SCHEDULE 14A
                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934

                               (Amendment No.   )


Filed by the Registrant                       [X]
Filed by a party other than the Registrant    [ ]
Check the appropriate box:
   [ ]   Preliminary Proxy Statement
   [ ]   Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
   [X]   Definitive Proxy Statement
   [ ]   Definitive Additional Materials
   [ ]   Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                       FARMSTEAD TELEPHONE GROUP, INC.
---------------------------------------------------------------------------
             (Name of Registrant as Specified in Its Charter)


---------------------------------------------------------------------------
  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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                       FARMSTEAD TELEPHONE GROUP, INC.
                           22 Prestige Park Circle
                      East Hartford, Connecticut 06108
                       ______________________________

                                NOTICE OF THE
                       ANNUAL MEETING OF STOCKHOLDERS
                    To Be Held on Thursday, July 14, 2005
                       ______________________________


                                                               May 23, 2005

To our Stockholders:

      NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders (the 
"Meeting") of Farmstead Telephone Group, Inc. (the "Company") will be held 
at 10:00 a.m. local time on Thursday, July 14, 2005 at the Company's 
offices located at 22 Prestige Park Circle, East Hartford, Connecticut 
06108 for the following purposes:

      (1)   To elect six directors, each to serve a one-year term;

      (2)   To ratify the selection, by the Board of Directors, of Carlin, 
            Charron & Rosen LLP as independent auditors of the Company for 
            the year ending December 31, 2005; and

      (3)   To transact such other business as may properly come before the 
            Meeting or any adjournment or postponement thereof.

      These items of business are more fully described in the proxy 
statement accompanying this notice.

      The Company's Board of Directors has fixed the close of business on 
May 16, 2005 as the record date for the determination of stockholders 
entitled to notice of, and to vote at, the Meeting, or any adjournment or 
postponement thereof.

      ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN 
PERSON.  IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE 
MEETING.  WHETHER OR NOT YOU PLAN TO ATTEND, IT IS IMPORTANT THAT YOUR 
SHARES BE REPRESENTED AND VOTED AT THE MEETING.  PLEASE COMPLETE, SIGN, 
DATE, AND MAIL THE ENCLOSED PROXY CARD AT YOUR EARLIEST CONVENIENCE.  MOST 
STOCKHOLDERS CAN ALSO VOTE THEIR SHARES OVER THE INTERNET OR BY TELEPHONE.  
IF INTERNET OR TELEPHONE VOTING IS AVAILABLE TO YOU, VOTING INSTRUCTIONS 
ARE PRINTED ON THE PROXY CARD SENT TO YOU.  IF YOU PLAN TO ATTEND THE 
MEETING AND YOUR SHARES ARE HELD IN THE NAME OF A BROKER OR OTHER NOMINEE, 
PLEASE BRING WITH YOU A PROXY OR LETTER FROM THE BROKER OR NOMINEE 
CONFIRMING YOUR OWNERSHIP. 


                                       By Order of the Board of Directors,

                                       Robert G. LaVigne
                                       Executive Vice President,
                                       Chief Financial Officer and
                                       Secretary


  


PROXY STATEMENT 
2005 Annual Meeting of Stockholders                          FARMSTEAD LOGO
July 14, 2005


                                INTRODUCTION

Solicitation of Proxies

      This Proxy Statement is being sent to you in connection with the 
solicitation of proxies by the Board of Directors (the "Board") of 
Farmstead Telephone Group, Inc., a Delaware corporation (the "Company" or 
"Farmstead"), for the 2005 Annual Meeting of Stockholders (the "Meeting") 
to be held on Thursday, July 14, 2005 at 10:00 a.m. local time, or any 
adjournments or postponements thereof, for the purposes set forth in the 
attached Notice of Annual Meeting of Stockholders. This Proxy Statement and 
the accompanying proxy are first being mailed to stockholders on or about 
May 23, 2005.  A copy of the Company's Annual Report for the year ended 
December 31, 2004, is included with this Proxy Statement.

Voting Rights and Required Votes

      Only the holders of record of the Company's common stock, par value 
$.001 per share ("Common Stock"), as of the close of business on May 16, 
2005 (the "Record Date"), are entitled to notice of, and to vote on, all 
matters properly brought before the Meeting or any adjournments or 
postponements thereof.  As of March 31, 2005 there were 3,342,730 common 
shares outstanding. 

      Each stockholder is entitled to one vote for each share of Common 
Stock held by him or her at the close of business on the Record Date. 
Pursuant to the Company's Amended and Restated By-laws, to constitute a 
quorum for the transaction of business at any meeting of stockholders, 
there must be present, in person or by proxy, the holders of no less than 
one-third of the voting power of the issued and outstanding shares of 
voting stock of the Company. Abstentions and "broker non-votes" are counted 
as present and entitled to vote for purposes of determining a quorum.  A 
broker non-vote occurs when a bank, broker or other holder of record 
holding shares for a beneficial owner does not vote on a particular 
proposal because that holder does not have discretionary voting power for 
that particular item and has not received instructions from the beneficial 
owner.  If you are a beneficial owner, your bank, broker or other holder of 
record is permitted to vote your shares on the election of Directors and 
the ratification of Carlin, Charron & Rosen LLP as our independent auditors 
even if the broker does not receive voting instructions from you.  Once a 
share is represented for any purpose at the meeting, it is deemed present 
for quorum purposes for the remainder of the meeting.

      Directors are elected by the affirmative vote of a plurality of the 
shares present at the Meeting, in person or by proxy, and entitled to vote 
in the election of Directors.  Under applicable Delaware law, in 
determining whether such nominees have received the requisite number of 
affirmative votes, withheld votes and broker non-votes are not treated as 
votes cast and, therefore will have no effect on the outcome of the vote.

      Approval of the proposal relating to the ratification of the 
appointment of independent auditors of the Company's financial statements 
requires the affirmative vote of a majority of the shares of Common Stock 
present, in person or by proxy, and entitled to vote at the Meeting.  Under 
applicable Delaware law, in determining whether such proposal has received 
the requisite number of affirmative votes, abstentions will be counted and 
will have the same effect as a vote against each proposal. Broker non-votes 
are not treated as votes cast and, therefore will have no effect on the 
outcome of the vote.

      When proxies in the enclosed form are returned properly executed, the 
shares represented thereby will be voted at the Meeting and, where 
instructions have been given by the stockholder, will be voted in 
accordance therewith.  If the stockholder does not otherwise specify, the 
stockholder's shares will be voted FOR each of the nominees for director 
and FOR the proposal to ratify the appointment of the independent auditors, 
all as set forth in 


  1


this Proxy Statement.  As to any other business, which may come before the 
Meeting, the proxy holders will vote in accordance with their best 
judgment. 

      Votes will be counted manually. A stockholder executing the 
accompanying proxy has the power to revoke it at any time prior to the 
exercise thereof by appearing at the Meeting and voting in person or by 
filing with the Secretary of the Company, a properly executed, later-dated 
proxy (including an Internet or telephone vote), or a written instrument 
revoking the proxy. Most stockholders have a choice of voting over the 
Internet, by using a toll-free telephone number or by completing a proxy 
card and mailing it in the postage-paid envelope provided.  Please refer to 
your proxy card or the information forwarded by your bank, broker or other 
holder of record to see which options are available to you.  Please be 
aware that if you vote over the Internet, you may incur costs such as 
telephone and Internet access charges for which you will be responsible, 
and that there may be some risk a stockholder's vote might not be properly 
recorded or counted because of an unanticipated electronic malfunction. 

Costs of Solicitation

      The solicitation of proxies in the accompanying form is made by, and 
on behalf of, the Board of Directors.  We have engaged the services of 
Computershare Trust Co., Inc., the Company's Transfer Agent, and ADP 
Investor Communication Services, to assist us in the distribution and 
processing of proxies, for which total fees and expenses of approximately 
$7,000 will be paid.  There will be no solicitation by officers and 
employees of the Company.  The Transfer Agent will make arrangements with 
brokerage houses and other custodians, nominees and fiduciaries for the 
forwarding of proxy materials to the beneficial owners of shares held of 
record by such persons, and such persons will be reimbursed for reasonable 
expenses incurred by them in connection therewith.  

