AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 2005

                                                REGISTRATION NO. 333-124613
===========================================================================

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                               Amendment No. 1
                                     To
                                  FORM S-3

                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933


                       Farmstead Telephone Group Inc.
                        ----------------------------
           (Exact name of registrant as specified in its charter)


            Delaware                                   06-1205743
-------------------------------             -------------------------------
(State or other jurisdiction of                    (I.R.S. Employer
 Incorporation or organization)                   Identification No.)


                           22 Prestige Park Circle
                      East Hartford, Connecticut 06108
                               (860) 610-6000
---------------------------------------------------------------------------
  (Address, including zip code, and telephone number, including area code,
                of registrant's principal executive offices)


                              Robert G. LaVigne
       Executive Vice President, Chief Financial Officer and Secretary
                       Farmstead Telephone Group, Inc.
                           22 Prestige Park Circle
                      East Hartford, Connecticut 06108
                               (860) 610-6000

                   --------------------------------------
          (Name, address, including zip code, and telephone number,
                 including area code, of agent for service)

                                 Copies to:

                        Henry E. Knoblock, III, Esq.
                              Pepe & Hazard LLP
                      225 Franklin Street - 16th Floor
                         Boston, Massachusetts 02110
                          Telephone (617) 748-5500
                          Facsimile: (617) 748-5555

Approximate date of proposed commencement of sale to public: As soon as
practicable after this Registration Statement becomes effective.


  


If the only securities being registered on this form are being offered 
pursuant to dividend or interest reinvestment plans, please check the 
following box. [ ]

If any of the securities being registered on this form are to be offered on 
a delayed or continuous basis pursuant to Rule 415 under the Securities Act 
of 1933, other than securities offered only in connection with dividend or 
interest reinvestment plans please check the following box. [X]

If this form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, check the following box 
and list the Securities Act registration statement number of the earlier 
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 
462(c)under the Securities Act, check the following box and list the 
Securities Act registration statement number of the earlier effective 
registration for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, 
please check the following box. [ ]


                       CALCULATION OF REGISTRATION FEE




                                                        Proposed
                                           Proposed     Maximum
                       Amount of           Maximum      Aggregate
Title of Each Class    Securities          Offering     Dollar Price        Amount
of Securities          to be Registered    Price Per    of Securities to    Of
to be Registered       in the Offering     Security     be Registered       Fee (4)
-------------------    ----------------    ---------    ----------------    -------

                                                                
Common Stock             325,000           $ 1.33       $  432,250          $ 50.88
                       Shares (1)

Common Stock             500,000           $ 1.33       $  665,000          $ 78.27
                       Shares (2)

Common Stock             650,000           $ 1.33       $  864,500          $101.75
                       Shares (3)

Total Securities
to be Registered       1,475,000                        $1,961,750          $230.90 (5)
                       Shares


  These shares (being issued for resale) are issuable on conversion of 
      outstanding note(s) (principal and interest) at a conversion price of 
      $1.54. The number of shares presently issuable on conversion is 
      325,000.

  These shares (being registered for resale) are issuable on exercise 
      of warrants, at $1.82 per share. The number of shares presently 
      issuable on exercise is 500,000.

  These shares (being registered for resale) are issuable on exercise 
      of warrants by certain executive officers of the Company, at fair 
      market value as of the date the Warrant was issued to each executive 
      officer. The number of shares issuable on exercise within the next 


  


      twelve months is a total of 650,000 shares.

  Estimated solely for the purpose of calculating the registration fee. 
      Pursuant to Rule 457 (c) of the Securities Act of 1933, as amended, 
      the registration fee for the shares has been calculated based upon 
      the average of the high and low prices, as reported by AMEX, for the 
      registrant's common stock as of April 28, 2005, which was $1.33 per 
      share.

  Previously Paid



Delaying amendment under rule 473(a): The registrant hereby amends this 
registration statement on such date or dates as may be necessary to delay 
its effective date until the registrant shall file a further amendment 
which specifically states that this registration statement shall become 
effective in accordance with section 8(a) of the Securities Act of 1933 or 
until the registration statement shall become effective on such date as the 
Commission acting pursuant to section 8(a), may determine.

The information in this prospectus is subject to completion or amendment. 
The securities covered by this prospectus cannot be sold until the 
registration statement filed with the Securities and Exchange Commission 
becomes effective. This prospectus shall not constitute an offer to sell or 
the solicitation of an offer to buy nor shall there be any sale of these 
securities in any state in which an offer, solicitation or sale would be 
unlawful prior to registration or qualification under the securities laws 
of that state.


  


The information in this prospectus is not complete and may be changed. We 
may not sell these securities until the registration statement filed 
withthe Securities and Exchange Commission is effective. This prospectus is 
not an offer to sell these securities and it is not soliciting an offer to 
buy these securities in any state where the offer or sale is not permitted.



SUBJECT TO COMPLETION, DATED May 27, 2005

PROSPECTUS


                                                           [LOGO] FARMSTEAD


                       Farmstead Telephone Group, Inc.

                           SHARES OF COMMON STOCK

      The selling stockholders listed on page 10 of this prospectus are 
offering for resale up to 1,475,000 shares of common stock beneficially 
owned by them. We will not receive any of the proceeds from the sale of the 
shares by the selling stockholders. We will receive proceeds from any 
exercise for cash of warrants made before any sale of any of the shares of 
common stock being offered under this prospectus that are underlying the 
warrants.

      The common stock may be offered from time to time by the selling 
stockholders through ordinary brokerage transactions in the over-the-
counter markets, in negotiated transactions or otherwise, at market prices 
prevailing at the time of sale or at negotiated prices and in other ways as 
described in the "Plan of Distribution".

      Our common stock is listed on the American Stock Exchange (the 
"AMEX")under the symbol "FTG". On April 28, 2005, the last sale price of 
our common stock as reported by the AMEX was $1.33 per share.

      INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. FOR 
MORE INFORMATION, SEE "RISK FACTORS" BEGINNING ON PAGE 4.

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE 
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR 
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION 
TO THE CONTRARY IS A CRIMINAL OFFENSE.


            The date of this prospectus is _______________, 2005


  


                              Table of Contents

                                                                       Page

Forward-looking Statements                                                3
About Farmstead Telephone Group, Inc.                                     3
Risk Factors                                                              4
Use of Proceeds                                                           9
Selling Stockholders                                                     10
Plan of Distribution                                                     12
Legal Matters                                                            14
Experts                                                                  14
Where You Can Find More Information                                      14
Incorporation of Certain Documents By Reference                          15


  2


                         FORWARD-LOOKING STATEMENTS

      Certain statements in this Registration Statement or the documents 
incorporated by reference in this Registration Statement constitute 
"forward-looking statements" within the meaning of the Private Securities 
Litigation Reform Act of 1995. These forward-looking statements involve 
known and unknown risks, uncertainties and other factors which may cause 
the actual results, performance or achievements of Farmstead Telephone 
Group, Inc. to be materially different from any future results, performance 
or achievements expressed or implied by such forward-looking statements. 
Such factors include, among others, those set forth under the caption "Risk 
Factors." Forward-looking statements may be indicated by the words 
"believe," "expect," "anticipate," "intend," and "plan" and similar 
expressions, by context or otherwise. Readers are cautioned not to place 
undue reliance on any of these forward-looking statements, which speak only 
as of the date of the statement was made. Farmstead Telephone Group, Inc. 
undertakes no obligation to update any forward-looking statement.

