<PAGE>   1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 1996.

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                               FORE SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                      25-1628117
 (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

               174 THORN HILL ROAD
             WARRENDALE, PENNSYLVANIA                          15086-7586
       (Address of principal executive offices)                (Zip Code)

                   FORE SYSTEMS, INC. 1996 STOCK OPTION PLAN
                            (Full title of the plan)

                                 ERIC C. COOPER
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                               FORE SYSTEMS, INC.
                              174 THORN HILL ROAD
                      WARRENDALE, PENNSYLVANIA 15086-7586
                    (Name and address of agent for service)

                                 (412) 772-6600
          (Telephone number, including area code, of agent for service)

                         COPY OF ALL COMMUNICATIONS TO:

                            CHRISTOPHER H. GEBHARDT
                               CORPORATE COUNSEL
                               FORE SYSTEMS, INC.
                              174 THORN HILL ROAD
                      WARRENDALE, PENNSYLVANIA 15086-7586
                                 (412) 933-8119

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================================
                                                AMOUNT           PROPOSED MAXIMUM         PROPOSED MAXIMUM
                                                 TO BE            OFFERING PRICE         AGGREGATE OFFERING          AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED        REGISTERED           PER SHARE (1)             PRICE (1)         REGISTRATION FEE (1)
===================================================================================================================================
<S>                                       <C>                       <C>                    <C>                       <C>
Common Stock, par value $.01 per share     5,500,000 shares          $39.3125               $216,218,750              $74,559
1996 Stock Option Plan
===================================================================================================================================
</TABLE>

(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h). The fee is calculated on the basis of the
      average of the high and low sale prices of the registrant's Common Stock
      reported on the Nasdaq National Market on November 21, 1996.


--------------------------------------------------------------------------------
<PAGE>   2


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by FORE Systems, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference into this Registration Statement on Form S-8 (the "Registration
Statement"):

         1. The Company's Annual Report on Form 10-K, filed with the
Commission for the fiscal year ended March 31, 1996 (No. 0-24156);

         2. The Company's Quarterly Report on Form 10-Q, filed with the
Commission for the quarterly period ended June 30, 1996 (No. 0-24156);

         3. The Company's Quarterly Report on Form 10-Q, filed with the
Commission for the quarterly period ended September 30, 1996 (No. 0-24156); and

         4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including all
amendments and reports updating such description.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to
be a part of this Registration Statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement or by any document which
constitutes part of the prospectus relating to the FORE Systems, Inc. 1996
Stock Option Plan meeting the requirements of Section 10(a) of the Securities
Act of 1933, as amended (the "Securities Act").

ITEM 4.   DESCRIPTION OF SECURITIES.

         The class of securities to be offered under this Registration
Statement is registered under Section 12(g) of the Exchange Act.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         As of November 27, 1996, Marlee S. Myers, a partner of Morgan, Lewis &
Bockius LLP, Pittsburgh, Pennsylvania, beneficially owned 4,000 shares of the
Company's Common Stock and held options to acquire up to 40,000 shares of the
Company's Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit
or eliminate, subject to certain statutory limitations, the liability of a
director to the corporation or its stockholders for monetary damages for
breaches of fiduciary duty,


<PAGE>   3

except for liability (i) for any breach of the director's duty of loyalty to the
corporation 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 DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. Article Eighth of the Company's Amended
and Restated Certificate of Incorporation, as amended provides that the personal
liability of directors of the Company is eliminated to the fullest extent
permitted by Section 102(b)(7) of the DGCL.

         Under Section 145 of the DGCL, a corporation has the power to
indemnify directors and officers under certain prescribed circumstances and,
subject to certain limitations, against certain costs and expenses, including
attorneys' fees, actually and reasonably incurred in connection with any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
director or officer of the corporation if it is determined that he acted in
accordance with the applicable standard of conduct set forth in such statutory
provision. Article V of the Company's Amended and Restated By-laws provides
that the Company will indemnify any person who was or is a party or a witness
or is threatened to be made a party or a witness to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he is or was a
director, officer or employee of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
entity, against all expenses (including attorneys' fees and disbursements),
judgments, fines (including excise taxes and penalties), and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding. Article V further permits the Company to
maintain insurance on behalf of any such person against any liability asserted
against such person and incurred by such person in any such capacity or arising
out of his status as such, whether or not the Company would have the power to
indemnify such person against such liability under the DGCL. The Company
maintains directors' and officers' liability insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Inapplicable.

