**As
      filed with the Securities and Exchange Commission on June 9, 2006.**     **File
      No. 333-**





**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


**_____________________**


**FORM
      S-8**


**REGISTRATION
      STATEMENT**


***Under***


***THE
      SECURITIES ACT OF 1933***


**_____________________**


**Terabeam,
      Inc.**


**(Exact
      name of registrant as specified in its charter)**


**_____________________**


**DELAWARE**
            
            **04-2751645****(State
                or other jurisdiction of incorporation or
                organization)**
            
            **(I.R.S
                Employer Identification
                Number)**


**_____________________**





**2115
                O’Nel Drive**
              **San
                Jose, CA 95131**
              **(Address
                of Principal Executive Offices)**


**_____________________**





**2004
      STOCK PLAN**





**(Full
      title of the plan)**


**_____________________**





**DAVID
      L. RENAULD**


**Vice
      President, Corporate Affairs and General Counsel**


**TERABEAM,
      INC.**


**881
      North King Street, Suite 100**


**Northampton,
      MA 01060**


**(Name
      and address of agent for service)**





**(413)
      584-1425**


**(Telephone
      number, including area code, of agent for service)**




**CALCULATION
                OF REGISTRATION FEE**


**Title
                of securities**
              **to
                be registered**
            **Amount
                to**
              **be
                registered(1)**
            **Proposed
                maximum**
              **offering
                price per**
              **share**
            **Proposed**
              **maximum
                aggregate**
              **offering
                price**
            **Amount
                of**
              **registration
                fee**common
                stock, $.01 par value
            1,228,500
                (2)
            $3.15
                (3)
            $3,873,045
                (3)
            $414common
                stock, $.01 par value
            771,500
                (4)
            $2.32
                (5)
            $1,789,880
                (5)
            $192


(1)
            Pursuant
                to Rule 416, this Registration Statement also relates to such
                indeterminate number of additional shares as may be necessary to
                satisfy
                the antidilution provisions of the 2004 Stock Plan (the “Plan”) to which
                this Registration Statement
                relates.


(2)
            Represents
                shares reserved for issuance pursuant to awards under the Plan which
                are
                currently outstanding.


(3)
            The
                proposed maximum offering price per share of common stock and the
                proposed
                maximum aggregate offering price are calculated solely for the purpose
                of
                determining the registration fee pursuant to Rule 457(h)(1) under
                the
                Securities Act of 1933, based on the weighted average exercise price
                per
                share of the awards outstanding under the
                Plan.


(4)
            Represents
                shares reserved for issuance pursuant to awards available for grant
                under
                the Plan.


(5)
            The
                proposed maximum offering price per share of common stock and the
                proposed
                maximum aggregate offering price are calculated solely for the purpose
                of
                determining the registration fee pursuant to Rules 457(c) and (h)(1)
                under
                the Securities Act of 1933, based on the average of the high and
                low sale
                prices of the common stock as reported on the Nasdaq Capital Market
                on
                June 7, 2006.








This
      registration statement covers 2,000,000 shares of common stock issuable pursuant
      to our 2004 Stock Plan. These shares are in addition to the shares of common
      stock registered pursuant to the registration statement on Form S-8, File No.
      333-121445, which we filed with the Securities and Exchange Commission on
      December 20, 2004. The issuance of these 2,000,000 additional shares under
      the
      2004 Stock Plan was approved in two tranches of 1,000,000 shares each. The
      first
      1,000,000 additional shares were approved by our board of directors on February
      9, 2005 and by our stockholders on May 24, 2005. The second 1,000,000 additional
      shares were approved by our board of directors on February 2, 2006 and by our
      stockholders on May 23, 2006.





The
      contents of our registration statement on Form S-8, File No. 333-121445, are
      incorporated herein by reference.





