<PAGE>   1

     As filed with the Securities and Exchange Commission on August 14, 1998

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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                             -----------------------

                            OPENROUTE NETWORKS, INC.
                            (FORMERLY, PROTEON, INC.)
             (Exact name of Registrant as specified in its charter)


                 MASSACHUSETTS                          04-2531856
         (State or other jurisdiction                (I.R.S. Employer
       of incorporation or organization)            Identification No.)


                              NINE TECHNOLOGY DRIVE
                        WESTBOROUGH, MASSACHUSETTS 01581
                                 (508) 898-2800
                    (Address of Principal Executive Offices)


            OPENROUTE NETWORKS, INC. 1991 RESTATED STOCK OPTION PLAN
                            (Full title of the plan)

                           BRYAN R. HOLLEY, PRESIDENT
                            OPENROUTE NETWORKS, INC.
                              NINE TECHNOLOGY DRIVE
                        WESTBOROUGH, MASSACHUSETTS 01581
                                 (508) 898-2800
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

                             -----------------------

<TABLE>
<CAPTION>

                                           CALCULATION OF REGISTRATION FEE

======================================================================================================================
                                                           Proposed               Proposed
                                                           maximum                maximum
           Title of                   Amount to be      offering price           aggregate               Amount of
 securities to be registered         registered(1)       per share(2)        offering price(2)       registration fee
----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>                    <C>                   <C>       
 Common Stock, $.01 par value            500,000           $1.20                  $600,000              $177.00
======================================================================================================================
</TABLE>

(1)  The number of shares of common stock, par value $.01 per share ("Common
     Stock"), stated above consists of the aggregate number of additional shares
     not previously registered which may be sold upon the exercise of options
     which may hereafter be granted under the OpenROUTE Networks, Inc. 1991
     Restated Stock Option Plan (the "Plan"). The maximum number of shares which
     may be sold under the Plan is subject to adjustment in accordance with
     certain anti-dilution and other provisions of the Plan. Accordingly,
     pursuant to Rule 416 under the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement covers, in addition to the
     number of shares stated above, an indeterminate number of shares which may
     be subject to grant or otherwise issuable after the operation of any such
     anti-dilution and other provisions.

(2)  This calculation is made solely for the purpose of determining the
     registration fee pursuant to the provisions of Rule 457(h) under the
     Securities Act as follows: Since no additional options have been granted
     under the Plan, the fee is calculated on the basis of the average of the
     high and low sale prices per share of the Common Stock on The Nasdaq Stock
     Market ("Nasdaq") as of a date (August 13, 1998) within 5 business days
     prior to filing this Registration Statement.

================================================================================


<PAGE>   2


                                EXPLANATORY NOTE


     This Registration Statement relates to the registration of 500,000
additional shares of Common Stock authorized for issuance under the Plan. In
accordance with the instructional Note to Part I of Form S-8 as promulgated by
the Securities and Exchange Commission, the information specified by Part I of
Form S-8 has been omitted from this Registration Statement on Form S-8 for
offers of Common Stock pursuant to the Plan.




<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.

     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998.

     (c) The Company's Current Reports on Form 8-K filed with the Commission on
June 16, 1998 and July 10, 1998.

     (d) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A (File No. 0-19175), filed under the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.

     All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Incorporated herein by reference from Registration Statement on Form S-1,
No. 33-40073.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.



                                      II-1

<PAGE>   4

ITEM 8.  EXHIBITS.

         (4.1)    Article 4 of Restated Articles of Organization, as Amended
                  (Filed as Exhibit 3.1 to the Registrant's Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1991, and
                  incorporated herein by reference).

         (4.2)    By-Laws, as amended and restated (Filed as Exhibit 3.3 to the
                  Registrant's Registration Statement on Form S-1, Registration
                  No, 33-40073, and incorporated herein by reference).

         (4.3)    Form of Common Stock Certificate (Filed as Exhibit 4.2 to the
                  Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 29, 1996, and incorporated herein by
                  reference).

         (5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,  
                  P.C. as to the legality of shares being registered.