ITEM 8.   EXHIBITS.

         The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:

<TABLE>
<CAPTION>
  EXHIBIT NO.                                                DESCRIPTION
----------------    ----------------------------------------------------------------------------------------------
     <S>            <C>
      4.1           Amended and Restated Certificate of Incorporation of FORE Systems, Inc. (incorporated by
                    reference to Exhibit 3.1 to the Annual Report on Form 10-K of FORE Systems, Inc. for the
                    fiscal year ended March 31, 1996 (No. 0-24156)).

      4.2           Amended and Restated By-Laws of FORE Systems, Inc. (incorporated by reference to Exhibit 4.1
                    to the Registration Statement on Form S-8 of FORE Systems, Inc. (File No. 333-1728)).

      4.3           FORE Systems, Inc. 1996 Stock Option Plan.

      5.1           Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being registered.

     23.1           Consent of Price Waterhouse LLP, independent accountants.

     23.2           Consent of Morgan, Lewis & Bockius LLP (included in opinion filed as Exhibit 5.1).

     24.1           Power of Attorney (set forth on the signature page of this Registration Statement).
</TABLE>

                                      II-2

<PAGE>   4



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;

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

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

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if 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 Exchange Act that are
incorporated by reference in this Registration Statement.

         (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 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.

                                     * * *

         (h) Insofar as indemnification for liabilities arising under the
Securities Act 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 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.

                                      II-3
<PAGE>   5



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 the Borough of Warrendale, Commonwealth of Pennsylvania, on
November 27, 1996.

                                       FORE Systems, Inc.


                                       By: /s/ ERIC C. COOPER
                                          --------------------------
                                           Eric C. Cooper
                                           Chairman and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of FORE Systems, Inc. hereby constitutes and appoints Eric C.
Cooper and Thomas J. Gill, and each of them, his true and lawful
attorneys-in-fact and agents, for him and in his name, place and stead, in any
and all capacities, to sign one or more amendments to this Registration
Statement on Form S-8 under the Securities Act, including post-effective
amendments and other related documents, and to file the same with the
Securities and Exchange Commission under said Act, hereby granting power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully as 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 may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:

<TABLE>
<CAPTION>
       SIGNATURE                                      CAPACITY                                     DATE
       ---------                                      --------                                     ----
<S>                                       <C>                                               <C>
/s/ ERIC C. COOPER                        Chairman and Chief Executive Officer              November 27, 1996
--------------------------------          (Principal Executive Officer) and a Director
Eric C. Cooper

                                          President and a Director                          
--------------------------------
Onat Menzilcioglu

/s/ THOMAS J. GILL                        Vice President, Finance, Chief Financial          November 27, 1996
--------------------------------          Officer and Treasurer (Principal Financial
Thomas J. Gill                            and Accounting Officer)

/s/ FRANCOIS J. BITZ                      Vice President, Engineering and a Director        November 27, 1996
--------------------------------
Francois J. Bitz

/s/ ROBERT D. SANSOM                      Vice President, Engineering, Secretary and a      November 27, 1996
--------------------------------          Director
Robert D. Sansom

/s/ JOHN C. BAKER                         Director                                          November 27, 1996
--------------------------------
John C. Baker

/s/ THOMAS J. CROTTY                      Director                                          November 27, 1996
--------------------------------
Thomas J. Crotty
</TABLE>


<PAGE>   6


                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
  EXHIBIT NO.                                                DESCRIPTION
----------------    ----------------------------------------------------------------------------------------------
     <S>            <C>
      4.1           Amended and Restated Certificate of Incorporation of FORE Systems, Inc. (incorporated by
                    reference to Exhibit 3.1 to the Annual Report on Form 10-K of FORE Systems, Inc. for the
                    fiscal year ended March 31, 1996 (No. 0-24156)).

      4.2           Amended and Restated By-Laws of FORE Systems, Inc. (incorporated by reference to Exhibit 4.1
                    to the Registration Statement on Form S-8 of FORE Systems, Inc. (File No. 333-1728)).

      4.3           FORE Systems, Inc. 1996 Stock Option Plan.

      5.1           Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being registered.

