Tayside Trading, Ltd. as compensation for
          consulting services provided by Mr. Pines.
     (9)  Consists of shares issuable upon exercise of warrants which were
          issued to I. W. Miller Group, Inc. as compensation for consulting
          services. Voting and investment control of these shares is held by Ira
          W. Miller, the president of I. W. Miller Group, Inc.
     (10) In September, 2001, SPEEDCOM issued 6,500 shares of common stock to
          Mr. Goebel as compensation for web site development and investor
          relations services.


                              PLAN OF DISTRIBUTION

     The shares of common stock offered hereby may be sold by the selling
securityholders or by their respective pledgees, donees, transferees or other
successors in interest. Such sales may be made at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. The shares may be sold
by one or more of the following (as well as other methods of sale):

 .    One or more block trades in which a broker or dealer so engaged will
     attempt to sell all or a portion of the shares held by the selling
     securityholders as agent but may position and resell a portion of the block
     as principal to facilitate the transaction;

 .    Purchase by a broker or dealer as principal and resale by such broker or
     dealer as principal and resale by such broker or dealer for its account
     pursuant to this prospectus;

 .    Ordinary brokerage transactions and transactions in which the broker
     solicits purchasers; and

 .    Privately negotiated transactions between the selling securityholders and
     purchasers without a broker-dealer.

     The selling securityholders may effect such transactions by selling shares
to or through broker-dealers, and such broker-dealers may receive compensation
in negotiated amounts in the form of discounts, concessions, commissions or fees
from the selling securityholders and/or the purchasers of the shares for whom
such broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). Such brokers or dealers or other participating brokers
or dealers and the selling securityholders may be deemed to be "underwriters"
within the meaning of the Securities Act, in connection with such sales. Except
for customary selling commissions in ordinary brokerage transactions, any such
underwriter or agent will be identified, and any compensation paid to such
persons will be described, in a prospectus supplement. In addition, any
securities covered by this prospectus that qualify for sale pursuant to Rule 144
might be sold under Rule 144 rather than pursuant to this prospectus.

     We have agreed to bear all costs, expenses and fees in connection with the
registration of the shares of our common stock offered by this prospectus. We
have also agreed to indemnify the

                                       8


selling securityholders against certain liabilities, including liabilities
arising under the Securities Act.

                                 LEGAL MATTERS

     The validity of 16,750,429 shares of common stock issuable upon conversion
of the Series B preferred stock and exercise of the Series A and Series B
warrants and intended to be sold pursuant to this prospectus will be passed upon
for SPEEDCOM by Jay O. Wright, former general counsel of SPEEDCOM.  The validity
of 1,263,333 shares of common stock issuable upon exercise of other outstanding
warrants and intended to be sold pursuant to this prospectus will be passed upon
for SPEEDCOM by Foley & Lardner, Jacksonville, Florida.

                                    EXPERTS

     The financial statements and schedule of SPEEDCOM Wireless Corporation
appearing in SPEEDCOM Wireless Corporation's Annual Report (Form 10-KSB/A) for
the year ended December 31, 2000, have been audited by Ernst & Young LLP,
independent certified public accountants, as set forth in their report thereon
included therein and incorporated herein by reference.  Such financial
statements and schedule are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in accounting and
auditing.

You should rely only on the information incorporated by reference, provided in
this prospectus or any supplement that we have referred you to.  We have not
authorized anyone else to provide you with different information.  You should
not assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of those documents.  However,
you should realize that our affairs may have materially changed since the date
of this prospectus.  This prospectus will not reflect such changes.  You should
not consider this prospectus to be an offer or solicitation relating to the
securities in any jurisdiction in which such an offer or solicitation relating
to the securities is not authorized, if the person making the offer or
solicitation is not qualified to do so, or if it is unlawful for you to receive
such an offer or solicitation.

                                       9


                         SPEEDCOM WIRELESS CORPORATION



                             18,013,762 SHARES OF
                                 COMMON STOCK



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

                                  PROSPECTUS

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



                                _________, 2001


                                    PART II

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The expenses in connection with the registration of shares of the selling
securityholders will be borne by SPEEDCOM and are estimated as follows:


Commission registration fee.........................................  $ 4,957.76
Accounting fees and expenses........................................  $ 6,000.00
Legal fees and expenses.............................................  $10,000.00
Miscellaneous expenses..............................................  $   200.00
                                                                      ----------

Total...............................................................  $21,157.76
                                                                      ==========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our Certificate of Incorporation permits us to indemnify our officers and
directors to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law. Section 145 contains provisions permitting corporations
organized thereunder to indemnify directors, officers, employees or agents
against expenses, judgments and fines and amounts paid in settlement actually
and reasonably incurred and against certain other liabilities in connection with
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person was or is a director, officer, employee or agent of the corporation.