PROPOSAL 1 - ELECTION OF DIRECTORS

      The Amended and Restated By-laws of the Company provide that the 
Board of Directors shall be fixed solely and exclusively by resolution duly 
adopted from time to time by the Board of Directors. The Board has fixed 
the current number of directors at six. Each director presently is elected 
for a one-year term at each annual meeting of the stockholders. Officers 
are elected by, and serve at the pleasure of, the Board of Directors. 

      Six directors are to be elected at the Meeting to hold office until 
the next Meeting or until their successors have been duly elected and 
qualified. The Board of Directors has determined that three of the six 
nominees are independent under the guidelines of the American Stock 
Exchange.  It is the intention of the persons named in the accompanying 
Proxy Card to vote FOR the election of the six persons named in the table 
below as directors of the Company, unless authority to do so is withheld.  
All of the nominees are currently serving as directors of the Company, and 
they have consented to being nominated and named herein, and to serve as 
directors if elected at the Meeting.  In the event that any of the nominees 
for director is unable to serve as a director, the shares represented by 
all valid proxies will be voted for the election of such other person as 
the Board may nominate. 

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE 
NOMINEES AS DIRECTOR.

      For each nominee, each of whom is an incumbent, and for each officer 
of the Company other than such nominees, there follows a brief listing of 
their principal occupation for at least the past five years, other major 
affiliations, and age as of January 1, 2005. 

Nominees:

      George J. Taylor, Jr., Chairman of the Board of Directors since 1984, 
our Chief Executive Officer from 1984 until October 1, 2004, and our 
President from 1989 until October 1, 2004.  Mr. Taylor, Jr. was President 
of Lease Solutions, Inc. (formerly Farmstead Leasing, Inc.), a business 
products and automobile leasing company, from 1981 to 1993 and Vice 
President - Marketing and Sales for National Telephone Company from 1977 to 
1981.  Mr. Taylor was one of the founders of the National Association of 
Telecommunication Dealers, has been a member of, or advisor to, its Board 
of Directors since its inception in 1986, and for two years served as its 
President and Chairman.  He is the brother of Mr. Hugh M. Taylor, a 
Director of the Company.  Age: 62.


  2


      Jean-Marc Stiegemeier, President and Chief Executive Officer, and a 
Director, since October 1, 2004.  From August 16, 2004 to October 1, 2004, 
he provided business consulting services to the Company.  Mr. Stiegemeier 
has extensive executive management experience in the telecommunications 
industry.  From 2002 to 2004 he was a business consultant, advising 
companies on strategic redirections and turnarounds. He also served on the 
board of directors for certain of these companies.  From 1997-2001, he 
served in various capacities including President, Founder and Director of 
Exp@nets Inc., a voice and data solutions provider.  Prior thereto, Mr. 
Stiegemeier served as Chairman and CEO of Franklin Industries Inc., Lucht, 
Inc., Ships Entertainment, Inc, California-Telamerica Inc., Morrow Optical, 
Inc., and Telamerica, Inc. He was also the President of Honeywell-
Telamerica.  Age: 59.

      Harold L. Hansen, Director of the Company since 1992.  An independent 
management consultant since January 1997.  A member of the Audit Committee 
(Chairman until January 2, 2003) and the Compensation Committee.  President 
of Hansen Associates, a management and financial consulting firm from 1995 
to 1997. President of H2O Environmental, Inc., an environmental and 
geotechnical services company, from 1994 to 1995. President of Hansen 
Associates from 1993 to 1994.  Prior to 1993, Mr. Hansen served in various 
corporate executive capacities including Executive Vice President and Chief 
Operating Officer of Gestetner Corporation, Vice President and General 
Manager of the Office Products Division of Royal Business Machines and Vice 
President and General Manager of the Business Products Group of Saxon 
Industries.  Age: 74.

      Joseph J. Kelley, Director of the Company since April 1995. Chairman 
of the Compensation Committee and a member of the Audit Committee. 
Currently an Executive-in-Residence at the Olin Graduate School of Business 
at Babson College, Wellesley, Massachusetts. President of East Haven 
Associates, a telecommunications consulting firm located in Wellesley, 
Massachusetts, from 1995 to 2001.  Group Vice President of NYNEX, in 1994, 
responsible for the State of Massachusetts operations.  From 1985 to 1994 
he served in various executive level positions with NYNEX, or associated 
companies including Vice President - Operations of New England Telephone 
(1991 - 1993), Vice President - New England Telephone, Network Department 
(1990 - 1991), Corporate Director of Business Development, NYNEX Marketing 
(1988 - 1990) and Vice President of New England Telephone - Maine (1985 - 
1988).  Mr. Kelley has been involved in the telecommunications industry 
since 1963.  Age: 65.

      Ronald P. Pettirossi, Director of the Company since January 3, 2003. 
Chairman of the Audit Committee. President of ER Ltd., a consulting company 
since 1995.  Mr. Pettirossi is a former audit partner of Ernst & Young, 
LLP, who worked with public and privately held companies for 31 years.  Mr. 
Pettirossi is a member of the Board of Directors of Magellan Petroleum 
Corporation and Magellan Petroleum Australia Limited.  Age: 61.

      Hugh M. Taylor, Director of the Company since 1993. Managing Director 
of Newbury, Piret & Company, Inc., an investment banking firm located in 
Boston, MA since 1994.  CEO, President and a director of the Berlin City 
Bank, Berlin, New Hampshire, from 1993 to 1994. Executive Vice President of 
Fleet Bank of Massachusetts from 1992 to 1993. Executive Vice President and 
Chief Operating Officer of Fleet Bank of Boston from 1990 to 1992.  From 
1973 to 1990 he was employed by the New England Merchants Bank, later the 
Bank of New England, where he held various executive management positions 
within the Commercial Banking Division, and the bank's venture capital 
subsidiary.  Brother of Mr. George J. Taylor, Jr.  Age: 60.

Executive Officers:

      Robert G. LaVigne, Executive Vice President since July 1997, and our 
Chief Financial Officer, Corporate Secretary and Treasurer since 1988.  Mr. 
LaVigne was a Director of the Company from 1988 to 2001.  He was the 
Controller of Economy Electric Supply, Inc., a distributor of electrical 
supplies and fixtures, from 1985 to 1988 and the Corporate Controller of 
Hi-G, Inc., a manufacturer of electronic and electromechanical components, 
from 1982 to 1985.  Mr. LaVigne is a Certified Public Accountant.  Age: 53.

      Alfred G. Stein, Executive Vice President of our Company since 
January 15, 2005. Mr. Stein was initially engaged by the Company in 
September 2004 as an outside business consultant to assist management in 
the development of a strategic re-direction of the Company's sales 
organization and product offerings.  Mr. Stein has extensive experience in 
the telecommunications industry.  Since 2002 he served as founder and 
President of Matthews & Wolf, LLC, a small business consulting firm.  From 
1998 to 2002 he served as Vice President - Business Process Development for 
Exp@nets, Inc. a voice and data solutions provider with over $1 billion in 
revenues.  From 1983 to 1998, he was President of Eagle 
Intercommunications, Inc. a New York based 


  3


telecommunications solution provider selling Toshiba, NYNEX and Avaya 
products and services. Eagle was acquired by Exp@nets in May of 1998.  Age: 
60.

      Nevelle R. Johnson has been an Executive Vice President of our 
Company since March 1, 2005.  Mr. Johnson's responsibilities include the 
re-direction and growth of our national sales organization, as well as the 
implementation of new product and service offerings.  Mr. Johnson has 
extensive experience in the telecommunications industry.  From November 
2003 to March 2005 he was a Vice President of sales and services within 
Avaya Inc.  From 2000 to 2003 he was the Executive Vice President of sales 
and services for Exp@nets, Inc. a voice and data solutions provider.  From 
1983 to 2000 he held various sales and executive positions with AT&T and 
Lucent Technologies.  Age: 47.

