<PAGE>   1
     As filed with the Securities and Exchange Commission on March __, 2001
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                              XYBERNAUT CORPORATION
             (Exact name of registrant as specified in its charter)

               DELAWARE                                           54-1799851
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

12701 FAIR LAKES CIRCLE, FAIRFAX, VIRGINIA                      22033
(Address of Principal Executive Offices)                     (Zip Code)


                            2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                EDWARD G. NEWMAN
                             12701 FAIR LAKES CIRCLE
                             FAIRFAX, VIRGINIA 22033
                                 (703) 631-6925
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                           Martin Eric Weisberg, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
                                                        Proposed          Proposed
                                                        Maximum            Maximum          Amount Of
Title of each class of securities     Amount To     Aggregate Price      Aggregate        Registration
         to be registered           Be Registered      Per Share       Offering Price          Fee
-----------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>                <C>                <C>
Common Stock, $.01 par value per    3,000,000 (1)      $2.407 (2)        $7,221,000         $1,906.34
share
===========================================================================================================
</TABLE>

(1)  Pursuant to Rule 416(b), there shall also be deemed covered hereby all
     additional securities resulting from anti-dilution adjustments under the
     2000 Stock Incentive Plan.
(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) and (c), the average ($2.407) of the closing bid
     ($2.375) and closing asked ($2.438) price on the Nasdaq National Market on
     March 5, 2001.



<PAGE>   2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents filed by the registrant with the
Securities and Exchange Commission (Commission File No. 0-15086) pursuant to
Section 13(a) of the Securities Exchange Act of 1934 (the "1934 Act") are
incorporated herein by reference:

               (a)    The registrant's Annual Report on Form 10-K filed on March
                      9, 2001, for the year ended December 31, 2000;

               (b)    The description of the registrant's common stock contained
                      in the registrant's registration statement on Form SB-2/A
                      (Registration No. 333-04156) filed on July 17, 1996,
                      including any amendments or reports filed for the purpose
                      of updating that description.

               All documents filed subsequent to the date of this registration
statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.

ITEM 4.        DESCRIPTION OF SECURITIES.

               Not required, inasmuch as the registrant's common stock is
registered under Section 12 of the 1934 Act.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not Applicable.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               The description of the indemnification and insurance provided to
the officers and directors of the Registrant contained under "Management" in the
registrant's registration statement on Form SB-2/A (Registration No. 333-04156)
is hereby incorporated by reference.






                                       2
<PAGE>   3

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not Applicable.

ITEM 8.        EXHIBITS.

               See Exhibit Index on page 8 of this registration statement.

ITEM 9.        UNDERTAKINGS.

               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 this 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 this 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) if, in the aggregate, the
                           changes in volume and price represent no more than
                           20 percent change in the maximum aggregate offering
                           price set forth in "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 this registration statement or any material
                           change to such information in this Registration
                           Statement;

provided, however, that paragraphs (1)(i) and (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 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the 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





                                       3
<PAGE>   4

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.

               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
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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

               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 described in Item 6
above, 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.






                                       4
<PAGE>   5

                                   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 the City of Fairfax, the Commonwealth of Virginia on March 2,
2001.

                                          XYBERNAUT CORPORATION


                                          By:
                                             ----------------------------------
                                                Edward G. Newman
                                                Chairman of the Board and Chief
                                                Executive Officer

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
below constitutes and appoints each of Edward G. Newman and Steven A. Newman his
true and lawful attorney-in-fact and agent, each with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each 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 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
attorney-in-fact and agent or either 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 below by the following persons in the
capacities indicated on the 9th day of March, 2001.


