8-K

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

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported):  June 12, 2007

TOWERSTREAM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware	001-33449	20-8259086
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
55 Hammarlund Way Middletown, RI		02842
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (401) 848-5848
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]

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

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

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

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

Item 8.01.

Other Events.

On June 12, 2007, Towerstream Corporation (the “Company”) issued a press release announcing the consummation of its previously announced “registered direct” offering that resulted in net proceeds of approximately $36 million, after deducting placement agent fees and estimated offering expenses.  In the offering, the Company issued 10 million shares of its common stock for a purchase price of $4.00 per share.  A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated June 12, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  June 12, 2007	TOWERSTREAM CORPORATION
	By:	/s/ George E. Kilguss, III
		George E. Kilguss, III
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release, dated June 12, 2007

EX-99.1

Exhibit 99.1

Towerstream Corporation Closes $40 Million Common Stock Offering

Tuesday June 12, 8:01 am ET

MIDDLETOWN, R.I. -- Towerstream Corporation (Nasdaq: TWER), a leading fixed wireless service provider, announced today that it has closed on the sale of 10 million shares of its common stock for an aggregate purchase price of $40 million in a registered direct public offering.

Lazard Capital Markets LLC served as the lead placement agent and Canaccord Adams Inc. and Morgan Joseph & Co. Inc. served as co-placement agents for this offering.

About Towerstream

Towerstream is a leading fixed wireless service provider in the U.S., delivering high-speed Internet access to businesses. Founded in 2000, the company has established pre-WiMAX networks in markets such as New York City, Los Angeles, Chicago, San Francisco, Seattle, Miami, the greater Boston area, and Providence and Newport, RI, and continues to expand coverage throughout the United States. The company was the first carrier selected to join the WiMAX Forum to assist leading vendors in establishing industry compliance with international broadband wireless access standards and cross-vendor interoperability. For more information, please visit www.towerstream.com.

Safe Harbor

Certain statements contained in this press release are "forward-looking statements" within the meaning of applicable federal securities laws, including, without limitation, anything relating or referring to future financial results and plans for future business development activities, and are thus prospective. Forward-looking statements are inherently subject to risks and uncertainties some of which cannot be predicted or quantified based on current expectations. Such risks and uncertainties include, without limitation, the risks and uncertainties set forth from time to time in reports filed by the company with the Securities and Exchange Commission. Although the company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Consequently, future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward the forward-looking statements contained herein. The company undertakes no obligation to publicly release statements made to reflect events or circumstances after the date hereof.