     23.1           Consent of Price Waterhouse LLP, independent accountants.

     23.2           Consent of Morgan, Lewis & Bockius LLP (included in opinion filed as Exhibit 5.1).

     24.1           Power of Attorney (set forth on the signature page of this Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORE SYSTEMS, INC.  S-8", "secsgml_size_bytes": 18962}]
{"company-data": {"conformed-name": "FORE SYSTEMS INC /DE/", "cik": "0000920000", "assigned-sic": "3576", "irs-number": "251628117", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17017", "film-number": "96673918"}, "business-address": {"street1": "174 THORN HILL RD", "city": "WARRENDALE", "state": "PA", "zip": "15086-7535", "phone": "4127726600"}}
1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 1996.

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                               FORE SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                      25-1628117
 (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

               174 THORN HILL ROAD
             WARRENDALE, PENNSYLVANIA                          15086-7586
       (Address of principal executive offices)                (Zip Code)

                   FORE SYSTEMS, INC. 1996 STOCK OPTION PLAN
                            (Full title of the plan)

                                 ERIC C. COOPER
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                               FORE SYSTEMS, INC.
                              174 THORN HILL ROAD
                      WARRENDALE, PENNSYLVANIA 15086-7586
                    (Name and address of agent for service)

                                 (412) 772-6600
          (Telephone number, including area code, of agent for service)

                         COPY OF ALL COMMUNICATIONS TO:

                            CHRISTOPHER H. GEBHARDT
                               CORPORATE COUNSEL
                               FORE SYSTEMS, INC.
                              174 THORN HILL ROAD
                      WARRENDALE, PENNSYLVANIA 15086-7586
                                 (412) 933-8119

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

                        CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                AMOUNT           PROPOSED MAXIMUM         PROPOSED MAXIMUM
                                                 TO BE            OFFERING PRICE         AGGREGATE OFFERING          AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED        REGISTERED           PER SHARE (1)             PRICE (1)         REGISTRATION FEE (1)
===================================================================================================================================
Common Stock, par value $.01 per share     5,500,000 shares          $39.3125               $216,218,750              $74,559
1996 Stock Option Plan
===================================================================================================================================
(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h). The fee is calculated on the basis of the
      average of the high and low sale prices of the registrant's Common Stock
      reported on the Nasdaq National Market on November 21, 1996.

--------------------------------------------------------------------------------
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by FORE Systems, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference into this Registration Statement on Form S-8 (the "Registration
Statement"):

         1. The Company's Annual Report on Form 10-K, filed with the
Commission for the fiscal year ended March 31, 1996 (No. 0-24156);

         2. The Company's Quarterly Report on Form 10-Q, filed with the
Commission for the quarterly period ended June 30, 1996 (No. 0-24156);

         3. The Company's Quarterly Report on Form 10-Q, filed with the
Commission for the quarterly period ended September 30, 1996 (No. 0-24156); and

         4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including all
amendments and reports updating such description.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to
be a part of this Registration Statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement or by any document which
constitutes part of the prospectus relating to the FORE Systems, Inc. 1996
Stock Option Plan meeting the requirements of Section 10(a) of the Securities
Act of 1933, as amended (the "Securities Act").

ITEM 4.   DESCRIPTION OF SECURITIES.

         The class of securities to be offered under this Registration
Statement is registered under Section 12(g) of the Exchange Act.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         As of November 27, 1996, Marlee S. Myers, a partner of Morgan, Lewis &
Bockius LLP, Pittsburgh, Pennsylvania, beneficially owned 4,000 shares of the
Company's Common Stock and held options to acquire up to 40,000 shares of the
Company's Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit
or eliminate, subject to certain statutory limitations, the liability of a
director to the corporation or its stockholders for monetary damages for
breaches of fiduciary duty,
3

except for liability (i) for any breach of the director's duty of loyalty to the
corporation 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 DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. Article Eighth of the Company's Amended
and Restated Certificate of Incorporation, as amended provides that the personal
liability of directors of the Company is eliminated to the fullest extent
permitted by Section 102(b)(7) of the DGCL.

         Under Section 145 of the DGCL, a corporation has the power to
indemnify directors and officers under certain prescribed circumstances and,
subject to certain limitations, against certain costs and expenses, including
attorneys' fees, actually and reasonably incurred in connection with any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
director or officer of the corporation if it is determined that he acted in
accordance with the applicable standard of conduct set forth in such statutory
provision. Article V of the Company's Amended and Restated By-laws provides
that the Company will indemnify any person who was or is a party or a witness
or is threatened to be made a party or a witness to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he is or was a
director, officer or employee of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
entity, against all expenses (including attorneys' fees and disbursements),
judgments, fines (including excise taxes and penalties), and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding. Article V further permits the Company to
maintain insurance on behalf of any such person against any liability asserted
against such person and incurred by such person in any such capacity or arising
out of his status as such, whether or not the Company would have the power to
indemnify such person against such liability under the DGCL. The Company
maintains directors' and officers' liability insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Inapplicable.