Other Section 16 Officers:

      Frederick E. Robertson, Jr., Vice President- Operations since January 
2003, and our Director of Provisioning from March 2001 to January 2003.  
Mr. Robertson, Jr. was Senior Director of Merchandising for Staples 
Communications, Inc. from 1999 to 2001, Director of Corporate Purchasing 
and Logistics for Claricom, Inc. from 1998 to 1999, and Corporate Manager, 
Cost Control and Purchasing for Executone Information Systems, Inc. from 
1996 to 1998.  Age: 46.

Meetings and Committees of the Board of Directors 

      During 2004, the Board held five meetings. In addition, certain 
actions were approved by unanimous written consent resolutions of the 
directors.  In addition, the independent directors held two separate 
meetings during 2004.  No director attended less than 75% of all Board and 
applicable committee meetings held.  During 2004, the Board had two ongoing 
committees: an Audit Committee and a Compensation Committee.  The Company 
does not have a standing nominating committee; however the full board of 
directors participates in the consideration of director nominees.

      The Audit Committee, consisting of Messrs. Pettirossi (Chairman), 
Hansen and Kelley, consults with the independent auditors and management 
with respect to the adequacy of internal controls and the Company's audited 
financial statements.  In the Board's judgment, each member of the Audit 
Committee is financially literate. The Board has reviewed the 
qualifications and experience of each of the Audit Committee members and 
determined that Mr. Pettirossi qualifies as "audit committee financial 
expert" as that term has been defined by the SEC. The Audit Committee also 
reviews the Company's internal quarterly financial statements with 
management and, when deemed necessary, with the independent auditors as 
well. The Audit Committee also recommends to the Board of Directors the 
appointment of independent auditors for the following year.  The Audit 
Committee held five meetings during 2004. 

      The Compensation Committee, consisting of Messrs. Kelley (Chairman) 
and Hansen, determines the compensation and benefits of the Chief Executive 
Officer and reviews and approves, or modifies if deemed appropriate, the 
recommendations of the Chief Executive Officer with respect to the 
compensation and benefits of the other executive officers.  The 
Compensation Committee also approves the issuance of grants pursuant to the 
Company's stock option plans.  The Compensation Committee held one meeting 
during 2004.

PROPOSAL 2 - RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS

      The Audit Committee of the Board of Directors has selected Carlin, 
Charron & Rosen, LLP ("CC&R") as our independent auditors for the year 
ending December 31, 2005.  CC&R, and its predecessor company, DiSanto 
Bertoline & Company, P.C., have been our independent auditors since October 
2001.  We are submitting the selection of CC&R for stockholder ratification 
at the Annual Meeting.  In the event the stockholders fail to ratify the 
appointment, the Audit Committee will reconsider this appointment.  Even if 
the appointment is ratified, the Audit Committee, in its discretion, may 
direct the appointment of a different independent auditing firm at any time 
during the year if the Audit Committee determines that such a change would 
be in the best interests of Farmstead and its stockholders.


  4


      A representative of CC&R is expected to be present at the Meeting, 
will be afforded the opportunity to make a statement if he or she desires 
to do so, and will be available to respond to appropriate questions from 
stockholders.

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE 
APPOINTMENT OF CARLIN, CHARRON & ROSEN, LLP AS INDEPENDENT AUDITORS OF THE 
COMPANY FOR THE YEAR ENDING DECEMBER 31, 2005.

Principal Accountant Fees and Services

      The Audit Committee or a designated member thereof, approves each 
audit and non-audit service rendered by CC&R to Farmstead.  The Audit 
Committee reviews and approves an engagement letter received from CC&R 
which details the scope and cost of services to be provided the Company 
during the following fiscal year in connection with the audit of the 
Company's financial statements, reviews of quarterly financial statements 
and the preparation of tax returns. All other services to be performed by 
the auditors that are not included in the approved engagement letter are 
submitted to the Audit Committee for approval. The following table shows 
information about fees billed to Farmstead by CC&R for professional 
services rendered during the years ended December 31, 2004 and 2003:




      Fee Category             2004        2003
      ------------             ----        ----

                                    
      Audit Fees              $43,875     $38,575
      Audit-Related Fees            -           -
      Tax Fees                  9,250       8,000
      All Other Fees            1,554       8,350
                              -------     -------
      Total Fees              $54,679     $54,925
                              =======     =======


      Audit Fees.  Consists of fees billed for professional services 
rendered for the audit of Farmstead's consolidated financial statements and 
reviews of interim consolidated financial statements included in quarterly 
reports filed with the Securities and Exchange Commission.

      Audit-Related Fees.  There were no audit-related fees billed during 
2004 and 2003.

      Tax Fees.  Consists of fees billed for professional services rendered 
for the preparation of federal and state tax returns.

      All Other Fees.  For 2004, consists of consulting fees in connection 
with Section 404 of the Sarbanes-Oxley Act of 2002, and for representation 
at the 2004 Annual Meeting of Stockholders.  For 2003, consists of fees for 
the audit of the Company's 401(k) plan, and services rendered in meeting 
with the Audit Committee and attendance at the Annual Meeting. There were 
no management consulting services provided in 2003

                            CORPORATE GOVERNANCE

      At Farmstead, we are committed to operating in an ethical, legal and 
environmentally sensitive and socially responsible manner, while creating 
long-term value for our shareholders. Farmstead has adopted a Code of 
Ethical Conduct applicable to its officers, directors and employees.  A 
copy of this Code of Ethical Conduct is maintained on Farmstead's website 
at www.farmstead.com, in the Corporate Governance section, and was 
previously filed with the Securities and Exchange Commission as Appendix A 
to the Company's proxy statement for last year's annual meeting.  
Stockholders may obtain copies of these documents, free of charge, by 
sending a written request to our principal executive office at 22 Prestige 
Park Circle, East Hartford, CT 06108, Attention: Corporate Secretary.

      Farmstead also has a "hotline" available to all employees, and the 
Audit Committee has established procedures for the confidential and 
anonymous submission of employee complaints on accounting, internal 
controls or auditing matters.


  5


Independence of Directors

      No director qualifies as independent unless the Board affirmatively 
determines that the director has no material relationship with Farmstead 
either directly or as a partner, stockholder or officer of an organization 
that has a relationship with Farmstead. Our Board of Directors has 
determined that all non-management directors are independent in accordance 
with the American Stock Exchange listing standards, except for Mr. George 
J. Taylor, Jr. and Mr. Hugh M. Taylor.  The Board has made this 
determination based on the following objective standards, in addition to 
any other relevant facts and circumstances: 

      *     A director who is an employee or whose immediate family member 
            is an executive officer of Farmstead is not independent until 
            three years after the end of such employment relationship.

      *     A director who receives, or whose immediate family member 
            receives, more than $100,000 per year in direct compensation 
            from Farmstead, other than director and committee fees and 
            pension or other forms of deferred compensation for prior 
            service (provided such compensation is not contingent in any 
            way on continued service), is not independent until three years 
            after he or she ceases to receive more than $100,000 per year 
            in such compensation.

      *     A director who is affiliated with or employed by, or whose 
            immediate family member is affiliated with or employed in a 
            professional capacity by, a present or former internal or 
            external auditor of Farmstead is not independent until three 
            years after the end of either the affiliation or the auditing 
            relationship.

      *     A director who is employed, or whose immediate family member is 
            employed, as an executive officer of another company where any 
            of Farmstead's present executives serves on that company's 
            compensation committee is not independent until three years 
            after the end of such service or the employment relationship.

      *     A director who is an executive officer or an employee, or whose 
            immediate family member is an executive officer, of another 
            company that makes payments to, or receives payments from, 
            Farmstead for property or services in an amount which, in any 
            single fiscal year, exceeds the greater of $1 million or 2% of 
            such other company's consolidated gross revenues is not 
            independent until three years after falling below such 
            threshold

Executive Sessions

      Our non-management, independent directors meet at least once per year 
in executive session without management. Executive sessions are led by a 
"Presiding Director." An executive session may be held in conjunction with 
a regularly scheduled Board meeting and other sessions may be called by the 
Presiding Director in his or her own discretion or at the request of the 
Board. Mr. Pettirossi has been designated as the Presiding Director.  
During 2004, the non-management independent directors met twice.