**PART
      II**




**INFORMATION
      REQUIRED IN THE REGISTRATION STATEMENT**




**Item
      8.**  ***Exhibits.***




The
      following exhibits are filed herewith:





**Exhibit**
              **Number**
            **Description**5.1
            Opinion
                of Foley Hoag LLP23.1
            Consent
                of Fitzgerald, Snyder & Co., P.C.,Independent Accountants23.2
            Consent
                of Foley Hoag LLP (included in Exhibit 5.1)24.1
            Power
                of Attorney (included on signature page)




**Item
      9.**  ***Undertakings.***




(a)
      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 end 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 20% change in the maximum aggregate offering
      price set forth in the “Calculation of Registration Fee” table in the effective
      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) and (a)(1)(ii) do not apply if the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in reports filed with or furnished to the Commission
      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 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 the purpose of determining liability of the registrant under the Securities
      Act of 1933 to any purchaser in the initial distribution of the securities,
      the
      undersigned registrant undertakes that in a primary offering of securities
      of
      the undersigned registrant pursuant to this registration statement, regardless
      of the underwriting method used to sell the securities to the purchaser, if
      the
      securities are offered or sold to such purchaser by means of any of the
      following communications, the undersigned registrant will be a seller to the
      purchaser and will be considered to offer or sell such securities to such
      purchaser:




(i)
      Any
      preliminary prospectus or prospectus of the undersigned registrant relating
      to
      the offering required to be filed pursuant to Rule 424;




(ii)
      Any
      free writing prospectus relating to the offering prepared by or on behalf of
      the
      undersigned registrant or used or referred to by the undersigned
      registrant;




(iii)
      The
      portion of any other free writing prospectus relating to the offering containing
      material information about the undersigned registrant or its securities provided
      by or on behalf of the undersigned registrant; and




(iv)
      Any
      other communication that is an offer in the offering made by the undersigned
      registrant to the purchaser.




(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
      registrant pursuant to the foregoing provisions, or otherwise, the registrant
      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 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 Act and will be governed by the final adjudication
      of
      such issue.







**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-8 and has duly caused this registration statement to be signed
      on its behalf by the undersigned, thereunto duly authorized, in the City of
      San
      Jose, State of California on June 9, 2006.




Terabeam,
                Inc.By:
            /s/
                Robert E. FitzgeraldRobert
                E. Fitzgerald, Chief Executive
                Officer








**POWER
      OF ATTORNEY**





KNOW
      ALL
      BY THESE PRESENTS that each individual whose signature appears below hereby
      constitutes and appoints Robert E. Fitzgerald and Patrick L. Milton, and each
      of
      them, his or her true and lawful attorneys-in-fact and agents with full power
      of
      substitution, for him or her and in his or her name, place and stead, in any
      and
      all capacities, to sign any and all amendments (including post-effective
      amendments) to this registration statement, and to file the same, with all
      exhibits thereto, and all documents in connection therewith, with the Securities
      and Exchange Commission, granting unto said attorneys-in-fact and agents, and
      each of them, full power and authority to do and perform each and every act
      and
      thing which they, or any of them, may deem necessary or advisable to be done
      in
      connection with this registration statement, as fully to all intents and
      purposes as he might or could do in person, hereby ratifying and confirming
      all
      that said attorneys-in-fact and agents or any of them, or any substitute or
      substitutes for him, any or all of them, may lawfully do or cause to be done
      by
      virtue hereof.





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**/s/Robert
                E. Fitzgerald
            
            Chief
                Executive Officer and Director
            
            June
                9, 2006Robert
                E. Fitzgerald
            
            *(principal
                executive officer)*/s/Patrick
                L. Milton
            
            Chief
                Financial Officer and Treasurer
            
            June
                9, 2006Patrick
                L. Milton
            
            *(principal
                financial and accounting officer)*/s/Daniel
                A. Saginario
            
            Chairman
                of the Board of Directors
            
            June
                9, 2006Daniel
                A. Saginario/s/John
                W. Gerdelman
            
            Director
            
            June
                9, 2006John
                W. Gerdelman/s/Robert
                A. Wiedemer
            
            Director
            
            June
                9, 2006Robert
                A. Wiedemer





**EXHIBIT
      INDEX**




**Exhibit**
              **Number**
            **Description**5.1
            Opinion
                of Foley Hoag LLP23.1
            Consent
                of Fitzgerald, Snyder & Co., P.C.,Independent Accountants23.2
            Consent
                of Foley Hoag LLP (included in Exhibit 5.1)24.1
            Power
                of Attorney (included on signature page)