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):
            May
                23, 2007








TERABEAM,
                INC.(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.)








2115
                O’Nel Drive, San Jose, CA
            95131(Address
                of principal executive offices)
            (Zip
                code)








Registrant’s
                telephone number, including area code:
            (408)
                731-2700








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):




oWritten
      communications
      pursuant to Rule 425 under the Securities Act (17 CFR 230.425)




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




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




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







Item
      5.03  Amendments to Articles of Incorporation or Bylaws; Change in
      Fiscal Year.





On
      May
      23, 2007, Terabeam, Inc., pursuant to resolutions of its Board of Directors,
      adopted an amendment to Section 5.1 and Section 5.2 of Article V of its By-laws
      to expressly permit uncertificated, book-entry shares, pursuant to new
      regulations of the Nasdaq Stock Market.  The By-law amendment became
      effective immediately upon adoption of the resolutions.  A copy of the
      By-law amendment is attached hereto as Exhibit 3.1.





Item
      8.01  Other Events.





At
      the annual meeting of stockholders
      of Terabeam, Inc. held on May 23, 2007, each of the following individuals was
      elected as a director of the company:





Daniel
      A.
      Saginario


Robert
      E.
      Fitzgerald


John
      W.
      Gerdelman


Alan
      B.
      Howe


Pankaj
      Manglik


Robert
      A.
      Wiedemer





Item
      9.01  Financial Statements and Exhibits.





(c)
            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.





TERABEAM,
                INC.Dated:
                May 29, 2006
            By:
            /s/ David L. RenauldDavid
                L. Renauld
              Vice
                President





EXHIBIT
      INDEX




Number
            Title3.1
            Amendment
                1 to By-laws of Terabeam, Inc.









2