Nomination of Directors 

      It is the policy of the Board of Directors to consider candidates for 
director that are recommended by stockholders. In order to recommend a 
candidate, stockholders must submit the individual's name and 
qualifications in writing to the Board (in care of the Secretary at 
Farmstead's principal executive office at 22 Prestige Park Circle, East 
Hartford, CT 06108) and otherwise in accordance with all of the procedures 
outlined under "Nominations and Stockholders' Proposals for year 2006 
Annual Meeting of Stockholders" for a director nomination. 

      In identifying and evaluating nominees for Director, the Board of 
Directors takes into account the applicable requirements for directors 
under the Securities Exchange Act of 1934, as amended, and the listing 
standards of the American Stock Exchange. In addition, the Board of 
Directors may take into consideration such factors and criteria as it deems 
appropriate, including the nominee's character, judgment, business 
experience and acumen. In addition to nominees recommended by stockholders, 
the Board of Directors also considers candidates recommended by management 
or other members of the Board. The Board evaluates candidates recommended 
for Director by stockholders in the same way that it evaluates any other 
nominee. 


  6


Communications with the Board of Directors

      The Board has established a process for stockholders and other 
interested parties to communicate with the Board or an individual director, 
including the Presiding Director or the non-management directors as a 
group. A stockholder may contact the Board of Directors or an individual 
director by writing to their attention at Farmstead's principal executive 
offices at 22 Prestige Park Circle, East Hartford, CT 06108. Communications 
received in writing are distributed to the Board or to individual directors 
as appropriate in accordance with procedures approved by Farmstead's 
independent directors. 

               SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

      The following table sets forth information regarding the beneficial 
ownership of the Company's Common Stock, $.001 par value, as of March 31, 
2005 by (i) each person known by the Company to own beneficially more than 
five percent of the Company's outstanding shares of Common Stock, (ii) all 
directors and nominees for director of the Company, (iii) each Named 
Executive Officer and Other Section 16 Officers (as defined below in 
"Compensation of Officers, and Directors") and (iv) all directors, nominees 
for director, named executive officers and other Section 16 officers of the 
Company as a group.  In addition to being a beneficial owner of more than 
five percent of the Company's outstanding shares of Common Stock, Mr. 
George J. Taylor, Jr. is a director of the Company. 




                                                                                     Percentage of
                                                             Number of Shares         Outstanding
      Name and Address of Beneficial Owner (1)            Beneficially Owned (2)     Common Stock
      ----------------------------------------            ----------------------     -------------

                                                                                   
      Five Percent Stockholders:
        George J. Taylor, Jr.                                  1,132,884(3)              26.8%
        Jean-Marc Stiegemeier                                    400,000(5)              10.7%
        Robert G. LaVigne                                        272,500(4)               7.6%
        John V. Winfield                                         179,100(8)               5.4%

      Other Directors: 
        Harold L. Hansen                                          49,229(5)               1.5%
        Hugh M. Taylor                                            55,703(6)               1.6%
        Joseph J. Kelley                                          38,229(5)               1.1%
        Ronald P. Pettirossi                                      12,500(5)                *

      Other Named Executive Officers: 
        Alfred G. Stein                                                -                    -
        Nevelle R. Johnson                                        10,000                   *

      Other Section 16 Officers: 
        Frederick E. Robertson, Jr.                               20,367(7)                *

      5% Stockholders, Directors, Named Executive
      Officers and Section 16 Officers as a Group (11 
      persons)                                                 2,170,512(9)              42.9%


--------------------
*     Less than 1%.
  Unless otherwise indicated, the address of each named beneficial 
      owner is c/o the Company, 22 Prestige Park Circle, East Hartford, CT 
      06108.  Mr. Winfield's address is 820 Moraga Drive, Los Angeles, 
      California 90049.
  Beneficial ownership is determined in accordance with the rules of 
      the Securities and Exchange Commission and generally includes voting 
      or investment power with respect to securities.  Shares of common 
      stock subject to options or warrants currently exercisable or 
      exercisable within sixty (60) days, are deemed outstanding for 
      computing the percentage of the person holding such options but are 
      not deemed outstanding for computing the percentage of any other 
      person. Except as otherwise indicated, the Company believes each 
      person named in the 


  7


      table has sole voting and investment power with respect to all shares 
      beneficially owned by him.  Information with respect to beneficial 
      ownership is based upon information furnished by such stockholder.
  Includes 885,782 shares issuable upon exercise of currently 
      exercisable stock options.  Also includes 27,020 shares held by his 
      children.
  Includes 265,500 shares issuable upon exercise of currently 
      exercisable stock options.
  Consists of shares issuable upon exercise of currently exercisable 
      stock options or warrants.
  Includes 52,316 shares issuable upon exercise of currently 
      exercisable stock options and 2,000 shares held by his children.
  Includes 15,500 shares issuable upon exercise of currently 
      exercisable stock options.
  Based upon the receipt by the Company of Schedule 13D dated February 
      9, 2005 and filed with the Securities and Exchange Commission. 
      According to this form, Mr. Winfield has the sole voting and 
      disposition power over these shares.
  Includes 1,319,056 shares issuable upon exercise of currently 
      exercisable stock options and 400,000 shares issuable upon exercise 
      of currently exercisable warrants.



Compensation of Officers and Directors

      The following table sets forth all compensation earned for services 
rendered to the Company during the three years ended December 31, 2004 by 
the Chief Executive Officer ("CEO") and by each executive officer (the 
"Named Executive Officers") and Other Section 16 Officers whose total 
annual compensation exceeded $100,000 in 2004. 

                         Summary Compensation Table




                                                                                             Long-term
                                                       Annual Compensation (1)              Compensation
                                              -----------------------------------------      Awards (1)
                                                                           Other Annual     ------------     All Other
                                                                           Compensation       Options         Compen-
Name and Principal Position          Year     Salary ($)     Bonus ($)         ($)              (#)          sation ($)
-----------------------------------------------------------------------------------------------------------------------

                                                                                           
CEO: 
Jean-Marc Stiegemeier                2004       76,000       37,500(6)           -          1,000,000(5)
President, CEO and Director
(from October 1, 2004)

George J. Taylor, Jr.                2004      160,000            -          1,973(2)    -    11,036(3)
President and CEO                    2003      160,000            -          6,511(2)    -    11,968(3)
(until October 1, 2004)              2002      180,462            -          3,127(2)    -    14,367(3)

Named Executive Officers: 
Robert G. LaVigne                    2004      112,000            -              -            20,000         20,899(4)
Executive Vice President, Chief      2003      112,000            -          6,570(2)         20,000          4,565(4)
Financial Officer, Secretary and     2002      125,697            -          6,731(2)         20,000         16,769(4)
Treasurer

Michael R. Johnson (7)               2004      100,000            -              -                 -              -
Executive Vice President             2003      100,000            -              -             2,000              -
(until December 31, 2004)            2002      112,819            -              -           125,000              -

Frederick E. Robertson, Jr.          2004      100,000            -              -                 -              -
Vice President- Operations           2003      100,000            -          1,346            15,000              -
                                     2002      100,000            -              -             2,000              -


  8



  Other than the warrants issued to Mr. Stiegemeier in connection with 
      his employment agreement, the Company did not grant any restricted 
      stock awards or stock appreciation rights ("SARS") or make any long-
      term incentive plan payments during the fiscal years presented. 
  Includes payouts of unused vacation and/or sick time of $4,538 for 
      2003 and $1,154 for 2002 for Mr. Taylor, and, $6,570 for 2003 and 
      $6,731 for 2002 for Mr. LaVigne.  For Mr. Taylor, also includes an 
      imputed value for the personal use of a company-owned vehicle in the 
      amount of $1,973 for all years presented. 
  Consists of life and disability insurance premiums paid by the 
      Company on personally-owned policies, aggregating $11,036 for 2004, 
      $11,036 for 2003 and $11,937 for 2002, and imputed income on a split-
      dollar life insurance policy amounting to $932 for 2003 and $2,430 
      for 2002. Not included is an annual premium payment of $16,500 made 
      in 2002 under the split-dollar insurance policy which was terminated 
      in 2003. 
  Includes insurance premiums paid under a Company-owned split-dollar 
      life insurance policy of $3,187 for 2004, $0 for 2003 and $13,075 for 
      2002.  The 2002 payment approximated 10% of Mr. LaVigne's 
      compensation paid during the year.  The 2004 payment represented only 
      the cost of the death benefit.  The cash surrender value of the 
      policy vests to Mr. LaVigne's benefit at the rate of 10% per year 
      over a ten-year period.  Included is $17,712, $4,565 and $3,694, 
      respectively, representing the increase in the vested policy cash 
      surrender value during 2004, 2003 and 2002, respectively.  Upon 
      termination of employment, the unvested portion of the policy cash 
      surrender value remains with the Company.  
  Includes a warrant to purchase 400,000 shares of common stock. The 
      common stock underlying the warrant has not been registered with the 
      Securities and Exchange Commission as of March 31, 2005.
  Represents a one-time signing bonus per Mr. Stiegemeier's employment 
      agreement.
  Mr. Johnson's employment with the Company ended December 31, 2004.