                    ABOUT FARMSTEAD TELEPHONE GROUP, INC.

      Farmstead Telephone Group, Inc. ("Farmstead", the "Company", "we", or 
"our") was incorporated in Delaware in 1986. We are principally engaged as 
a provider of new and used Avaya, Inc. ("Avaya") business 
telecommunications parts, complete systems, and services. From December 
1998 to the program's termination in July 2004, we provided refurbished 
"Classic Lucent(TM)" and "Classic Avaya(TM)" telecommunications equipment 
pursuant to an "Authorized Remarketing Supplier Program" with Lucent 
Technologies and Avaya. Since the termination of this program, we have 
continued to supply refurbished equipment to our customers. We also offer 
Avaya's full-line of new telecommunications parts and complete systems as 
an Avaya-certified "Gold Dealer". Our service revenues are under the aegis 
of our "2 Star" Avaya Services Agreement. Our product offerings are 
primarily customer premises-based private switching systems and peripheral 
products, including voice messaging products. We also provide 
telecommunications equipment installation, repair and refurbishing, short-
term rental, inventory management, and related value-added services. A 
portion of our revenues is also derived from the sale of Avaya maintenance 
contracts. We sell our products and services to large and mid-size, multi-
location businesses, as well as to small businesses, government agencies, 
and other equipment resellers.

      Effective February 1, 2001, we entered into a joint venture agreement 
with TriNET Business Trust ("TriNET"), forming a limited liability 
corporation operating under the name of InfiNet Systems, LLC ("InfiNet"). 
Under the agreement, we had a 50.1% ownership interest, and TriNET had a 
49.9% ownership interest. Based in East Hartford, Connecticut, InfiNet was 
organized for the purpose of selling new Avaya telecommunications systems 
primarily to customers within the State of Connecticut and various counties 
in the State of New York. Effective January 1, 2002, we acquired TriNET's 
49.9% ownership interest in InfiNet. During 2002, however, we changed our 
business strategy concerning the use of InfiNet, downsizing its operating 
activities by eliminating its entire workforce and fulfilling systems sales 
orders directly through Farmstead, which acquired its own systems dealer 
license in 2002. As a result, InfiNet has since been inactive.

      Our revenue has declined significantly over the past several years. 
Revenue for the years ended December 31, 2004, 2003, and 2002 was $12.34 
million, $14.9 million, and $19.46 million, respectively. The decline in 
revenue and profit margins has been primarily attributable to reduced 
business spending by our larger customers on enterprise communications 
equipment coupled with intense competition between the Company and other 
telecommunications equipment dealers and aftermarket resellers. The decline 
in revenue and profit margins has also been the prime contributor to our 
net losses for the years ended December 31, 2004, 2003, and 2002 of 
$1,424,000, $709,000, and $2,530,000, respectively. Accordingly, we tried 
to reduce our losses and return to profitability through cost reductions 
and by broadening our product offerings. Cost reductions alone, however, 
were not enough to offset the impact of continued revenue declines.


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      In the fourth quarter of 2004 we began implementing a strategic 
redirection, which is principally based upon building a larger and more 
highly qualified sales force, and diversifying the Company's product 
offerings and targeted customers. The business strategy is to transition to 
a full communications solutions provider, becoming less dependent on parts 
sales, and developing more sources of recurring revenues, such as through 
installation and maintenance services. We plan to expand our product 
offerings beyond traditional voice communications products by offering 
Internet Protocol, or IP, telephony products and unified communications 
products including voice messaging, and we plan to expand our customer base 
and revenues by targeting the small to medium-sized (under 200 employees) 
business market ("SMB").

      Since the beginning of 2005, we have been working with Avaya to 
structure a "strategic alliance" that would allow us to launch a nationwide 
effort to sell Avaya SMB products and services. Effective March 1, 2005 we 
concluded a non-binding agreement to commence a "pilot program", obtaining 
authorization to market SMB products and services nationally. The purpose 
of the program is to enable Avaya, and our Company, to increase market 
share of SMB products and services. Under this trial agreement, Avaya will 
provide marketing leads and other marketing and technical support, and we 
will provide the direct sales team to generate sales in the authorized 
territory. To this end, in March 2005 we hired 23 former Avaya sales and 
support professionals and launched our SMB program. The pilot program 
agreement may be terminated by either party upon 30 days prior notice.

                                RISK FACTORS

      We operate in a changing environment that involves numerous known and 
unknown risks and uncertainties that could materially adversely affect our 
operations. The following highlights some of the factors that have 
affected, and/or in the future could affect, our operations.

      OUR BUSINESS IS SUBJECT TO A NUMBER OF RISKS INCLUDING THE RISKS SET 
      FORTH BELOW.

      Our prospects are subject to many uncertainties and risks. Management 
recognizes the challenges that it faces, particularly during this period of 
diminished sales levels, and has adopted a number of strategies and action 
steps to deal with its current operating environment. Disclosure of our 
strategies and action steps is contained in the discussions set forth in 
Item 7, "Management's Discussion and Analysis of Financial Condition and 
Results of Operations", of our Annual Report on Form 10-K filed with the 
SEC on April 7, 2005 and elsewhere therein. These risks and uncertainties 
are also detailed from time to time in reports we file with the SEC, 
including Forms 8-K, 10-Q, and 10-K, and include, among other factors, the 
following principal risks:

      OUR BUSINESS IS MATERIALLY IMPACTED BY CAPITAL SPENDING LEVELS FOR
      TELECOMMUNICATIONS PRODUCTS AND SERVICES IN THE UNITED STATES.

      As a result of the economic downturn that commenced in 2001, many 
businesses have reduced or deferred capital expenditures for 
telecommunications equipment. Our reported 2004 revenues were 17% lower 
than 2003, and 2003 revenues were 23% lower than 2002 revenues. In 
addition, this environment has resulted in increased pricing and 
competitive pressures, which have contributed to our revenue erosion. If 
business capital spending for telecommunications products does not improve, 
or if economic conditions in the U.S. deteriorate, our revenues may 
continue to decline and our operating results will be adversely affected. 
We remain cautious about the telecommunications product marketplace going 
forward, and cannot predict whether the level of capital spending for the 
Company's products will improve in the near term. As a result, we believe 
that there will be continued pressure on our ability to generate revenue in 
excess of current levels.

      OUR BUSINESS IS HEAVILY DEPENDENT UPON AVAYA, AS OUR PRIMARY SUPPLIER
      OF EQUIPMENT FOR RESALE.


