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):
            June
      20, 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.)








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):




o  Written
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
4.01  Changes in Registrant’s
Certifying Accountant.





On June
20, 2008, Proxim Wireless Corporation was advised by Fitzgerald, Snyder &
Co., P.C. that it was resigning as Proxim’s independent
accountants.  Proxim understands that Fitzgerald, Snyder & Co.,
P.C. is resigning because Proxim’s engagement partner at that firm is leaving
that firm.  The reports of Fitzgerald, Snyder & Co., P.C. on the
financial statements of Proxim Wireless Corporation and subsidiaries for the
years ended December 31, 2006 and 2007 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.  From January 1, 2006 through
June 20, 2008, there were no disagreements with Fitzgerald, Snyder & Co.,
P.C. on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Fitzgerald, Snyder & Co., P.C., would have caused
them to make reference thereto in connection with their report on the financial
statements for the applicable periods.  Further, during that same time
period, there were no “reportable events” as described in Item 304 of Regulation
S-K.





Proxim has requested that Fitzgerald,
Snyder & Co., P.C. furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the above
statements.  A copy of such letter dated June 25, 2008 is filed as
Exhibit 16.1 to this Form 8-K.





Also on
June 20, 2008, the Audit Committee of Proxim’s Board of Directors engaged the
independent certified public accounting firm of Mark Bailey & Company, Ltd.
as its independent auditors to (i) review Proxim’s interim financial statements
for the quarters ending June 30, 2008 and September 30, 2008 and
(ii) audit Proxim’s financial statements for the fiscal year ending
December 31, 2008.  From January 1, 2006 through June 20, 2008,
neither Proxim nor anyone on its behalf consulted with Mark Bailey &
Company, Ltd. regarding (i) either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on Proxim’s financial statements or (ii) any
matter that was either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to that item) or a
reportable event (as described in Item 304(a)(1)(v) of Regulation
S-K).





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:  June
      25, 2008
            By:
            /s/ Brian J.
      SeredaBrian
      J. SeredaChief
      Financial Officer








EXHIBIT
INDEX








Number
            Title16.1
            Letter
      from Fitzgerald, Snyder & Co., P.C. to the Securities and Exchange
      Commission, dated June 25, 2008







2