      Supplemental Executive Retirement Plan ("SERP").  The Company 
maintains a Supplemental Executive Retirement Plan ("SERP") for the benefit 
of Mr. Taylor, Jr.  The SERP was structured to provide the funding for Mr. 
Taylor's annual retirement benefit of $100,000 payable over 15 years 
beginning at age 65. The SERP is an unfunded plan; however, it is being 
informally funded through a Company-owned life insurance policy with an 
annual premium payment of $50,000 for ten years. No premium payment was 
made in 2004 and during 2004 the Company borrowed $275,000 against the 
policy's cash value. The policy provides a $1.5 million death benefit.

      Liability Insurance.  Farmstead currently provides liability 
insurance for its directors and officers.  AIG is the principal underwriter 
of the current coverage which extends until September 13, 2005.  The annual 
cost of this coverage is approximately $59,000.

      Perquisites.  The Company provides certain of our senior executive 
officers with perquisites that we believe are reasonable, competitive and 
consistent with the Company's overall compensation program.  These 
perquisites include: use of a car leased by the Company, financial 
counseling and tax preparation services; housing for executives who reside 
outside of the Greater Hartford area for a transitional period and 
telephonic equipment.  We believe these costs described in this paragraph 
are legitimate business expenses but we also recognize that all of these 
costs can be viewed as personal benefits for these executives and have 
reported them as required in the "Other Annual Compensation" column or in 
the footnotes to the table set forth above.  No senior executive officer 
received perquisites greater than $50,000 for the year ended December 31, 
2004.

                Option/Warrant/SAR Grants in Last Fiscal Year

      The following table sets forth information concerning individual 
grants of options and warrants to purchase shares of the Company's Common 
Stock made to the CEO and each Named Executive Officer and Other Section 16 
Officers during the year ended December 31, 2004:


  9





                                   Number of            % of Total
                                   Securities        Options/Warrants      Exercise                          Potential 
                                   Underlying           Granted to            or                         Realizable Value
                                Options/warrants       Employees in       Base Price     Expiration     -------------------
Name                              Granted (#)          Fiscal Year          ($/SH)          Date        5% ($)      10% ($)
---------------------------------------------------------------------------------------------------------------------------

                                                                                                  
Jean-Marc Stiegemeier              1,000,000              94.7%              .39            (1)         157,937     468,176
George J. Taylor, Jr.                  -                    -                 -              -             -           -
Robert G. LaVigne                     20,000               1.9%              .70          2/2/2014        8,805      22,312
Michael R. Johnson                     -                    -                 -              -             -           -
Frederick E. Robertson, Jr.            -                    -                 -              -             -           -


  400,000 warrants expire 10/1/2009; 600,000 options expire 10/1/2014.



         Aggregated Option/Warrant/SAR Exercises in Last Fiscal Year
                and Fiscal Year-End Option/Warrant/SAR Values

      The following table provides information on the number and value of 
unexercised options and warrants held at December 31, 2004, by the CEO and 
each Named Executive Officer and Other Section 16 Officers:




                                                               No. of Securities Underlying        Value of Unexercised 
                                                                 Unexercised Options and         In-the-Money Options and
                                  Shares                         Warrants at 12/31/04 (#)        Warrants at 12/31/04 ($)
                               Acquired on     Value           ----------------------------    ----------------------------
           Name                Exercise (#)    Realized ($)    Exercisable    Unexercisable    Exercisable    Unexercisable
---------------------------------------------------------------------------------------------------------------------------

                                                                                              
Jean-Marc Stiegemeier                                            400,000         600,000        $140,000        $210,000
George J. Taylor, Jr.               -               -            885,782            -               -               -
Robert G. LaVigne                   -               -            265,500            -             10,000            -
Michael R. Johnson                  -               -             76,000            -                240            -
Frederick E. Robertson, Jr.         -               -             10,000          17,000           1,380           5,520


Long-Term Incentive Plans - Awards in Last Fiscal Year:  None.

Compensation of Directors

      Non-employee directors are entitled to receive a $5,000 annual 
retainer, $1,000 for each board meeting attended and $500 for each 
committee meeting attended. The directors are also reimbursed for their 
expenses in attending each meeting.  For each year of service on the board, 
non-employee directors receive a non-qualified option to purchase 5,000 
shares of Common Stock, at an exercise price equal to the closing market 
price of the Common Stock on the date of grant.  In addition, Mr. 
Pettirossi receives an annual fee of $4,000 for serving as Chairman of the 
Audit Committee.  Directors who are also employees of Farmstead receive no 
compensation for serving as directors. In May 2004, the directors agreed to 
a suspension of all compensation arising out of their service to the Board 
or any committees of the Board though December 2004. 

Employment Contracts and Termination of Employment
And Change-in-Control Arrangements

      On October 1, 2004, the Company entered into an employment agreement, 
expiring December 31, 2009, (the "Agreement") with Mr. Jean-Marc 
Stiegemeier (the "Executive") in connection with his appointment as 
President and Chief Executive Officer of the Company through December 31, 
2009.  Executive succeeded Mr. George J. Taylor, Jr. who continues to serve 
the Company as Chairman of the Board of Directors.  The Agreement includes 
the following key provisions: (i) an annual base salary of $300,000, which 
may be increased by the Board in its discretion or decreased by the Board 
under certain defined circumstances; (ii) a one-time special bonus of 
$37,500, $25,000 of which was paid October 1, 2004, with the balance paid 
in January 2005; (iii) an annual bonus of up to 100% of Executive's base 
salary based upon the attainment of a Board-approved earnings target for 
that year; (iv) the use of a Company-provided house for a one-year period; 
(v) as an incentive to reduce the Company's "acquisition" costs, Executive 
would receive an "acquisition incentive bonus" equal to one percent (1%) of 
the 


  10


Purchase Price, as defined in the Agreement) for each acquisition that is 
concluded during the term of this Agreement without any obligation by the 
Company to pay any fees, commissions or any other cash or equity-based 
compensation to any third party(ies) for or in connection with (a) the 
identification of the entity that is the subject of the acquisition; (b) 
the valuation of the acquisition or (c) the negotiation of the purchase 
price and other key business terms of the acquisition with the selling 
party or its representatives.  Concurrent with the effective date of the 
Agreement, Executive was issued a Warrant to purchase up to Four Hundred 
Thousand (400,000) shares of common stock at fair market value.  The 
Warrant was exercisable immediately and expires five years from the date of 
grant.  The underlying common stock is currently unregistered.  The 
Executive was also granted an option to purchase up to Six Hundred Thousand 
(600,000) shares of common stock under the 2002 Stock Option Plan at an 
exercise price equal to the fair market value of the common stock. Three 
Hundred Thousand (300,000) shares are exercisable one year after the grant 
date, with the remainder exercisable two years after the grant date.  The 
options expire ten years after the grant date.

      The Agreement also provides severance pay for the Executive during 
the term of the Agreement under certain circumstances.  Should the Company 
terminate the agreement without "cause", or if the Executive terminates the 
Agreement "for good reason", or in the event the Executive resigns after a 
"change in control", as all are defined in the Agreement, then severance 
pay will equal three times the "Executive Compensation Amount" as defined.  
The Executive will not, however, be entitled to any severance or other 
compensation if he voluntarily terminates his employment or if the Company 
terminates the Agreement "for cause", as defined.  From August 16, 2004 to 
October 1, 2004, the Executive provided business consulting services to the 
Company for which the Executive earned $50,000 in fees.  