  4


      We primarily sell Avaya telecommunications products and services 
through various Dealer agreements with Avaya. The Company is dependent upon 
the quality and price-competitiveness of current Avaya products as well as 
Avaya's continued development of new products in order to compete. The 
Company's current sales levels for new parts and systems would be adversely 
impacted should market demand for these Avaya products significantly 
decline. Should Avaya's operations deteriorate to the point that it either 
cannot continue to introduce technologically new products or effectively 
compete with other equipment manufacturers, our long-term business strategy 
to continue as an Avaya dealer would be adversely affected.

      Our new parts and systems sales levels would also be adversely 
impacted if the Avaya dealer agreements were terminated, or if Avaya 
eliminated its "Business Partner" programs. It is Avaya's current intent to 
generate a larger percentage of its revenues from its dealer base, of which 
we are one. Effective July 30, 2004, Avaya terminated the ARS aftermarket 
program, and by September 30, 2004 we were no longer authorized to sell 
refurbished product under the "Classic Avaya" label. We believe, 
however,that the termination of this program did not have a material 
adverse impact on our sales of refurbished equipment, primarily because we 
have continued to sell refurbished equipment under our "Farmstead-
Certified" label, and because Avaya continues to offer installation and 
maintenance of its refurbished equipment with or without their "Classic 
Avaya" label.

      Since the beginning of 2005, we have been working with Avaya to 
structure a "strategic alliance" that would allow us to launch a nationwide 
effort to sell Avaya SMB products and services. Effective March 1, 2005 we 
concluded a non-binding agreement to commence a "pilot program", obtaining 
authorization to market SMB products and services nationally. The purpose 
of the program is to enable Avaya, and our Company, to increase market 
share of SMB products and services. Under this trial agreement, Avaya will 
provide marketing leads and other marketing and technical support, and we 
will provide the direct sales team to generate sales in the authorized 
territory. To this end, in March 2005 we hired 23 former Avaya sales and 
support professionals and launched our SMB program. The pilot program 
agreement may be terminated by either party upon 30 days prior notice.

      OUR GROSS PROFIT MARGINS VARY FROM PERIOD TO PERIOD.

      Our gross profit margins are dependent upon a variety of factors 
including (1) product mix - gross margins can vary significantly among 
parts sales, system sales and our various service offerings. The parts 
business, for example, involves hundreds of parts that generate 
significantly varying gross profit margins depending upon their 
availability, competition, and demand conditions in the marketplace; 
(2)customer mix - we sell parts to both end-users and to other equipment 
resellers. Our larger "Enterprise" companies often receive significant 
purchase discounts from Avaya, which could lower our gross margins as we 
compete against Avaya directly for this business; (3) the level and amount 
of vendor discounts and purchase rebates available to us from Avaya and its 
master distributors; (4) excess capacity - as sales volume falls, overhead 
costs become a higher percentage of sales dollars; (5) competitive 
pressures - as a result of the slowdown in capital equipment spending in 
our industry, and the several hundred Avaya dealers nationwide , we have 
been faced with increased price competition; and (6) obsolescence charges. 
The combined effect of all of these factors will result in varying gross 
profit margins from period to period.

      OUR GROSS PROFIT MARGINS AND OPERATING EXPENSES COULD BE ADVERSELY
      AFFECTED BY A REDUCTION IN PURCHASE DISCOUNT AND OTHER REBATE OR 
      INCENTIVE PROGRAMS CURRENTLY OFFERED BY AVAYA.

      As an Avaya Dealer, we receive substantial rebates and other cash 
incentives from Avaya, based upon volume levels of certain product 
purchases, which are material to our operating results and which help 
reduce product purchase costs, market development and marketing expenses. 
These incentive programs are subject to change by Avaya, and no assurances 
can be given that they would not be altered so as to adversely impact our 


  5


profit margins or operating expenses.

      WE MAY NOT HAVE ADEQUATE CASH OR CREDIT LINES TO FINANCE THE COMPANY'S
      WORKING CAPITAL REQUIREMENTS OR GROWTH PLANS.

      Our operating losses over the past three years have significantly 
reduced the amount of credit available to us from outside lenders, and 
increased the cost of borrowed funds. We are currently dependent upon cash 
generated from operations, and borrowings under a revolving credit 
facility, to satisfy our working capital requirements. Our revolving credit 
borrowings are based upon the generation of eligible accounts receivable. 
As our revenues have declined, so too have our receivables and borrowing 
availability. A material adverse change in our business going forward could 
prompt our lender to terminate our credit facility. In addition, continued 
losses could consume our current cash reserves, and negatively affect our 
ability to obtain replacement financing until we could demonstrate improved 
operating results or a return to profitability. No assurances can be given 
that we will have sufficient cash resources to finance future growth, and 
it may become necessary to raise additional funds through public or private 
debt or equity financings, which may also not be available to us until 
operating performance improves, and which may dilute stockholder ownership 
in us. If, however, we perform according to our expectations, we believe 
that additional sources of financing would become available to us.

      WE ARE FACED WITH INTENSE COMPETITION AND RAPIDLY CHANGING TECHNOLOGIES,
      AND WE MAY BECOME UNABLE TO EFFECTIVELY COMPETE IN OUR MARKETPLACE.

      We operate in a highly competitive marketplace. Over the years, our 
marketplace has become subject to more rapid technological change as 
communications systems have been evolving from stand-alone voice systems to 
more highly integrated, software-driven systems. Since we principally sell 
Avaya products, our competitive position in the marketplace is highly 
dependent upon Avaya's ability to continue to be a market leader in the 
product lines that we sell. Our competitors principally include Avaya and 
other new equipment manufacturers that similarly compete against Avaya 
products, including Nortel Networks Corporation, Siemens 
Aktiengesellschaft, Alcatel S.A. and NEC Corporation along with their local 
and regional dealers, and the other Avaya business partners. We believe 
that key competitive factors in our market are price, timeliness of 
delivery, service and product quality and reliability. Due to the reduction 
in business capital spending on telecommunications products, which has 
developed in the U.S. over the past few years, competitive pressures have 
intensified. We also anticipate intensified competition from larger 
companies having substantially greater technical, financial and marketing 
resources, as well as larger customer bases and name recognition. As the 
industry further develops voice and data converged products, we anticipate 
encountering a broader variety of competitors, including new entrants from 
related computer and communication industries.

      IF WE ARE UNABLE TO ATTRACT AND RETAIN KEY MANAGEMENT AND SALES 
      EMPLOYEES, WE WILL NOT BE ABLE TO COMPETE EFFECTIVELY AND OUR 
      BUSINESS MAY NOT BE SUCCESSFUL.

      Our success is highly dependent upon our ability to hire and retain 
key technical, sales and executive personnel. Competition for such 
personnel is currently intense in our industry, and our deterioration in 
revenues over the past two years has been partly due to turnover of such 
key employees. If we fail to hire and retain a sufficient number of high-
quality personnel, we may not be able to maintain or expand our business. 
We have been attempting to expand our systems sales business, which 
requires more highly skilled technical and sales personnel than our 
aftermarket parts business, and a failure to hire and retain such personnel 
would restrict our ability to effectively develop this sales growth 
strategy.