         (23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, 
                  P.C. (included in opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of PricewaterhouseCoopers LLP.

         (24)     Power of Attorney to file future amendments (set forth on the
                  signature page of this Registration Statement).

         (99.1)   OpenROUTE Networks, Inc. 1991 Restated Stock Option Plan
                  (filed as Exhibit 19.1 to the Registrant's Quarterly Report on
                  Form 10-Q for the fiscal quarter ended June 27, 1992, and
                  incorporated herein by reference).



ITEM 9.  UNDERTAKINGS.

(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;

         (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, represents a fundamental change in the information set


                                      II-2

<PAGE>   5

          forth in the Registration Statement. Notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) (Section
          230.424(b) of this chapter) if, in the aggregate, the changes in
          volume and price represent no more than a 20% change in the maximum
          aggregate offering price set forth in the "Calculation of Registration
          Fee" table in the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do
          not apply if the Registration Statement is on Form S-3 or Form S-8,
          and the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the Registrant pursuant to Section 13 or Section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference in
          this Registration Statement.

          (2) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment 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 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.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 that is
          incorporated by reference in this 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 the initial bona fide offering thereof.

     (c)  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 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, 


                                      II-3

<PAGE>   6


          submit to a court of appropriate jurisdiction the question whether
          such indemnification by it is against public policy as expressed in
          the Act and will be governed by the final adjudication of such issue.






                                      II-4
<PAGE>   7


                                   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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Westborough, Massachusetts, on August 11, 1998.

                                      OPENROUTE NETWORKS, INC.



                                      By:  /s/ Steven T. Shedd
                                           -----------------------------------
                                               Steven T. Shedd, 
                                               Chief Financial Officer



     Each person whose signature appears below constitutes and appoints Steven
T. Shedd his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, and
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 of
OpenROUTE Networks, Inc. and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in or about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them or their or his substitute or
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.

<TABLE>
<CAPTION>

              Signature                                 Title                                    Date
              ---------                                 -----                                    ----
<S>                                         <C>                                              <C>
By: /s/ Bryan R. Holley                     Director, President,                             August 10, 1998
------------------------------------        Chief Executive Officer      
Bryan R. Holley                             (principal executive officer)
                                            

By: /s/ Steven T. Shedd                     Chief Financial Officer                          August 11, 1998
------------------------------------        (principal financial and accounting 
Steven T. Shedd                             officer)                            
                                            

</TABLE>



                                      II-5

<PAGE>   8


<TABLE>

<S>                                         <C>                                              <C>
By: /s/ Robert M. Glorioso                  Director                                         August 12, 1998
------------------------------------
Robert M. Glorioso


By:  /s/ Thomas R. Liebermann               Director                                         August 13, 1998
------------------------------------
Thomas R. Liebermann

</TABLE>




                                      II-6
<PAGE>   9


                            OPENROUTE NETWORKS, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT


Exhibit
Number             Description
------             -----------

4.1       Article 4 of Restated Articles of Organization, as Amended (Filed as
          Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1991, and incorporated herein by
          reference).

4.2       By-Laws, as amended and restated (Filed as Exhibit 3.3 to the
          Registrant's Registration Statement on Form S-1, Registration No,
          33-40073, and incorporated herein by reference).

4.3       Form of Common Stock Certificate (Filed as Exhibit 4.2 to the
          Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 29, 1996, and incorporated herein by reference).

5         Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to
          the legality of shares being registered.

23.1      Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
          P.C.(included in opinion of counsel filed as Exhibit 5).

23.2      Consent of PricewaterhouseCoopers LLP.

24        Power of Attorney to file future amendments (set forth on the
          signature page of this Registration Statement).

99.1      OpenROUTE Networks, Inc. 1991 Restated Stock Option Plan (filed as
          Exhibit 19.1 to the Registrant's Quarterly Report on Form 10-Q for the
          fiscal quarter ended June 27, 1992, and incorporated herein by
          reference).