/s/ EDWARD G. NEWMAN                       Chairman of the Board and
------------------------------------       Chief Executive Officer
Edward G. Newman


/s/ TOD R. REHM                            President and Chief Operating Officer
------------------------------------
Tod R. Rehm


/s/ STEVEN A. NEWMAN                       Executive Vice President and
------------------------------------       Vice Chairman of the Board
Steven A. Newman






                                       5
<PAGE>   6

/s/ KAZUYUKI TOYOSATO                      Executive Vice President and
------------------------------------       Director
Kazuyuki Toyosato


/s/ JOHN F. MOYNAHAN                       Senior Vice President and
------------------------------------       Chief Financial Officer
John F. Moynahan


/s/ EDWIN VOGT                             Senior Vice President and Director
------------------------------------
Edwin Vogt


/s/ EUGENE J. AMOBI                        Vice President and Director
------------------------------------
Eugene J. Amobi


/s/ MARTIN ERIC WEISBERG                   Secretary and Director
------------------------------------
Martin Eric Weisberg


/s/ KEITH P. HICKS                         Director
------------------------------------
Keith P. Hicks


/s/ PHILLIP E. PEARCE                      Director
------------------------------------
Phillip E. Pearce


/s/ JAMES J. RALABATE                      Director
------------------------------------
James J. Ralabate


/s/ LT. GEN. HARRY E. SOYSTER              Director
------------------------------------
Lt. Gen. Harry E. Soyster






                                       6
<PAGE>   7




                                 SECURITIES AND
                                    EXCHANGE
                                   COMMISSION

                             WASHINGTON, D.C. 20549


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




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


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





                              XYBERNAUT CORPORATION
                       (EXACT NAME OF ISSUER AS SPECIFIED
                                 IN ITS CHARTER)



                                 MARCH __, 2001






                                       7
<PAGE>   8



                                  EXHIBIT INDEX



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

5.1            Opinion of Jenkens & Gilchrist Parker Chapin LLP, as to the
               legality of the common stock being offered.
23.1           Consent of Jenkens & Gilchrist Parker Chapin LLP (included in
               their opinion filed as Exhibit 5.1).
23.2           Consent of Grant Thornton LLP
24.1           Power of attorney of certain officers and directors of the
               registrant (contained in the signature page).
99.1           2000 Stock Incentive Plan. *

* Incorporated by reference to the Registrant's Definitive Proxy Statement on
Schedule 14A, as filed with the Securities and Exchange Commission on September
29, 2000, and annexed as Exhibit A thereto.







                                       8
[{"type": "S-8", "sequence": "1", "filename": "w46327s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16401}]
{"company-data": {"conformed-name": "XYBERNAUT CORP", "cik": "0001013148", "assigned-sic": "3576", "irs-number": "541799851", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56814", "film-number": "1565441"}, "business-address": {"street1": "12701 FAIR LAKES CIRCLE", "street2": "STE 550", "city": "FAIRFAX", "state": "VA", "zip": "22033", "phone": "7036316925"}, "mail-address": {"street1": "12701 FAIR LAKES CIRCLE", "city": "FAIRFAX", "state": "VA", "zip": "22033"}}
1
     As filed with the Securities and Exchange Commission on March __, 2001
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                              XYBERNAUT CORPORATION
             (Exact name of registrant as specified in its charter)

               DELAWARE                                           54-1799851
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

12701 FAIR LAKES CIRCLE, FAIRFAX, VIRGINIA                      22033
(Address of Principal Executive Offices)                     (Zip Code)

                            2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                EDWARD G. NEWMAN
                             12701 FAIR LAKES CIRCLE
                             FAIRFAX, VIRGINIA 22033
                                 (703) 631-6925
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                           Martin Eric Weisberg, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                        Proposed          Proposed
                                                        Maximum            Maximum          Amount Of
Title of each class of securities     Amount To     Aggregate Price      Aggregate        Registration
         to be registered           Be Registered      Per Share       Offering Price          Fee
-----------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per    3,000,000 (1)      $2.407 (2)        $7,221,000         $1,906.34
share
===========================================================================================================
(1)  Pursuant to Rule 416(b), there shall also be deemed covered hereby all
     additional securities resulting from anti-dilution adjustments under the
     2000 Stock Incentive Plan.
(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) and (c), the average ($2.407) of the closing bid
     ($2.375) and closing asked ($2.438) price on the Nasdaq National Market on
     March 5, 2001.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents filed by the registrant with the
Securities and Exchange Commission (Commission File No. 0-15086) pursuant to
Section 13(a) of the Securities Exchange Act of 1934 (the "1934 Act") are
incorporated herein by reference:

               (a)    The registrant's Annual Report on Form 10-K filed on March
                      9, 2001, for the year ended December 31, 2000;

               (b)    The description of the registrant's common stock contained
                      in the registrant's registration statement on Form SB-2/A
                      (Registration No. 333-04156) filed on July 17, 1996,
                      including any amendments or reports filed for the purpose
                      of updating that description.