      FUTURE EQUITY TRANSACTIONS, INCLUDING EXERCISE OF OPTIONS OR 
      WARRANTS, COULD RESULT IN SIGNIFICANT DILUTION.


  6


      From time to time, the Company may sell restricted stock and 
warrants, and

convertible debt, to investors in private placements conducted by broker-
dealers, or in negotiated transactions. Because the stock is restricted, 
the stock is sold at a greater discount to market prices compared to a 
public stock offering, and the exercise price of the warrants sometimes is 
at or even lower than market prices. These transactions cause dilution to 
existing shareholders. Also, from time to time, options are issued to 
employees and third parties, with exercise prices equal to market. Exercise 
of in-the-money options and warrants will result in dilution to existing 
shareholders; the amount of dilution may depend on the spread between 
market and exercise price, and the number of shares involved. The Company 
will continue to grant options to employees with exercise prices equal to 
market price at the grant date, and in the future may sell restricted stock 
and warrants, all of which may result in dilution to existing shareholders.

      For example, the selling shareholders who hold the notes have the 
right to convert their notes at a set price of $1.54 per share, and all of 
the selling shareholders can exercise their warrants at $1.82 per share, 
regardless of market price. Depending on market price at the time, these 
conversions and/or exercises could result in dilution to current 
shareholders.

      TERMS OF SUBSEQUENT FINANCING MAY ADVERSELY IMPACT YOUR INVESTMENT.

      We may have to raise equity, issue debt or preferred stock financing 
in the future. Your rights and the value of your investment in the common 
stock could be reduced. For example, if we issue secured debt, the 
creditors would have a claim to our assets that would be prior to the 
rights of stockholders until the debt is paid. Debt service would increase 
costs and negatively impact operating results. Preferred stock could be 
issued in series from time to time with such designations, rights, 
preferences, and limitations as needed to raise capital. The terms of 
preferred stock could be more advantageous to those investors than to the 
holders of common stock. In addition, if we need to raise more equity 
capital from the sale of common stock, institutional or other investors may 
negotiate terms at least and possibly more favorable than the terms of this 
offering. Shares of common stock which we sell could be sold into the 
market, which could adversely affect market price.

      WE COULD BE DELISTED BY THE AMERICAN STOCK EXCHANGE.

      On May 7, 2004 we received notice from the American Stock Exchange 
(the "Amex") that we did not meet certain of the Amex's continued listing 
standards as a result of having stockholders' equity less than $4 million 
and net losses in three out of our four most recent fiscal years, as set 
forth in Section 1003 (a) (ii) of the Amex Company Guide. We were afforded 
the opportunity to submit a plan of compliance to the Amex and on June 15, 
2004 presented our plan. On July 19, 2004 the Amex notified us that it 
accepted our plan of compliance and granted us an extension of time to 
regain compliance with the continued listing standards. We are subject to 
periodic review by Amex Staff during the extension period which expires 
November 7, 2005. Failure to make progress consistent with our plan or to 
regain compliance with the continued listing standards by the end of the 
extension period could result in our being delisted from the Amex.

      Should we continue to record operating losses, remain below minimum 
required levels of stockholders' equity, remain below required minimum 
shareholder or market capitalization levels and /or if our common stock 
continues to trade at a "low price per share", we could be subject to 
delisting from the Amex. In considering whether a security warrants 
continued trading and/or listing on the Amex, many factors are taken into 
account, such as the degree of investor interest in the company, its 
prospects for growth, the reputation of its management, the degree of 
commercial acceptance of its products, and whether its securities have 
suitable characteristics for auction market trading. Thus, any developments 
which substantially reduce the size of a company, the nature and scope of 
its operations, the value or amount of its securities available for the 
market, or the number of holders of its securities, may occasion a review 
of continued listing by the Amex. The determination as to whether a 
security warrants 


  7


continued trading is not based on any precise mathematical formula rather, 
each case is considered on the basis of all relevant facts and circumstances 
and in light of the objectives of the Amex's policies regarding continued 
listing.

      OTHER RISKS

      In addition to the specific risks and uncertainties discussed above, 
our future operating performance can also be affected by: performance and 
reliability of products; the maintenance of our level of customer service 
and customer relationships; adverse publicity; business disruptions; acts 
of terrorism within the U.S., and the impact of those acts on the U.S. 
economy; and other events that can impact revenues and business costs. The 
risks included here are not exhaustive. Other sections of this report may 
include additional factors, which could adversely affect our business and 
financial performance. Moreover, we operate in a very competitive and 
rapidly changing environment. New risk factors emerge from time to time and 
it is not possible for management to predict all such risk factors, nor can 
it assess the impact of all such risk factors on its business or the extent 
to which any factor, or combination of factors, may cause actual results to 
differ materially from those contained in any forward-looking statements. 
Given these risks and uncertainties, investors should not place undue 
reliance on forward-looking statements as a prediction of actual results.

      Investors should also be aware that while we do, from time to time, 
communicate with securities analysts, it is against our policy to disclose 
to them any material information unless such information shall have been 
previously or is simultaneously disclosed in a manner intended to provide 
broad, non-exclusionary distribution of the information to the public. 
Accordingly, shareholders should not assume that we agree with any 
statement or report issued by any analyst irrespective of the content of 
the statement or report. Furthermore, we have a policy against issuing or 
confirming financial forecasts or projections issued by others. Thus, to 
the extent that reports issued by securities analysts contain any 
projections, forecasts or opinions, such reports are not our 
responsibility.

      WE MAY BE THE SUBJECT OF SECURITIES CLASS ACTION LITIGATION DUE TO 
      FUTURE STOCK PRICE VOLATILITY.

      In the past, when the market price of a stock has been volatile, 
holders of that stock have often instituted securities class action 
litigation against the company that issued the stock. If any of our 
stockholders brought a lawsuit against us, we could incur substantial costs 
defending the lawsuit. The lawsuit could also divert the time and attention 
of our management.

      PROVISIONS OF DELAWARE LAW COULD DELAY OR PREVENT A CHANGE OF CONTROL.

      As a Delaware corporation, we are subject to the General Corporation 
Law of the State of Delaware, including Section 203, an anti-takeover law 
enacted in 1988. In general, Section 203 restricts the ability of a public 
Delaware corporation from engaging in a "business combination" with an 
"interested stockholder" for a period of three years after the date of the 
transaction in which the person became an interested stockholder. Subject 
to exceptions, an interested stockholder is a person who, together with 
affiliates and associates, owns, or within three years did own, 15% or more 
of a corporation's voting stock. As a result of the application of Section 
203, potential acquirers may be discouraged from attempting to acquire us, 
thereby possibly depriving our stockholders of acquisition opportunities to 
sell or otherwise dispose of our stock at above-market prices typical of 
acquisitions.

      THE PRICE OF OUR COMMON STOCK COULD BE VOLATILE.