                                      II-7
[{"type": "S-8", "sequence": "1", "description": "OPENROUTE NETWORKS, INC.", "secsgml_size_bytes": 18171}]
{"company-data": {"conformed-name": "OPENROUTE NETWORKS INC", "cik": "0000874316", "assigned-sic": "3576", "irs-number": "042531856", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61545", "film-number": "98691149"}, "business-address": {"street1": "NINE TECHNOLOGY DRIVE", "city": "WESTBOROUGH", "state": "MA", "zip": "01581", "phone": "5088982800"}, "mail-address": {"street1": "9 TECHNOLOGY DR", "city": "WESTBOROUGH", "state": "MA", "zip": "01581"}, "former-company": {"former-conformed-name": "PROTEON INC/MA", "date-changed": "19930328"}}
1

     As filed with the Securities and Exchange Commission on August 14, 1998

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                             -----------------------

                            OPENROUTE NETWORKS, INC.
                            (FORMERLY, PROTEON, INC.)
             (Exact name of Registrant as specified in its charter)

                 MASSACHUSETTS                          04-2531856
         (State or other jurisdiction                (I.R.S. Employer
       of incorporation or organization)            Identification No.)

                              NINE TECHNOLOGY DRIVE
                        WESTBOROUGH, MASSACHUSETTS 01581
                                 (508) 898-2800
                    (Address of Principal Executive Offices)

            OPENROUTE NETWORKS, INC. 1991 RESTATED STOCK OPTION PLAN
                            (Full title of the plan)

                           BRYAN R. HOLLEY, PRESIDENT
                            OPENROUTE NETWORKS, INC.
                              NINE TECHNOLOGY DRIVE
                        WESTBOROUGH, MASSACHUSETTS 01581
                                 (508) 898-2800
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

                             -----------------------
CALCULATION OF REGISTRATION FEE

======================================================================================================================
                                                           Proposed               Proposed
                                                           maximum                maximum
           Title of                   Amount to be      offering price           aggregate               Amount of
 securities to be registered         registered(1)       per share(2)        offering price(2)       registration fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value            500,000           $1.20                  $600,000              $177.00
======================================================================================================================
(1)  The number of shares of common stock, par value $.01 per share ("Common
     Stock"), stated above consists of the aggregate number of additional shares
     not previously registered which may be sold upon the exercise of options
     which may hereafter be granted under the OpenROUTE Networks, Inc. 1991
     Restated Stock Option Plan (the "Plan"). The maximum number of shares which
     may be sold under the Plan is subject to adjustment in accordance with
     certain anti-dilution and other provisions of the Plan. Accordingly,
     pursuant to Rule 416 under the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement covers, in addition to the
     number of shares stated above, an indeterminate number of shares which may
     be subject to grant or otherwise issuable after the operation of any such
     anti-dilution and other provisions.

(2)  This calculation is made solely for the purpose of determining the
     registration fee pursuant to the provisions of Rule 457(h) under the
     Securities Act as follows: Since no additional options have been granted
     under the Plan, the fee is calculated on the basis of the average of the
     high and low sale prices per share of the Common Stock on The Nasdaq Stock
     Market ("Nasdaq") as of a date (August 13, 1998) within 5 business days
     prior to filing this Registration Statement.

================================================================================
2

                                EXPLANATORY NOTE

     This Registration Statement relates to the registration of 500,000
additional shares of Common Stock authorized for issuance under the Plan. In
accordance with the instructional Note to Part I of Form S-8 as promulgated by
the Securities and Exchange Commission, the information specified by Part I of
Form S-8 has been omitted from this Registration Statement on Form S-8 for
offers of Common Stock pursuant to the Plan.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.

     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998.

     (c) The Company's Current Reports on Form 8-K filed with the Commission on
June 16, 1998 and July 10, 1998.

     (d) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A (File No. 0-19175), filed under the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.

     All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Incorporated herein by reference from Registration Statement on Form S-1,
No. 33-40073.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                      II-1
4

ITEM 8.  EXHIBITS.

         (4.1)    Article 4 of Restated Articles of Organization, as Amended
                  (Filed as Exhibit 3.1 to the Registrant's Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1991, and
                  incorporated herein by reference).