ITEM 8.   EXHIBITS.

         The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
EXHIBIT NO.                                                DESCRIPTION
----------------    ----------------------------------------------------------------------------------------------
4.1           Amended and Restated Certificate of Incorporation of FORE Systems, Inc. (incorporated by
                    reference to Exhibit 3.1 to the Annual Report on Form 10-K of FORE Systems, Inc. for the
                    fiscal year ended March 31, 1996 (No. 0-24156)).

      4.2           Amended and Restated By-Laws of FORE Systems, Inc. (incorporated by reference to Exhibit 4.1
                    to the Registration Statement on Form S-8 of FORE Systems, Inc. (File No. 333-1728)).

      4.3           FORE Systems, Inc. 1996 Stock Option Plan.

      5.1           Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being registered.

     23.1           Consent of Price Waterhouse LLP, independent accountants.

     23.2           Consent of Morgan, Lewis & Bockius LLP (included in opinion filed as Exhibit 5.1).

     24.1           Power of Attorney (set forth on the signature page of this Registration Statement).
II-2
4

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;

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

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

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if 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 Exchange Act that are
incorporated by reference in this Registration Statement.

         (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 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.

                                     * * *

         (h) Insofar as indemnification for liabilities arising under the
Securities Act 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 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.

                                      II-3
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 the Borough of Warrendale, Commonwealth of Pennsylvania, on
November 27, 1996.

                                       FORE Systems, Inc.

                                       By: /s/ ERIC C. COOPER
                                          --------------------------
                                           Eric C. Cooper
                                           Chairman and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of FORE Systems, Inc. hereby constitutes and appoints Eric C.
Cooper and Thomas J. Gill, and each of them, his true and lawful
attorneys-in-fact and agents, for him and in his name, place and stead, in any
and all capacities, to sign one or more amendments to this Registration
Statement on Form S-8 under the Securities Act, including post-effective
amendments and other related documents, and to file the same with the
Securities and Exchange Commission under said Act, hereby granting power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully as 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 may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:
SIGNATURE                                      CAPACITY                                     DATE
       ---------                                      --------                                     ----
/s/ ERIC C. COOPER                        Chairman and Chief Executive Officer              November 27, 1996
--------------------------------          (Principal Executive Officer) and a Director
Eric C. Cooper

                                          President and a Director                          
--------------------------------
Onat Menzilcioglu

/s/ THOMAS J. GILL                        Vice President, Finance, Chief Financial          November 27, 1996
--------------------------------          Officer and Treasurer (Principal Financial
Thomas J. Gill                            and Accounting Officer)

/s/ FRANCOIS J. BITZ                      Vice President, Engineering and a Director        November 27, 1996
--------------------------------
Francois J. Bitz

/s/ ROBERT D. SANSOM                      Vice President, Engineering, Secretary and a      November 27, 1996
--------------------------------          Director
Robert D. Sansom

/s/ JOHN C. BAKER                         Director                                          November 27, 1996
--------------------------------
John C. Baker

/s/ THOMAS J. CROTTY                      Director                                          November 27, 1996
--------------------------------
Thomas J. Crotty
6

                                 EXHIBIT INDEX
EXHIBIT NO.                                                DESCRIPTION
----------------    ----------------------------------------------------------------------------------------------
4.1           Amended and Restated Certificate of Incorporation of FORE Systems, Inc. (incorporated by
                    reference to Exhibit 3.1 to the Annual Report on Form 10-K of FORE Systems, Inc. for the
                    fiscal year ended March 31, 1996 (No. 0-24156)).

      4.2           Amended and Restated By-Laws of FORE Systems, Inc. (incorporated by reference to Exhibit 4.1
                    to the Registration Statement on Form S-8 of FORE Systems, Inc. (File No. 333-1728)).

      4.3           FORE Systems, Inc. 1996 Stock Option Plan.

      5.1           Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being registered.

     23.1           Consent of Price Waterhouse LLP, independent accountants.

     23.2           Consent of Morgan, Lewis & Bockius LLP (included in opinion filed as Exhibit 5.1).

     24.1           Power of Attorney (set forth on the signature page of this Registration Statement).