      Our common stock is quoted on the American Stock Exchange and has 
experienced, and is likely to experience in the future, significant price 
and volume fluctuations which could adversely affect the market price of 
our common stock without regard to our 


  8


operating performance. In addition, the trading price of our common stock 
could be subject to significant fluctuations in response to actual or 
anticipated variations in our quarterly operating results, announcements by 
us or our competitors, factors affecting the telecommunications industry 
generally, changes in national or regional economic conditions, changes in 
securities analysts' estimates for our competitors' or industry's future 
performance or general market conditions. The market price of our common 
stock could also be affected by general market price declines or market 
volatility in the future or future declines or volatility in the prices of 
stocks for companies in our industry.

      FUTURE SALES OF SHARES OF OUR COMMON STOCK COULD AFFECT THE MARKET PRICE
      OF OUR COMMON STOCK AND OUR ABILITY TO RAISE ADDITIONAL CAPITAL.

      Under the Laurus transaction, we are obligated to register within 
thirty (30) days common stock issuable upon conversion of any notes then 
outstanding. Depending upon the amount outstanding under the revolving 
facility and the current market price of the Company's shares, Laurus 
could, subject to certain restrictions,elect to convert its debt into 
additional common shares significantly in excess of the number of shares 
being registered under this Prospectus. The Company however does have the 
option to redeem the notes being converted for a cash premium. We have also 
registered a substantial number of shares of common stock that are issuable 
upon the exercise of options. If holders of options choose to exercise 
their purchase rights and sell shares of common stock in the public market, 
or if holders of currently restricted common stock or common stock issuable 
upon conversion of our convertible debt choose to sell such shares of 
common stock in the public market under Rule 144 or otherwise, or if the 
selling stockholders whose shares are being offered pursuant to this 
prospectus sell or attempt to publicly sell such shares all at once or in a 
short time period, the prevailing market price for our common stock may 
decline. Future public sales of shares of common stock may adversely affect 
the market price of our common stock or our future ability to raise capital 
by offering equity securities.

      WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

      We have never declared or paid a dividend on our common stock. We 
intend to retain earnings, if any, for use in the operation and expansion 
of our business and therefore do not anticipate declaring or paying any 
dividends in the foreseeable future.

      OUR DIRECTORS AND MANAGEMENT WILL EXERCISE SIGNIFICANT CONTROL OVER 
      OUR COMPANY.

      Our directors and executive officers and their affiliates 
collectively control or beneficially own approximately 45% of our 
outstanding common stock. As a result, these stockholders, if they act 
together, will be able to influence our management and affairs and all 
matters requiring stockholder approval, including the election of directors 
and approval of significant corporate transactions. The concentration of 
ownership may have the effect of delaying or preventing a change in control 
of our company and might affect the market price of our common stock.

                               USE OF PROCEEDS

      We will not receive any proceeds from the sale of shares of our 
common stock by the selling stockholders named in this prospectus. Any 
proceeds we receive from any exercise for cash by the selling stockholders 
of warrants held by them will be used for working capital.

      We have agreed to pay certain expenses in connection with the 
registration of the shares being offered by the selling stockholders.


  9


                            SELLING STOCKHOLDERS

Laurus Master Fund Ltd.

      On March 31, 2005, the Company entered into a financing transaction 
with Laurus Master Fund, Ltd, ("Laurus"), providing for a three-year, $3 
million ("Capital Availability Amount") revolving loan credit facility 
which includes a Secured Revolving Note (the "Revolving Note") and a Secured 
Convertible Minimum Borrowing Note (together with the Revolving Note, the 
"Laurus Notes"). The initial Secured Convertible Minimum Borrowing Note was 
set at $500,000, the proceeds of which were advanced to the Company on 
April 4, 2005.  Amounts outstanding under the Laurus Notes will either be 
paid in cash at their March 31, 2008 maturity date or, at Laurus' option, by 
converting such amounts into shares of the Company's common stock from time 
to time. The Company also issued Laurus a five-year warrant (the "Warrant") 
to purchase an aggregate of 500,000 shares of common stock of the Company at 
an exercise price of $1.82 per share. The warrant exercise price was set at 
130% of the average closing price of the Company's common stock over the ten 
trading days preceding the execution of the agreement, and is subject to 
anti-dilution protection adjustments. This transaction was completed in a 
private offering pursuant to an exemption from registration under Section 
4(2) of the Securities Act of 1933, as amended. This new credit facility 
replaced the $1.7 million revolving credit facility the Company had with 
Business Alliance Capital Corporation. 

      The following describes certain of the material terms of the 
financing transaction with Laurus. The description below is not a complete 
description of the material terms of the financing transaction and is 
qualified in its entirety by reference to the agreements entered into in 
connection with the financing which were included as exhibits to the 
Current Report on Form 8-K filed April 5, 2005: 

      Principal Borrowing Terms and Prepayment: Borrowings are advanced 
pursuant to a formula consisting of (i) 90% of eligible accounts 
receivable, as defined (primarily receivables that are less than 90 days 
old), and (ii) 30% of eligible inventory, as defined (primarily inventory 
classified as "finished goods"), up to a maximum inventory advance of 
$600,000, less any reserves required by Laurus. Interest on the outstanding 
borrowings is charged at the per annum rate of two percentage points (2%) 
above the prime rate, but not less than 6%. The interest rate charged, 
however, will be decreased by 2% (or 200 basis points) for every 25% 
increase in the market price of the Company's common stock above the fixed 
conversion price, down to a minimum interest charge of 0.0%. The Company 
will additionally be charged a fee equal to 0.25% of the unused portion of 
the facility. Should the Company terminate the financing agreement with 
Laurus prior to the maturity date, the Company will incur an early payment 
fee equal to 4%, 3% and 2% of the Capital Availability Amount if terminated 
in the first, second or third year, respectively, of the term.

      Security and Events of Default. The Laurus Notes are secured by a lien 
on substantially all of the Company's assets. The Security Agreement contains 
no specific financial covenants; however, it defines certain circumstances
under which the agreement can be declared in default and subject to 
termination, including among others if (i) there is a material adverse change 
in the Company's business or financial condition; (ii) an insolvency 
proceeding is commenced; (iii) the Company defaults on any of its material 
agreements with third parties or there are material liens or attachments 
levied against the Company's assets; (iv) the Company's common stock ceases 
to be publicly traded; and (v) the Company fails to comply with the terms, 
representations and conditions of the agreement. Upon the occurrence of an 
Event of Default, the interest rate charged will be increased by 1-1/2 % per 
month until the default is cured; should the default continue beyond any 
applicable grace period, then Laurus could require the Company to repay 120% 
of any principal and interest outstanding under the agreement.

      Conversion Rights. All or a portion of the outstanding principal and 
interest due 


  10


under the Laurus Notes may be converted, at the option of the Holder, into 
shares of the Company's common stock, subject to certain limitations as 
defined in the Laurus Notes, if the market price of the common stock is 15% 
above the Fixed Conversion Price of $1.54 per share for five consecutive 
trading days in any month. The fixed conversion price was originally set at 
110% of the average closing price of the Company's common stock over the ten 
trading days preceding the execution of the agreement, and is subject to 
anti-dilution protection adjustments. The fixed conversion price will be 
reset once $1.5 million of debt has been converted. Upon receipt of a 
conversion notice from the Holder, the Company can elect to pay cash to the 
Holder in lieu of issuing shares of common stock, at a price per share equal 
to the intraday high price of the stock.