         (4.2)    By-Laws, as amended and restated (Filed as Exhibit 3.3 to the
                  Registrant's Registration Statement on Form S-1, Registration
                  No, 33-40073, and incorporated herein by reference).

         (4.3)    Form of Common Stock Certificate (Filed as Exhibit 4.2 to the
                  Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 29, 1996, and incorporated herein by
                  reference).

         (5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,  
                  P.C. as to the legality of shares being registered.

         (23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, 
                  P.C. (included in opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of PricewaterhouseCoopers LLP.

         (24)     Power of Attorney to file future amendments (set forth on the
                  signature page of this Registration Statement).

         (99.1)   OpenROUTE Networks, Inc. 1991 Restated Stock Option Plan
                  (filed as Exhibit 19.1 to the Registrant's Quarterly Report on
                  Form 10-Q for the fiscal quarter ended June 27, 1992, and
                  incorporated herein by reference).

ITEM 9.  UNDERTAKINGS.

(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;

         (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, represents a fundamental change in the information set

                                      II-2
5

          forth in the Registration Statement. Notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) (Section
          230.424(b) of this chapter) if, in the aggregate, the changes in
          volume and price represent no more than a 20% change in the maximum
          aggregate offering price set forth in the "Calculation of Registration
          Fee" table in the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do
          not apply if the Registration Statement is on Form S-3 or Form S-8,
          and the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the Registrant pursuant to Section 13 or Section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference in
          this Registration Statement.

          (2) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment 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 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.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 that is
          incorporated by reference in this 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 the initial bona fide offering thereof.

     (c)  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 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, 

                                      II-3
6

          submit to a court of appropriate jurisdiction the question whether
          such indemnification by it is against public policy as expressed in
          the Act and will be governed by the final adjudication of such issue.

                                      II-4
7

                                   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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Westborough, Massachusetts, on August 11, 1998.

                                      OPENROUTE NETWORKS, INC.

                                      By:  /s/ Steven T. Shedd
                                           -----------------------------------
                                               Steven T. Shedd, 
                                               Chief Financial Officer

     Each person whose signature appears below constitutes and appoints Steven
T. Shedd his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, and
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 of
OpenROUTE Networks, Inc. and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in or about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them or their or his substitute or
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                                    Date
              ---------                                 -----                                    ----
By: /s/ Bryan R. Holley                     Director, President,                             August 10, 1998
------------------------------------        Chief Executive Officer      
Bryan R. Holley                             (principal executive officer)
                                            

By: /s/ Steven T. Shedd                     Chief Financial Officer                          August 11, 1998
------------------------------------        (principal financial and accounting 
Steven T. Shedd                             officer)
II-5
8
By: /s/ Robert M. Glorioso                  Director                                         August 12, 1998
------------------------------------
Robert M. Glorioso

By:  /s/ Thomas R. Liebermann               Director                                         August 13, 1998
------------------------------------
Thomas R. Liebermann
II-6
9

                            OPENROUTE NETWORKS, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

Exhibit
Number             Description
------             -----------

4.1       Article 4 of Restated Articles of Organization, as Amended (Filed as
          Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1991, and incorporated herein by
          reference).

4.2       By-Laws, as amended and restated (Filed as Exhibit 3.3 to the
          Registrant's Registration Statement on Form S-1, Registration No,
          33-40073, and incorporated herein by reference).

4.3       Form of Common Stock Certificate (Filed as Exhibit 4.2 to the
          Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 29, 1996, and incorporated herein by reference).

5         Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to
          the legality of shares being registered.

23.1      Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
          P.C.(included in opinion of counsel filed as Exhibit 5).

23.2      Consent of PricewaterhouseCoopers LLP.

24        Power of Attorney to file future amendments (set forth on the
          signature page of this Registration Statement).

99.1      OpenROUTE Networks, Inc. 1991 Restated Stock Option Plan (filed as
          Exhibit 19.1 to the Registrant's Quarterly Report on Form 10-Q for the
          fiscal quarter ended June 27, 1992, and incorporated herein by
          reference).

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