UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549








FORM
8-K





CURRENT
REPORT





Pursuant
to Section 13 or 15(d) of the


Securities
Exchange Act of 1934








Date
      of Report (date of earliest event reported):
            August
      21, 2008








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








Delaware
            000-29053
            04-2751645(State
      or other jurisdiction of
              incorporation)
            (Commission
      file number)
            (IRS
      employer identification no.)








1561
      Buckeye Drive, Milpitas, CA
            95035(Address
      of principal executive offices)
            (Zip
      code)








Registrant’s
      telephone number, including area code:
            (408)
      383-7600








Not
      Applicable(Former
      name or former address, if changed since last
  report)








Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):




[  ]  Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)




[  ]  Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)




[  ]  Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))




[  ]  Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))







Item
3.01.  Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.





On August
21, 2008, Proxim Wireless Corporation received a Nasdaq Staff Determination
indicating that Proxim fails to comply with the minimum bid price requirements
for continued listing set forth in Marketplace Rule 4310(c)(4) and that its
securities are, therefore, subject to delisting from The Nasdaq Capital
Market.  Proxim has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination, which has the effect of
staying the determination of the Nasdaq Staff pending the Panel’s
decision.  That appeals hearing is currently scheduled for October 23,
2008.  There can be no assurance that the Panel will grant Proxim’s
request for continued listing, as to what actions Proxim may take in its efforts
to stay listed, as to what actions Proxim may take if its request for continued
listing is denied, or as to timing for any of these issues





On August
27, 2008, Proxim issued a press release announcing the matters disclosed in this
Item 3.01.  A copy of that press release is attached hereto as Exhibit
99.1.





Item
9.01  Financial Statements and
Exhibits.





(d)
            Exhibits





See
Exhibit Index.





SIGNATURE





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.





PROXIM
      WIRELESS CORPORATIONDated:
      August 27, 2008
            By:
            /s/ David
      L. RenauldDavid
      L. RenauldVice
      President





EXHIBIT
INDEX








Number
            Title99.1
            Press
      release dated August 27, 2008





2