      Registration Rights. Pursuant to the terms of a Registration Rights 
Agreement, the Company is obligated to file and obtain effectiveness for a 
registration statement registering the resale of shares of the Company's 
common stock issuable upon conversion of the Laurus Notes and the exercise 
of the Warrant. If the registration statement is not timely filed, or 
declared effective the Company will be subject to certain penalties.

Jean-Marc Stiegemeier

      On October 1, 2004, the Company entered into an employment agreement 
(the "Agreement") with Mr. Stiegemeier (the "Executive") through December 
31, 2009. 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 is exercisable 
immediately. The underlying common stock is unregistered as of the date of 
issuance of the warrant. The Warrant includes the obligation of the Company 
to register the underlying shares as soon as practical.

Alfred Stein

      On January 6, 2005, the Company and Mr. Stein have reached agreement 
on the principal terms of a two-year employment agreement. Concurrent with 
the effective date of the agreement, Mr. Stein received a warrant to 
purchase up to 250,000 shares of common stock at an exercise price equal to 
the fair market value of the common stock on the effective date of his 
employment. The Company has agreed to register a portion of the underlying 
shares for the Executive with this prospectus.

Nevelle Johnson

      On March 1, 2005, the Company and Mr. Johnson have entered into an 
employment agreement (the "Agreement") expiring December 31, 2008 which 
includes the following key provisions: (i) an initial annual base salary of 
$200,000; (ii) an annual bonus of up to 50% of base salary based upon 
attaining earnings targets approved by the Board of Directors; (iii) the 
grant of a warrant to purchase up to 250,000 shares of common stock at an 
exercise price equal to the fair market value of the common stock on the 
effective date of his employment. The Company has agreed to register a 
portion of the underlying shares for the Executive with this prospectus.

      Based on information provided by the selling stockholders, the 
following table sets forth certain information regarding the selling 
stockholders.

      The table below assumes for calculating each selling stockholder's 
beneficial and percentage ownership that options, warrants or convertible 
securities that are held by such stockholder (but not held by any other 
person) and are exercisable within 60 days from the date of this prospectus 
have been exercised and converted. The table also assumes the sale of all 
of the shares being offered.


  11





                                                                  Common Stock Beneficially
                                                                 Owned After the Offering (1)
                           Number of Shares of                  -----------------------------
                               Common Stock
                            Beneficially Owned       Shares       Number       Percent of
Selling Security Holder   Prior to the Offering  Being Offered  of Shares  Outstanding Shares
-----------------------   ---------------------  -------------  ---------  ------------------

                                                                      
Laurus Master Fund, Ltd. (1)     175,500 (2)        825,000        --

Jean-Marc Stiegemeier            400,000            400,000        --

Alfred Stein                     250,000            150,000      100,000          2.8%

Nevelle Johnson                  260,000            100,000      160,000          4.5%


--------------------
  We do not know when or in what amounts the selling stockholders may 
      offer for sale the shares of common stock pursuant to this offering. 
      The selling stockholders may choose not to sell any of the shares 
      offered by this prospectus. Because the selling stockholders may, 
      subject to certain restrictions, offer all or some of the shares of 
      common stock pursuant to this offering we cannot estimate the number 
      of shares of common stock that the selling stockholders will hold 
      after completion of the offering. For purposes of this table, we have 
      assumed that the selling stockholders will have sold all of the 
      shares covered by this prospectus upon the completion of the offering 
      and that the selling stockholders will not have entered into any 
      other transactions with respect to our securities.

  Laurus (i) has made an investment in the Note and, subject to certain 
      conditions noted below, may convert this investment into up to 
      325,000 shares of our common stock at the conversion price set forth 
      in the Note and (ii) holds warrants to purchase up to 500,000 shares 
      of common stock and, subject to certain conditions noted below, these 
      warrants are exercisable within 60 days at an exercise price of $1.82 
      per share. The Note and warrants are not exercisable to the extent 
      that the number of shares of our common stock beneficially held by 
      Laurus after giving effect to such conversion or exercise would 
      result in beneficial ownership by Laurus of more than 4.99% of our 
      outstanding shares of common stock. Laurus may only waive these 
      restrictions (x) upon 90 days' prior notice to us, or (y) upon the 
      occurrence of an event of default under the Notes. Laurus 
      beneficially owns 175,500 shares of our common stock underlying 
      warrants and the Notes that are exercisable or convertible, as the 
      case may be, within 60 days. Laurus' address is 825 Third Avenue, New 
      York, NY 10022.



                            PLAN OF DISTRIBUTION

      All costs, expenses and fees in connection with the registration of 
the shares offered by this prospectus shall be borne by us. Brokerage 
costs, if any, attributable to the sale of shares will be borne by the 
selling stockholder.

      Subject to certain contractual restrictions noted above, the shares 
may be sold by the selling stockholder by one or more of the following 
methods:

      *     under a 10b5-1 trading plan;

      *     block trades in which the broker or dealer so engaged will 
            attempt to sell the shares as agent but may position and resell 
            a portion of the shares as principal to facilitate the 
            transaction;


  12


      *     purchases by a broker or dealer as principal and resale by such 
            broker dealer for its account pursuant to this prospectus;

      *     an exchange distribution in accordance with the rules of the 
            applicable exchange;

      *     ordinary brokerage transactions and transactions in which the 
            broker solicits purchasers;

      *     through put and call options relating to the shares;

      *     negotiated transactions;

      *     a combination of any such methods of sale at market prices 
            prevailing at the time of the sale or at negotiated prices; and

      *     any other method permitted pursuant to applicable law.

      The transactions described above may or may not involve brokers or 
dealers.

      The selling stockholders will not be restricted as to the price or 
prices at which the selling stockholders may sell their shares. Sales of 
shares by the selling stockholders may depress the market price of our 
common stock since the number of shares which may be sold by the selling 
stockholders is relatively large compared to the historical average weekly 
trading of our common stock. Accordingly, if the selling stockholders were 
to sell, or attempt to sell, all of such shares at once or during a short 
time period, we believe such a transaction could adversely affect the 
market price of our common stock.

      From time to time a selling stockholder may pledge its shares under 
margin provisions of customer agreements with its brokers or under loans 
with third parties. Upon a default by the selling stockholder, the broker 
or such third party may offer and sell any pledged shares from time to 
time.

      In effecting sales, brokers and dealers engaged by a selling 
stockholder may arrange for other brokers or dealers to participate in the 
sales as agents or principals. Brokers or dealers may receive commissions 
or discounts from the selling stockholder or, if the broker-dealer acts as 
agent for the purchaser of such shares, from the purchaser in amounts to be 
negotiated, which compensation as to a particular broker dealer might be in 
excess of customary commissions which are not expected to exceed those 
customary in the types of transactions involved. Broker-dealers may agree 
with the selling stockholder to sell a specified number of such shares at a 
stipulated price per share, and to the extent the broker-dealer is unable 
to do so acting as agent for a selling stockholder, to purchase as 
principal any unsold shares at the price required to fulfill the broker-
dealer commitment to the selling stockholder. Broker-dealers who acquire 
shares as principal may then resell those shares from time to time in 
transactions 

      *     in the over-the counter market or otherwise;

      *     at prices and on terms prevailing at the time of sale;

      *     at prices related to the then-current market price; or

      *     in negotiated transactions.