      The Company has an employment agreement with Mr. Taylor, Jr. (the 
"Chairman") dated January 1, 1998 and as amended at various times between 
August 1, 2001 and October 1, 2004.  The current agreement contains an 
employment term expiring December 31, 2007.  The agreement also contains 
the following major provisions: (i) a base salary of $200,000 for 2005, 
increasing to $250,000 in 2006 and $300,000 in 2007; (ii) an annual bonus 
of up to 100% of the Chairman's base salary based upon the attainment of a 
Board-approved earnings target for that year; and (iii an "acquisition 
incentive bonus" as described above for Executive.  The Chairman's 
agreement provides severance pay should he terminate the Agreement for 
"good cause", as defined, or should the Company terminate his agreement 
without cause, or in the event of a change in control of the Company, as 
defined.  Severance pay would amount to three times (i) the amount of the 
then-current base pay (deemed to be $300,000 for purposes of severance pay 
calculations), plus (ii) the average bonus paid during the three most 
recent calendar years.  The Chairman will not be entitled to any severance 
or other compensation if he voluntarily terminates his employment or if the 
Company terminates the Agreement "for cause", as defined.

      On April 12, 2005 the Board authorized the CEO to negotiate a new 
two-year employment agreement for Mr. LaVigne, replacing his previous 
agreement which expired December 31, 2004.  Mr. LaVigne's agreement is 
expected to be substantially similar to his previous employment agreement 
and will include a $150,000 salary and a grant of 40,000 stock options.  
This agreement has not been finalized. Under his previous agreement, in the 
event that the Company terminated the agreement without cause, or in the 
event Mr. LaVigne terminated the agreement for good reason (as defined), 
Mr. LaVigne would be entitled to severance pay amounting to one-half of (i) 
the then-current base salary, (ii) the average bonus paid during the last 
two years and (iii) split-dollar insurance plan contributions made during 
the prior year. In addition, he would be entitled to receive 100% of the 
policy reserves in a Company-owned life insurance policy on his behalf.  In 
the event of a change in control (as defined), Mr. LaVigne would receive 
severance pay of approximately a full year's salary, bonus and benefits.  
In addition, all unvested stock options would immediately vest. The 
agreement also contained provisions regarding confidentiality and a non-
compete covenant, which would prohibit him from competing with the Company 
during his employment and for six months thereafter. 

      The aforementioned agreements were approved by the Compensation 
Committee and the Board of Directors.

Compliance with Section 16 (a) of the Exchange Act:  

      Section 16 of the Securities Exchange Act of 1934 requires directors 
and executive officers and persons, if any, owning more than ten percent of 
a class of the Company's equity securities to file with the Securities and 
Exchange Commission initial reports of ownership and reports of changes in 
ownership of the Company's equity and equity 


  11


derivative securities. Based solely upon a review of the copies of such 
reports furnished to the Company, or written representations from reporting 
persons, the Company believes that during 2004 all required reports were 
timely filed.

Certain Business Relationships and Transactions with Management:

      As previously described, on October 1, 2004, the Company entered into 
an employment agreement with Mr. Jean-Marc Stiegemeier in connection with 
his appointment as President and Chief Executive Officer of the Company.  
From August 16, 2004 to October 1, 2004, Mr. Stiegemeier provided business 
consulting services to the Company for which he earned $50,000 in fees.

Compensation Committee Interlocks and Insider Participation: 

      During the year ended December 31, 2004, the members of the 
Compensation Committee were Joseph J. Kelley (Chairman), Hugh M. Taylor 
(until May 2004) and Harold L. Hansen.  The Committee members are not 
employees of the Company and have no interlocking relationships as defined 
by the Securities and Exchange Commission. 

                 REPORT OF THE COMPENSATION COMMITTEE OF THE
                BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

      The Compensation Committee of the Board of Directors (the 
"Committee") is comprised of two independent directors. The Board of 
Directors delegates to the Compensation Committee the responsibility for 
developing and administering the policies that govern the total 
compensation program for executive officers of the Company.  The Committee 
also oversees grants of stock awards under the Company's stock option plans 
for all plan participants, including awards of stock options or warrants 
made to the executive officers of the Company.  In making pay decisions for 
the named executives whose compensation is detailed in this proxy statement 
(other than the Chief Executive Officer), the Committee also takes into 
consideration the views and recommendations of the Chief Executive Officer 
concerning each executive's overall contribution to the Company's 
performance.  The Committee has prepared the following report to summarize 
the executive compensation approach of the Company and describe specific 
decisions made by the Committee with respect to the Chief Executive 
Officer's compensation and future compensation guidelines.
 
      The compensation philosophy for executive officers conforms generally 
to the compensation philosophy followed for all of the Company's employees.  
The Company's compensation is designed to maintain executive compensation 
programs and policies that enable the Company to attract and retain the 
services of highly qualified executives.  The goal of the Committee is to 
achieve fair compensation for the individuals and to enhance shareholder 
value by continuing to closely align the financial rewards of management 
with those of the Company's shareholders.  In addition to base salaries, 
executive compensation programs and policies consisting of discretionary 
cash bonuses and periodic grants of stock options are designed to reward 
and provide incentives for individual contributions as well as overall 
Company performance. The Compensation Committee consults with independent 
compensation consultants when appropriate.

      Key elements of the Company's compensation program consist of base 
salary, discretionary annual cash bonuses and periodic grants of stock 
awards. The Company's policies with respect to these elements, including 
the basis for the compensation awarded the Company's Chief Executive 
Officer, are discussed below.  While the elements of compensation described 
below are considered separately, the Compensation Committee takes into 
account the full compensation package offered by the Company to the 
individual, including healthcare and other insurance benefits and 
contributions made by the Company.

Base Salaries:  The Company has established competitive annual base 
salaries for all executive officers, including the named executive 
officers.  In determining the salary of each senior executive, the 
Company's Chief Executive Officer makes recommendations to the Committee 
with respect to the base salary of each senior executive other than 
himself.  The Committee discusses these recommendations, and the relevant 
data, and then determines the senior executives' base salary.  The 
Committee meets separately to determine the base salary of the Company's 
Chief Executive Officer.  The Company has an employment agreement with 
George J. Taylor, Jr. and will have one with Robert G. LaVigne, Executive 
Vice President, Chief Financial Officer, Secretary and Treasurer.  No other 
named 


  12


executive officer had a formal employment agreement with the Company as of 
December 31, 2004.  The annual base salaries for each of the Company's 
executive officers, including the Company's Chief Executive Officer, 
reflect the subjective judgment of the Compensation Committee (and with 
respect to the other executive officers, the recommendations of the Chief 
Executive Officer) based on the consideration of the executive officer's 
position with the Company, competitive factors within the industry, the 
executive officer's tenure, the Company's needs, and the executive 
officer's individual performance, achievements and contributions to the 
growth of the Company

Annual Bonus:  At the conclusion of each fiscal year, the Committee reviews 
with the Company's Chief Executive Officer the performance of each senior 
executive officer against financial and operational goals established at 
the beginning of the year.  Based upon the overall performance of the 
Company and the contribution by the individuals in achieving that 
performance by attaining the originally established goals (taking into 
account any goals added or modified during the course of the year), the 
Company's Chief Executive Officer recommends to the Committee annual bonus 
compensation levels for each senior executive.  The Committee considers his 
recommendations, and the relevant data, and then determines the annual 
bonus compensation for each senior executive.  The Committee meets 
separately to evaluate the performance of the Chief Executive Officer and 
determine his annual bonus compensation award. 

Stock Awards:  Grants of stock options are made to executives, directors 
and other employees of the Company under the Company's 2002 Plan.  The Plan 
is administered by the Compensation Committee in accordance with the 
requirements of Rule 16b-3. The Company has also granted stock awards 
through the use of warrants.  Grants of stock awards are made to such 
executives and other key employees to enable them to participate in the 
creation of stockholder value in the Company as well as to permit the 
accumulation of an equity interest in the Company, thereby aligning the 
interests of executives with those of stockholders.  Individual awards are 
determined based upon the level of position held, competitive factors 
within the industry, individual contribution to the achievement of the 
Company's financial goals, the executive officer's tenure with the Company, 
his or her total cash compensation for the prior year, the executive 
officer's acceptance of additional responsibilities, his or her 
contributions toward the Company's attainment of strategic goals, and such 
other performance factors as management and the Committee may consider. 