               All documents filed subsequent to the date of this registration
statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.

ITEM 4.        DESCRIPTION OF SECURITIES.

               Not required, inasmuch as the registrant's common stock is
registered under Section 12 of the 1934 Act.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not Applicable.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               The description of the indemnification and insurance provided to
the officers and directors of the Registrant contained under "Management" in the
registrant's registration statement on Form SB-2/A (Registration No. 333-04156)
is hereby incorporated by reference.

                                       2
3

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not Applicable.

ITEM 8.        EXHIBITS.

               See Exhibit Index on page 8 of this registration statement.

ITEM 9.        UNDERTAKINGS.

               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 this 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 this 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) if, in the aggregate, the
                           changes in volume and price represent no more than
                           20 percent change in the maximum aggregate offering
                           price set forth in "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 this registration statement or any material
                           change to such information in this Registration
                           Statement;

provided, however, that paragraphs (1)(i) and (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 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the 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

                                       3
4

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.

               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
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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

               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 described in Item 6
above, 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.

                                       4
5

                                   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 the City of Fairfax, the Commonwealth of Virginia on March 2,
2001.

                                          XYBERNAUT CORPORATION

                                          By:
                                             ----------------------------------
                                                Edward G. Newman
                                                Chairman of the Board and Chief
                                                Executive Officer

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
below constitutes and appoints each of Edward G. Newman and Steven A. Newman his
true and lawful attorney-in-fact and agent, each with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each 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 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
attorney-in-fact and agent or either 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 below by the following persons in the
capacities indicated on the 9th day of March, 2001.

/s/ EDWARD G. NEWMAN                       Chairman of the Board and
------------------------------------       Chief Executive Officer
Edward G. Newman

/s/ TOD R. REHM                            President and Chief Operating Officer
------------------------------------
Tod R. Rehm

/s/ STEVEN A. NEWMAN                       Executive Vice President and
------------------------------------       Vice Chairman of the Board
Steven A. Newman

                                       5
6

/s/ KAZUYUKI TOYOSATO                      Executive Vice President and
------------------------------------       Director
Kazuyuki Toyosato

/s/ JOHN F. MOYNAHAN                       Senior Vice President and
------------------------------------       Chief Financial Officer
John F. Moynahan

/s/ EDWIN VOGT                             Senior Vice President and Director
------------------------------------
Edwin Vogt

/s/ EUGENE J. AMOBI                        Vice President and Director
------------------------------------
Eugene J. Amobi

/s/ MARTIN ERIC WEISBERG                   Secretary and Director
------------------------------------
Martin Eric Weisberg

/s/ KEITH P. HICKS                         Director
------------------------------------
Keith P. Hicks

/s/ PHILLIP E. PEARCE                      Director
------------------------------------
Phillip E. Pearce

/s/ JAMES J. RALABATE                      Director
------------------------------------
James J. Ralabate

/s/ LT. GEN. HARRY E. SOYSTER              Director
------------------------------------
Lt. Gen. Harry E. Soyster

                                       6
7

                                 SECURITIES AND
                                    EXCHANGE
                                   COMMISSION

                             WASHINGTON, D.C. 20549

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

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

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

                              XYBERNAUT CORPORATION
                       (EXACT NAME OF ISSUER AS SPECIFIED
                                 IN ITS CHARTER)

                                 MARCH __, 2001

                                       7
8

                                  EXHIBIT INDEX

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

5.1            Opinion of Jenkens & Gilchrist Parker Chapin LLP, as to the
               legality of the common stock being offered.
23.1           Consent of Jenkens & Gilchrist Parker Chapin LLP (included in
               their opinion filed as Exhibit 5.1).
23.2           Consent of Grant Thornton LLP
24.1           Power of attorney of certain officers and directors of the
               registrant (contained in the signature page).
99.1           2000 Stock Incentive Plan. *

* Incorporated by reference to the Registrant's Definitive Proxy Statement on
Schedule 14A, as filed with the Securities and Exchange Commission on September
29, 2000, and annexed as Exhibit A thereto.

                                       8