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):
            January
                28, 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
      1.01.  Entry
      into a Material Definitive Agreement.





Item
      5.02.    Departure of Directors
      or
      Certain Officers; Election of Directors; Appointment of Certain Officers;
      Compensatory Arrangements of Certain Officers.








OnJanuary
      28, 2008, Pankaj S. Manglik,
      President and Chief
      Executive Officer of Proxim Wireless Corporation, was granted options to
      purchase 250,000 shares of Proxim’s common stock.  These options were
      granted by Proxim pursuant to a non-qualified stock option agreement, dated
      as
      ofJanuary 28,
      2008, with an exercise
      price of $0.82 per share – the fair market value of Proxim’s common stock on the
      date of grant.  Forty percent of these options vested on grant, and an
      additional twenty percent of these options will vest on each of the first three
      annual anniversaries of the date of grant.  The stock option agreement
      provides for full vesting of any unvested options if Mr. Manglik’s employment is
      terminated by Proxim without good cause or by Mr. Manglik for good reason (as
      determined in accordance with Mr. Manglik’s employment agreement with Proxim
      dated as ofJanuary 16,
      2008).  If Mr.
      Manglik’s employment is terminated, the options will expire either 90 days or
      one year after termination.  If Mr. Manglik’s employment is terminated
      by Proxim without good cause or by Mr. Manglik with good reason, the options
      will expire one year after termination provided Mr. Manglik provides a release
      of claims to Proxim.  Also, if Mr. Manglik’s employment is terminated
      due to his death or total disability, the options will expire one year after
      termination.  Otherwise, the options expire 90 days after
      termination.  However, in all events, the options expire no later than
      five years after the date of grant.




The
      foregoing description of the non-qualified stock option agreement does not
      purport to be complete and is qualified in its entirety by the terms and
      conditions of the stock option agreement, a copy of which is filed as Exhibit
      10.1 hereto and is incorporated by reference.





Mr.
      Manglik’s employment agreement with Proxim is summarized in, and attached as an
      exhibit to, the Current Report on Form 8-K filed by Proxim with the Securities
      and Exchange Commission on January 16, 2008.





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:  February
                1, 2008
            By:
            /s/
                David
                L. RenauldDavid
                L. RenauldVice
                President








EXHIBIT
      INDEX








Number
            Title10.1
            Non-Qualified
                Stock Option Agreement, dated as of January 28, 2008, between Proxim
                Wireless Corporation and Pankaj S. Manglik







2