Chief Executive Officer's Fiscal 2004 Compensation

      Mr. Taylor, Jr.'s (the "Former CEO") compensation for 2004 was based 
upon his employment agreement with the Company, as amended and as further 
described in the preceding section entitled "Employment Contracts and 
Termination of Employment and Change-in-Control Arrangements".  As set 
forth in the Summary Compensation Table above, the Former CEO's total 
annual compensation for the year ended December 31, 2004 was $161,973. 
There was no bonus award for 2004. 

      Mr. Stiegemeier's (the "Current CEO") compensation for 2004 was based 
upon his employment agreement with the Company, as further described in the 
preceding section entitled "Employment Contracts and Termination of 
Employment and Change-in-Control Arrangements".  As set forth in the 
Summary Compensation Table above, the Current CEO's total annual 
compensation for the year ended December 31, 2004 was $113,500, which 
included a one-time $37,500 signing bonus.

Section 162(m) Limitations

      Under Section 162(m) of the Code, a tax deduction by corporate 
taxpayers, such as the Company, is limited with respect to the compensation 
of certain executive officers unless such compensation is based upon 
performance objectives meeting certain regulatory criteria or is otherwise 
excluded from the limitation.  Based upon the Compensation Committee's 
commitment to link compensation with performance as described in this 
report, the Compensation Committee currently intends to qualify 
compensation paid to the Company's executive officers for deductibility by 
the Company under Section 162(m) of the Code. Both members of the 
Compensation Committee are outside directors.

                                       COMPENSATION COMMITTEE
                                       Joseph J. Kelley, Chairman
                                       Harold L. Hansen


  13


                        REPORT OF THE AUDIT COMMITTEE

      The Audit Committee of the Board of Directors is comprised of three 
outside directors who meet the American Stock Exchange standards for 
independence.  The Audit Committee operates under a written charter adopted 
by the Board of Directors.  The Audit Committee's function is one of 
oversight as set forth in its Charter. Its primary duties include (a) 
assisting the Board of Directors in its oversight of (i) the integrity of 
our financial statements and significant accounting policies, (ii) our 
financial, investment and risk management policies in operating our 
business activities, and (iii) the work of the independent auditors; (b) 
deciding whether to appoint, retain or terminate the Company's independent 
auditors and to pre-approve all audit, audit-related and other services, if 
any, to be provided by the independent auditors, (c) establishing 
procedures for the receipt, retention and treatment of complaints received 
by the Company regarding accounting or auditing matters, and (d) preparing 
any report of the Audit Committee required by the rules and regulations of 
the Securities and Exchange Commission.  

      Management has primary responsibility for the Company's financial 
statements and the overall reporting process, including the Company's 
system of internal controls. The independent auditors are responsible for 
auditing the financial statements and for expressing an opinion as to 
whether those audited financial statements fairly present the financial 
position, results of operations, and cash flows of the Company in 
conformity with accounting principles generally accepted in the United 
States of America. 

      The Audit Committee has reviewed the Company's audited financial 
statements, and met separately with both management and Carlin, Charron & 
Rosen LLP (the "Auditors") to discuss those financial statements and 
reports prior to issuance. Management has represented, and the Auditors 
have confirmed, that the financial statements were prepared in accordance 
with generally accepted accounting principles.

      The Audit Committee discussed with the Auditors the matters required 
to be discussed by Statement on Auditing Standards No. 61, as amended, 
"Communication with Audit Committees".  In addition, the Audit Committee 
received from the Auditors a formal written statement describing all 
relationships between the Auditors and the Company that might bear on the 
Auditors' independence consistent with Independence Standards Board 
Standard No. 1, "Independence Discussions with Audit Committees," discussed 
with the Auditors any relationships that may impact their objectivity and 
independence and satisfied itself as to the Auditors' independence.

      Based on the review and discussions referred to above, the Audit 
Committee has recommended to the Board of Directors that the audited 
consolidated financial statements be included in the Company's Annual 
Report on Form 10- K for the year ended December 31, 2004 for filing with 
the Securities and Exchange Commission.  

                                       AUDIT COMMITTEE
                                       Ronald P. Pettirossi, Chairman 
                                       Harold L. Hansen
                                       Joseph J. Kelley

Report of the Compensation Committee, Audit Committee and Audit Committee 
Charter 

      In accordance with the rules of the Securities and Exchange 
Commission, the Report of the Compensation Committee and the Report of the 
Audit Committee shall not be incorporated by reference into any of the 
Company's future filings made under the Securities Exchange Act of 1934 or 
the Securities Act of 1933, and shall not be deemed to be soliciting 
material or to be filed with the Securities and Exchange Commission under 
the Securities Exchange Act of 1934 or the Securities Act of 1933. 

             STOCK PERFORMANCE GRAPH AND CUMULATIVE TOTAL RETURN

      The following chart compares the yearly change in the cumulative 
total stockholder return on the Company's Common Stock during the five 
fiscal-year period ended December 31, 2004 with the cumulative total return 
on the Russell 2000 Index and an index constructed from a peer group of 
companies (Telephone & Telegraph Apparatus) that are classified in the same 
Standard Industrial Classification ("SIC") code as the Company for that 
same period. The comparison assumes $100 was invested on December 31, 1999 
in the Company's Common Stock and in each of 


  14


the foregoing indices and assumes reinvestment of dividends. The stock 
price performance shown on the graph below is not necessarily indicative of 
future price performance. 

               COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
               Among Farmstead Telephone Group, Inc., the SIC 
                    Code Index and the Russell 2000 Index

                                   [GRAPH]




                                                         Cumulative Total Return
                                    -----------------------------------------------------------------
      December 31                    1999        2000        2001       2002       2003        2004
      -----------                    ----        ----        ----       ----       ----        ----

                                                                            
      Farmstead Telephone Group     $100.00     $100.50     $66.82     $26.35     $ 70.59     $ 69.65
      SIC Code Index                $100.00     $ 64.77     $25.04     $10.28     $ 19.20     $ 24.66
      Russell 2000 Stock Index      $100.00     $ 95.68     $96.66     $75.80     $110.19     $129.47


      This graph shall not be incorporated by reference into any of the 
Company's future filings made under the Securities Exchange Act of 1934 or 
the Securities Act of 1933, and shall not be deemed to be soliciting 
material or to be filed with the Securities and Exchange Commission under 
the Securities Exchange Act of 1934 or the Securities Act of 1933.

ANNUAL REPORT/FORM 10-K

      The Company's 2004 Annual Report to its stockholders is a 
reproduction of its Form 10-K filed with the Securities and Exchange 
Commission ("SEC"), excluding the Index to Exhibits and any filed exhibits 
or financial statement schedules, and is being mailed to all stockholders 
concurrently with this Proxy Statement.  Additional copies of the Company's 
Form 10-K (without exhibits or financial statement schedules) as filed with 
the SEC may be obtained at no cost by writing to the Corporate Secretary, 
Farmstead Telephone Group, Inc., 22 Prestige Park Circle, East Hartford, CT 
06108. The Company's Form 10-K may also be accessed on the Internet at 
http://www.farmstead.com. Exhibits or financial statement schedules listed 
in the Company's Form 10-K are available upon request to the Corporate 
Secretary at a nominal charge for printing and mailing. 

NOMINATIONS AND STOCKHOLDERS' PROPOSALS
FOR YEAR 2006 ANNUAL MEETING OF STOCKHOLDERS

      The Amended and Restated By-laws of the Company require that all 
nominations for persons to be elected directors, other than those made by 
the Board of Directors, be made pursuant to written notice to the Secretary 
of the Company. The notice must be received not less than 90 nor more than 
120 days prior to the date on which the Company released its proxy 
statement to stockholders in connection with the preceding year's Meeting 
(or if the date of the Meeting is advanced or delayed by more than 30 days 
from the date of the preceding year's Meeting not less than 90 nor more 
than 120 days prior to the date of the Meeting or not later than 10 days 
after notice of public disclosure of such meeting date is first made). The 
notice must set forth all information relating to each nominee that 


  15


is required to be disclosed in solicitations of proxies for election of 
directors, or is otherwise required pursuant to the Securities Exchange Act 
of 1934, as amended. The notice must also include the stockholder's name 
and address as they appear on the Company's books and the class and number 
of shares of stock beneficially owned by such stockholder. 