      These resales may involve block transactions or sales to and through 
other broker-dealers, including any of the transactions described above. In 
connection with these sales, these broker-dealers may pay to or receive 
from the purchasers of those shares commissions as described above. The 
selling stockholders may also sell the shares in open market transactions 
under Rule 144 under the Securities Act, rather than under this 


  13


prospectus.

      The selling stockholders and any broker-dealers or agents that 
participate with the selling stockholders in sales of the shares may be 
deemed to be "underwriters" within the meaning of the Securities Act in 
connection with these sales. In this event, any commissions received by 
these broker-dealers or agents and any profit on the resale of the shares 
purchased by them may be deemed to be underwriting commissions or discounts 
under the Securities Act. 

      The selling stockholders may agree to indemnify any agent, dealer or 
broker-dealer that participates in transactions involving sales of the 
shares against certain liabilities, including liabilities arising under the 
Securities Act.

      The selling stockholders are subject to applicable provisions of the 
Securities Exchange Act of 1934 and the SEC's rules and regulations, 
including Regulation M, which provisions may limit the timing of purchases 
and sales of the shares by the selling stockholders.

      In order to comply with certain states' securities laws, if 
applicable, the shares may be sold in those jurisdictions only through 
registered or licensed brokers or dealers. In certain states the shares may 
not be sold unless the shares have been registered or qualified for sale in 
such state, or unless an exemption from registration or qualification is 
available and is obtained.

                                LEGAL MATTERS

      Pepe & Hazard LLP of Boston, Massachusetts will pass upon the 
validity of the shares of common stock being offered by this prospectus.

                                   EXPERTS

      The financial statements and the related financial statement schedule 
incorporated in this prospectus by reference from Farmstead Telephone 
Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 
2004 have been audited by Carlin, Charron & Rosen, LLP, independent 
registered public accounting firm, as stated in their report, which is 
incorporated herein by reference, and has been so incorporated in reliance 
upon the report of such firm given upon their authority as experts in 
accounting and auditing.

                     WHERE YOU CAN FIND MORE INFORMATION

      We are subject to the informational requirements of the Securities 
Exchange Act of 1934 and we file reports and other information with the 
SEC.

      You may read and copy any of the reports, statements, or other 
information we file with the SEC at the SEC's Public Reference Section at 
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. 
Information on the operation of the Public Reference Room may be obtained 
by calling the SEC at 1-800-SEC-0330. The SEC maintains a Web site at 
http://www.sec.gov that contains reports, proxy statements and other 
information regarding issuers that file electronically with the SEC. The 
American Stock Exchange maintains a Web site at http://www.amex.com that 
contains reports, proxy statements and other information filed by us.

      You may also obtain information about us, including copies of our SEC 
reports, through our website at http://www.farmstead.com. This website 
address is not an active link to the registration statement of which this 
prospectus is a part, and any documents, references, links or other 
materials of any kind contained or referred to on such website are not part 
of the registration statement of which this prospectus is a part.


  14


               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      We have filed with the SEC, Washington, D.C., a registration 
statement on Form S-3 under the Securities Act of 1933, covering the 
securities offered by this prospectus. This prospectus does not contain all 
of the information that you can find in our registration statement and the 
exhibits to the registration statement. Statements contained in this 
prospectus as to the contents of any contract or other document referred to 
are not necessarily complete and in each instance such statement is 
qualified by reference to each such contract or document filed or 
incorporated by reference as an exhibit to the registration statement.

      The SEC allows us to "incorporate by reference" the information we 
file with them. This means that we can disclose important information to 
you by referring you to other documents that are legally considered to be 
part of this prospectus, and later information that we file with the SEC 
will automatically update and supersede the information in this prospectus 
and the documents listed below. We incorporate by reference the documents 
listed below, and any future filings made with the SEC under Section 13(a), 
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the selling 
stockholders sell all the shares.

1.    Our Annual Report on Form 10-K for the fiscal year ended December 31, 
      2004;

2.    Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005;

3.    Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004;

4.    Our Quarterly Report on Form 10-Q for the quarter ended September 30, 
      2004;

5.    The description of the Registrant's common stock, contained in the 
      Registrant's Registration Statement on Form SB-2 (Registration No. 
      333-5103) dated June 3, 1996 (as amended by Forms SB-2/A dated July 
      22, 1996, and August 12, 1996), and Form 8-A dated September 10, 
      1996, including any amendments or reports filed for the purpose of 
      updating that description.

6.    All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 
      15(d) of the Securities Exchange Act of 1934 subsequent to the date 
      of this prospectus and prior to the termination of this offering, 
      except the Compensation Committee Report on Executive Compensation 
      and the performance graph included in any Proxy Statement filed by us 
      pursuant to Section 14 of the Exchange Act; and

7.    All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 
      15(d) of the Securities Exchange Act of 1934 subsequent to the date 
      of the initial filing of this registration statement and prior to the 
      effectiveness of this registration statement, except the Compensation 
      Committee Report on Executive Compensation and the performance graph 
      included in any Proxy Statement filed by us pursuant to Section 14 of 
      the Exchange Act.

The SEC file number for all of these filings is 000-15938.

      You may request and we will provide a copy of these filings to you at 
no cost, other than the exhibits, by writing or telephoning us at Farmstead 
Telephone Group, Inc., 22 Prestige Park Circle, East Hartford, Connecticut 
06108, telephone number (860)610-6000.

      We have not authorized anyone else to provide you with information 
different from that contained or incorporated by reference in this 
prospectus. This prospectus is not an offer to sell nor is it a 
solicitation of an offer to buy any security in any jurisdiction where the 
offer or sale is not permitted. Neither the delivery of this prospectus nor 
any sale made under this prospectus shall, under any circumstances, imply 
that there has been no change in our affairs since the date of this 
prospectus or that 


  15


the information contained in this prospectus or incorporated by reference 
herein is correct as of any time subsequent to its date.

                                   PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

      The expenses payable by the Registrant in connection with the 
issuance and distribution of the securities being registered (estimated 
except for the SEC Registration fee) are as follows:

SEC Registration Fee                            $   230.90

American Stock Exchange Listing Fee             $29,500.00*

Accounting Fees and Expenses                    $ 2,500.00*

Printing Expenses                               $ 5,000.00*

Legal Fees and Expenses                         $15,000.00*

Miscellaneous Expenses                          $ 2,769.10*

Total                                           $55,000.00*


* Estimated pursuant to Item 511 of Regulation S-K


ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the General Corporation Law of the State of Delaware 
("GCL") provides for the indemnification of officers and directors under 
certain circumstances against expenses incurred in successfully defending 
against a claim and authorizes Delaware corporations to indemnify their 
officers and directors under certain circumstances against expenses and 
liabilities incurred in legal proceedings involving such persons because of 
their being or having been an officer or director.