ITEM 16. EXHIBITS

     See the attached Exhibit Index that follows the signature page.

ITEM 17. UNDERTAKINGS

     The undersigned registrant 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. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high and

                                      II-1


     of the estimated maximum offering range may be reflected in the form of
     prospectus filed with the Commission pursuant to Rule 424(b) if, in the
     aggregate, the changes in volume and price represent no more than a 20
     percent change in the maximum aggregate offering price set forth in the
     "Calculation of Registration Fee" table in the effective registration
     statement.

       (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 (1)(i) and (1)(ii) above 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, as amended
(the Exchange Act) 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 be 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.

     (4)  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 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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.

     (5)  That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

     (6)  That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.

     (7)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the

                                      II-2


opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant 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 registrant 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3


                                  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 this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sarasota, State of Florida, on November 16, 2001.


                                 SPEEDCOM WIRELESS CORPORATION,
                                 a Delaware corporation


                                 By: /s/ Michael W. McKinney
                                    ------------------------------------
                                    Michael W. McKinney
                                    Chief Executive Officer




     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.




               SIGNATURE                                 TITLE                        DATE
               ---------                                 -----                        ----
                                                                          
                                                Chairman of the Board and
 /s/ Michael W. McKinney                        Chief Executive Officer         November 16, 2001
----------------------------------------
 Michael W. McKinney

 /s/ Sara Byrne                                 Vice President of Finance       November 16, 2001
----------------------------------------        and Accounting, acting
 Sara Byrne                                     Chief Financial Officer


 /s/ Bruce Sanguinetti                          Director                        November 16, 2001
----------------------------------------
 Bruce Sanguinetti

 /s/ R. Craig Roos                              Director                        November 16, 2001
----------------------------------------
 R. Craig Roos

 /s/ Mark Boyce                                 Director                        November 16, 2001
----------------------------------------
 Mark Boyce

 /s/ John T. von Harz                           Director                        November 16, 2001
----------------------------------------
 John T. von Harz




                                 EXHIBIT INDEX




EXHIBIT                                 DESCRIPTION OF EXHIBIT
NUMBER
            
3.1*           Amended and Restated Certificate of Incorporation of SPEEDCOM Wireless
               Corporation, as amended

3.2*           Amended and Restated Bylaws of SPEEDCOM Wireless Corporation,
               incorporated by reference to Exhibit 3.3 to the Registrant's Quarterly Report on
               Form 10-QSB filed May 14, 2001 (File No. 000-21061)

4.1*           Purchase Agreement, dated August 23, 2001, by and among SPEEDCOM
               Wireless Corporation and the Purchasers, as defined therein

4.2*           Registration Rights Agreement, dated August 23, 2001, by and among
               SPEEDCOM Wireless Corporation and the Purchasers, as defined therein

4.3*           Form of Series A Warrant of SPEEDCOM Wireless Corporation dated
               August 23, 2001

4.4*           Form of Series B Warrant of SPEEDCOM Wireless Corporation dated
               August 23, 2001

4.5*           Settlement Agreement between SPEEDCOM Wireless Corporation and I.W.
               Miller Group, Inc. dated June 25, 2001

4.6**          Registration Rights Agreement dated March 2, 2001, by and among
               SPEEDCOM Wireless Corporation and the Initial Investors, as defined therein

4.7**          Form of Warrant of SPEEDCOM Wireless Corporation dated March 2, 2001

4.8            Form of Warrant of SPEEDCOM Wireless Corporation dated June 11, 2001
               (incorporated herein by reference to Exhibit 4.12 to the Registrant's current
               report on Form 8-K filed July 2, 2001)

5.1*           Opinion of Jay O. Wright as to the legality of 16,750,429 shares of the Common
               Stock offered hereby (including consent).

5.1.1**        Opinion of Foley & Lardner as to the legality of 1,263,333 shares of the
               Common Stock offered hereby (including consent)

23.1**         Consent of Ernst & Young LLP, Independent Certified Public Accountants




The Board of Directors
November 16, 2001
Page 2



EXHIBIT                                 DESCRIPTION OF EXHIBIT
NUMBER
            
24.1*          Powers of Attorney (included on Signature Page)


--------------
*     Previously filed
**    Filed herewith