      In addition, the Amended and Restated By-laws require that for 
business to be properly brought before an annual meeting by a stockholder, 
the Secretary of the Company must have received written notice thereof not 
less than 90 nor more than 120 days prior to the Meeting (or if the date of 
the Meeting is advanced or delayed by more than 30 days from the date of 
the preceding year's Meeting not less than 90 nor more than 120 days prior 
to the date of the Meeting or not later than 10 days after notice of public 
disclosure of such meeting date is first made). The notice must set forth 
(i) a brief description of the business desired to be brought before the 
meeting; (ii) the stockholder's name and address as they appear on the 
Company's books; (iii) the class and number of shares of stock beneficially 
owned by the stockholder; and (iv) any material interest of the stockholder 
in such business.

      Any proposal of a stockholder intended to be presented at the 
Company's 2006 Annual Meeting of Stockholders and included in the proxy 
statement and form of proxy for that meeting must be received by the 
Company no earlier than March 17, 2006 and no later than April 16, 2006. 
Proposals should be sent to: Corporate Secretary, Farmstead Telephone 
Group, Inc., 22 Prestige Park Circle, East Hartford, CT 06108.  Such 
proposals must meet the requirements set forth in the rules and regulations 
of the SEC in order to be eligible for inclusion. 

OTHER MATTERS - STOCKHOLDER PROPOSALS

      Our management does not intend to bring any other business before the 
meeting for action and has not been notified of any other business proposed 
to be brought before the meeting. However, if any other matters properly 
come before the Meeting, the persons named in the enclosed form of proxy 
are expected to vote the proxy in accordance with their best judgment on 
such matters.



May 23, 2005                           Robert G. LaVigne
                                       Executive Vice President, Chief 
                                       Financial Officer and Secretary


  16


                DIRECTIONS TO FARMSTEAD TELEPHONE GROUP, INC.
              22 Prestige Park Circle, East Hartford, CT  06108


I-84 Heading East Towards Hartford

Take Exit 58 (Robert's Street) off of I-84.  Bear left off of the exit onto 
Roberts Street.  At the 2nd traffic light, turn left onto Hillside Street.  
At the end of Hillside Street, turn right onto Burnside Avenue.  At the 
second traffic light, turn left onto School Street (first light is blinking 
light at fire station).  At the third traffic light, turn right onto 
Prestige Park Road.  Follow Prestige Park Road for approximately 1/3 of a 
mile.  Turn right just before Farmstead (fourth building on the right from 
entrance to Prestige Park) onto Prestige Park Circle and follow around the 
building.  Corporate Parking is on the left.

I-84 Heading West Towards Hartford

Take Exit 58 (Robert's Street) off of I-84.  Turn right off of exit onto 
Roberts Street.  Turn left at next traffic light onto Hillside Street.  At 
the end of Hillside Street, turn right onto Burnside Avenue.  At the second 
traffic light, turn left onto School Street (first light is blinking light 
at fire station).  At the third traffic light, turn right onto Prestige 
Park Road.  Follow Prestige Park Road for approximately 1/3 of a mile.  
Turn right just before Farmstead (fourth building on the right from 
entrance to Prestige Park) onto Prestige Park Circle and follow around the 
building.  Corporate Parking is on the left.

I-91 Heading South Towards Hartford

Take Exit 35A off I-91 (Route 291E).  Take Exit 4 off of 291E (East 
Hartford, South Windsor).  Bear right off exit ramp.  At third traffic 
light, turn left onto School Street.  Go through one stop sign, at next 
light, turn left onto Prestige Park Road.  Follow Prestige Park Road for 
approximately 1/3 of a mile.  Turn right just before Farmstead (fourth 
building on the right from entrance to Prestige Park) onto Prestige Park 
Circle and follow around the building.  Corporate Parking is on the left.

I-91 Heading North Towards Hartford

Follow I-91 North to Exit 29 (Charter Oak Bridge, 84E, Route 15).  Take 
Exit 91 (Silver Lane) and bear right off the exit.  At 2nd traffic light, 
take a left onto Roberts Street.  At 3rd traffic light, turn left onto 
Hillside Street.  At the end of Hillside Street, turn right onto Burnside 
Avenue.  At the second traffic light, turn left onto School Street (first 
light is blinking light at fire station).  At the third traffic light, turn 
right onto Prestige Park Road.  Follow Prestige Park Road for approximately 
1/3 of a mile.  Turn right just before Farmstead (fourth building on the 
right from entrance to Prestige Park) onto Prestige Park Circle and follow 
around the building.  Corporate Parking is on the left.


  17


                                                              FORM OF PROXY
                                                              -------------

PROXY                  FARMSTEAD TELEPHONE GROUP, INC.                PROXY
       22 Prestige Park Circle, East Hartford, CT 06108 (860) 610-6000
                  PROXY SOLICITED BY THE BOARD OF DIRECTORS
               Annual Meeting of Stockholders - July 14, 2005

The undersigned, as a Stockholder of FARMSTEAD TELEPHONE GROUP, INC. (the 
"Company"), hereby appoints George J. Taylor, Jr. and Robert G. LaVigne or 
any one of them, the true and lawful proxies and attorneys-in-fact of the 
undersigned to attend the Annual Meeting (the "Meeting") of the 
Stockholders of the Company, to be held July 14, 2005, at 10:00 a.m. local 
time at the Company's offices located at 22 Prestige Park Circle, East 
Hartford, CT 06108 and any adjournments or postponements thereof, and any 
of them to vote, as designated below, the number of shares which the 
undersigned would be entitled to vote, as fully and with the same effect as 
the undersigned might do if personally present, on the following matters as 
set forth in the Proxy Statement and Notice dated May 23, 2005.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED 
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S).  IF NO DIRECTION IS MADE, THIS 
PROXY WILL BE VOTED "FOR" THE ELECTION OF THE DIRECTORS, AND "FOR" THE 
RATIFICATION OF THE APPOINTMENT OF CARLIN, CHARRON & ROSEN LLP, AS SET 
FORTH ON THE REVERSE SIDE.

[X] Please mark votes as shown in this example.

The Board of Directors recommends a vote FOR all proposals.

1.    Election of Directors

      Nominees:  George J. Taylor, Jr., Jean-Marc Stiegemeier, Harold L. 
      Hansen, Joseph J. Kelley, Ronald P. Pettirossi and Hugh M. Taylor

  [ ] FOR     [ ] WITHHELD     [ ] For all nominees except as noted below:

      _____________________________________________________________________
      [CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE]  

2.    Ratification of the appointment of Carlin, Charron & Rosen, LLP as 
      independent auditors of the Company for the year ending December 31, 
      2005.

  [ ] FOR     [ ] AGAINST     [ ] ABSTAIN

In their discretion, the proxies are authorized to vote upon such other 
business as may properly come before the Meeting or any adjournments or 
postponements thereof.

This Proxy is revocable and the undersigned reserves the right to attend 
the Meeting and vote in person.  The undersigned hereby revokes any proxy 
heretofore given in respect of the shares of the Company.  

                                       Date: ________________________, 2005

                                       ____________________________________
                                                      Signature


                                       ____________________________________
                                                      Signature

Please sign exactly as the name(s) appear on your Stock Certificate.  When 
attorney, executor, administrator, trustee, or guardian, please give full 
title as such.  If more than one name is shown, as in the case of joint 
tenancy, each party should sign.

Mark here if you plan to attend the Meeting     [ ]

Mark here for address change and note new address below     [ ]

THE BOARD OF DIRECTORS URGES THAT YOU COMPLETE, SIGN AND DATE THE PROXY AND 
RETURN IT PROMPTLY BY MAIL IN THE ENCLOSED ENVELOPE.