      Section 102(b) of the GCL permits a corporation, by so providing in 
its certificate of incorporation, to eliminate or limit director's 
liability to the corporation and its shareholders for monetary damages 
arising out of certain alleged breaches of their fiduciary duty. Section 
102(b)(7) of the GCL provides that no such limitation of liability may 
affect a director's liability with respect to any of the following: (i) 
breaches of the director's duty of loyalty to the corporation or its 
shareholders; (ii) acts or omissions not made in good faith or which 
involve intentional misconduct of knowing violations of law; (iii) 
liability for dividends paid or stock repurchased or redeemed in violation 
of the GCL; or (iv) any transaction from which the director derived an 
improper personal benefit. Section 102(b)(7) does not authorize any 
limitation on the ability of the corporation or its shareholders to obtain 
injunctive relief, specific performance or other equitable relief against 
directors.

      The registrant's Certificate of Incorporation and the registrant's 
By-laws provide for indemnification to the fullest extent permitted or 
authorized by the GCL or judicial or administrative decisions of each 
person who was or is a party or threatened to be made a party, or was, or 
is a witness, to any threatened pending or completed action, suit, or 
proceeding against any liability or cost or expense asserted against him or 
incurred by him by reason of the fact that he is or was a director, officer 
or employee of the registrant or is or was an agent of the registrant to 
whom the registrant has agreed to grant such indemnity or is serving or was 
serving, at the registrant's request, as an 


  16


officer , director or employee of another entity or is serving as an agent 
of another entity to whom the Corporation has agreed to grant indemnity. The 
foregoing right of indemnification shall not be deemed to be exclusive of 
any other rights to which those seeking indemnification may be entitled under 
any by-law, agreement, vote of shareholders or disinterested directors, or 
otherwise.

      The registrant's Certificate of Incorporation provides that no 
director of the registrant shall be personally liable to the registrant or 
its stockholders for any monetary damages for breaches of fiduciary duty as 
a director, except for liability (i) for any breach of the director's duty 
of loyalty to the registrant or its stockholders; (ii) for acts or 
omissions not in good faith or which involve intentional misconduct or a 
knowing violation of law; (iii) under Section 174 of the GCL; or (iv) for 
any transaction from which the director derived an improper personal 
benefit.

      Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions 
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 16. EXHIBITS.

      5     Opinion of Pepe & Hazard LLP

      23.1  Consent of Carlin, Charron & Rosen, LLP

      23.4  Consent of Pepe & Hazard LLP (included in Exhibit 5)

      24    Power of Attorney (included on the signature page of the 
            Registration Statement)

ITEM 17. UNDERTAKINGS

Undertaking Required by Regulation S-K, Item 512(a).

The undersigned registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

            i.    To include any prospectus required by Section 10(a)(3) of 
                  the Securities Act of 1933, as amended (the "Securities 
                  Act");

            ii.   To reflect in the prospectus any facts or events arising 
                  after the effective date of the Registration Statement 
                  (or the most recent post-effective amendment 
                  thereof)which, individually or in the aggregate, 
                  represent a fundamental change in the information set 
                  forth in the Registration Statement;

            iii.  To include any material information with respect to the 
                  plan of distribution not previously disclosed in the 
                  Registration Statement or any material change to such 
                  information in the Registration Statement;

provided, however, that clauses (i) and (ii) do not apply if the 
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the 
information required to be included in a post-effective amendment by such 
clauses is contained in periodic reports filed with or furnished to the 
Commission by the Registrant pursuant to Section 13 or 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference in the 
Registration Statement;


  17


      (2)   That, for the purpose of determining any liability under the 
Securities Act, each such post-effective amendment shall be deemed to be a 
new registration statement relating to the securities offered therein, and 
the offering therein, and the offering of such securities at that time 
shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

Undertaking Required by Regulation S-K, Item 512(b).

      The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
registrant's annual report pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be initial bona fide offering 
thereof.

Undertaking required by Regulation S-K, Item 512(h).

      Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers or controlling 
persons pursuant to the foregoing provisions, or otherwise, the registrant 
has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in 
the Securities Act and is, therefore, unenforceable. In the event that a 
claim for indemnification against such liabilities (other than the payment 
by the registrant of expenses incurred or paid by a director, officer or 
controlling person of the registrant in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Securities Act and will be governed by 
the final adjudication of such issue.


                                 SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-3 and has duly caused 
this and authorized this Amendment No. 1 to this registration statement to 
be signed on its behalf by the undersigned, thereunto duly authorized, in 
the City of East Hartford, State of Connecticut on the 27th day of May, 
2005.

                                  Farmstead Telephone Group, Inc.


                                  By: /s/ Jean-Marc Stiegemeier
                                      -------------------------------------
                                      Jean-Marc Stiegemeier
                                      Chief Executive Officer and President


      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints each of Jean-Marc Stiegemeier and 
Robert G. LaVigne, or any of them, each acting alone, his true and lawful 
attorney-in-fact and agent, with full power of substitution and re-
substitution, for such person and in his name, place and stead, in 
any and all capacities, in connection with the Registrant's Registration 
Statement on Form S-3 under the Securities Act of 1933, including to sign 
the Registration Statement in the name and on behalf of the undersigned as 
a director or officer of the Registrant and any and all amendments or 
supplements thereto, including any and all stickers and post-effective 
amendments thereto, and any and all additional registration statements 
relating to the same offering of securities as those that are covered by 


  18


the Registration Statement that are filed pursuant to Rule 462(b) under the 
Securities Act of 1933, and to file the same, with all exhibits thereto, 
and all other documents in connection therewith, with the Securities and 
Exchange Commission and any applicable securities exchange or securities 
self-regulatory body, granting unto said attorneys-in-fact and agents, each 
acting alone, full power and authority to do and perform each and every act 
and thing requisite and necessary to be done in and about the premises, as 
fully to all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, or his 
or their substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities and on the dates indicated.


Signature                       Title(s)
---------                       --------

/s/ Jean-Marc Stiegemeier       Chairman of the Board, President, Chief
----------------------------    Executive Officer and Director
Jean-Marc Stiegemeier           (Principal Executive Officer)

Dated: May 27, 2005

/s/ Robert G. LaVigne           Executive Vice President, Chief Financial 
----------------------------    Officer, Secretary and Treasurer
Robert G. LaVigne               (Principal Financial and Accounting Officer)

Dated: May 27, 2005

/s/ George J. Taylor, Jr.       Director
----------------------------
George J. Taylor, Jr.

Dated: May 27, 2005

/s/ Harold L. Hansen            Director
----------------------------
Harold L. Hansen

Dated: May 27, 2005

/s/ Joseph J. Kelley            Director
----------------------------
Joseph J. Kelley

Dated: May 27, 2005

/s/ Ronald P. Pettirossi        Director
----------------------------
Ronald P. Pettirossi

Dated: May 27, 2005

/s/ Hugh M. Taylor              Director
----------------------------
Hugh M. Taylor

Dated: May 27, 2005


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