<PAGE>

    As filed with the Securities and Exchange Commission on October 25, 2001

                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                           ACCELERATED NETWORKS, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                              77-0442752
    (State or other jurisdiction                   (IRS Employer
  of incorporation or organization)             Identification No.)

                                301 SCIENCE DRIVE
                           MOORPARK, CALIFORNIA 93021
               (Address of principal executive offices) (Zip Code)


                SPECIAL STOCK OPTION GRANT FOR MR. GARY J. SBONA

                            (Full title of the Plan)

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

                              H. MICHAEL HOGAN III
                             CHIEF FINANCIAL OFFICER
                           ACCELERATED NETWORKS, INC.
                                301 SCIENCE DRIVE
                           MOORPARK, CALIFORNIA 93021
                     (Name and address of agent for service)
                                 (805) 553-9680
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
=======================================================================================================
                                                                            Proposed
                                                           Proposed          Maximum
                                         Amount to          Maximum         Aggregate        Amount of
                                             be         Offering Price      Offering       Registration
Title of Securities to be Registered    Registered(1)    per Share(2)       Price(2)            Fee
------------------------------------    -------------   --------------     ----------      ------------
<S>                                     <C>             <C>                <C>             <C>
OPTION GRANT TO MR. GARY J. SBONA
Common Stock, $0.001 par value            3,880,600         $1.938         $7,520,603        $1,880.15
=======================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Special Stock Option Grant by
     reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without the Registrant's receipt of
     consideration which results in an increase in the number of the outstanding
     shares of Registrant's Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the exercise price of
     the option granted.

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

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        Accelerated Networks, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

        (a)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 2001 filed with the Commission on August 14, 2001;

        (b)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 2001 filed with the Commission on May 15, 2001;

        (c)    The Registrant's Annual Report on Form 10-K for the year ended
               December 31, 2000, filed with the Commission on May 8, 2001; and

        (d)    The Registrant's Registration Statement on Form 8-A12G filed with
               the Commission on June 1, 2000 pursuant to Section 12 of the
               Securities Exchange Act of 1934, as amended (the "1934 Act"), in
               which there is described the terms, rights and provisions
               applicable to the Registrant's outstanding Common Stock.

               All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and 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 into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein 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 subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

               Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Article VII of the Registrant's Amended & Restated Bylaws and
Article VIII of the Registrant's Amended and Restated Certificate of
Incorporation provide that the Registrant may indemnify its officers and
Directors to the full extent permitted by law. Section 145 of the General
Corporation Law of the State of Delaware (the "GCL") provides that a Delaware
corporation has the power to indemnify its officers and directors in certain
circumstances.

               Subsection (a) of Section 145 of the GCL empowers a corporation
to indemnify any director or officer, or former director or officer, who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than


<PAGE>


an action by or in the right of the corporation), against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding provided
that such director or officer acted in good faith and in a manner such director
or officer reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding,
provided that such director or officer had no reasonable cause to believe his or
her conduct was unlawful.

               Subsection (b) of Section 145 of the GCL empowers a corporation
to indemnify any director or officer, or former director or officer, who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred in
connection with the defense or settlement of such action or suit, provided that
such director or officer acted in good faith and in a manner such director or
officer reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action was brought shall determine that
despite the adjudication of liability, but in view of all the circumstances of
the case, such director or officer is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

               Section 145 of the GCL further provides that to the extent a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith; that indemnification provided for by Section
145 shall not be deemed exclusive of any other rights to which the indemnified
party may be entitled; and that the corporation shall have power to purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145. The Registrant carries directors' and officers'
liability insurance covering its directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.


                                      II-2
<PAGE>

ITEM 8. EXHIBITS


<TABLE>
   Exhibit
   Number     Exhibit
   -------    -------
<S>           <C>
     4        Instruments Defining the Rights of Stockholders. Reference
              is made to Registrant's Registration Statement No.
              000-30741 on Form 8-A12G, together with any exhibits
              thereto, which are incorporated herein by reference
              pursuant to Item 3(d) to this Registration Statement.

     5        Opinion and Consent of Brobeck, Phleger & Harrison LLP.

    10.1*     Employment Agreement dated February 12, 2001 between the
              Registrant and Gary J. Sbona., together with the following
              exhibits thereto:

                         Exhibit A -- Option Certificate

                         Exhibit B -- Stock Option Agreement

    23.1      Consent of Independent Accountants, PricewaterhouseCoopers LLP.

    23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in
              Exhibit 5.

    24        Power of Attorney.  Reference is made to page II-4 of this
              Registration Statement.
</TABLE>

------------
*   Incorporated by reference to Exhibit 10.36 filed with the Commission on May
    8, 2001 in connection with the Registrant's Form 10-K for the Registrant's
    fiscal year ended December 31, 2000.


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, as amended (the "1933 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 thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement
and (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 clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 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; and (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 Special Stock Option Agreement with Gary J.
Sbona.

               B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into 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
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6
hereof, or otherwise, the Registrant has been advised that, in the opinion of
the SEC, such indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim for


                                      II-3
<PAGE>

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 1933 Act and
will be governed by the final adjudication of such issue.





                                      II-4
<PAGE>

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Moorpark, State of California, on this 25th day
of October, 2001.


                                            ACCELERATED NETWORKS, INC.


                                            By /s/ GARY J. SBONA
                                              ----------------------------
                                                   Gary J. Sbona
                                                   Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

               That the undersigned officers and directors of Accelerated
Networks, Inc., a Delaware corporation, do hereby constitute and appoint Gary J.
Sbona and H. Michael Hogan III, and each of them, the lawful attorneys-in-fact
and agents, with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and any one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

               IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signatures                        Title                                Date
----------                        -----                                ----
<S>                               <C>                                  <C>
/s/ GARY J. SBONA                 Chief Executive Officer and          October 25, 2001
-----------------------------     Director (principal executive
    Gary J. Sbona                 officer)

/s/ H. MICHAEL HOGAN III          Vice President, Finance and          October 25, 2001
-----------------------------     Administration, Chief Financial
    H. Michael Hogan III          Officer and Secretary (principal
                                  financial and accounting officer)

/s/ STEVEN M. KRAUSZ              Director                             October 25, 2001
-----------------------------
    Steven M. Krausz
</TABLE>


                                      II-5
<PAGE>

<TABLE>
<S>                               <C>                                <C>
/s/ ROBERT F. KUHLING, JR.        Director                           October 25, 2001
-----------------------------
    Robert F. Kuhling, Jr.

                                  Director
-----------------------------
    Anthony T. Maher

/s/ PETER T. MORRIS               Director                           October 25, 2001
------------------------------
    Peter T. Morris


/s/ LIP-BU TAN                    Director                           October 25, 2001
-----------------------------
    Lip-Bu Tan
</TABLE>


                                      II-6
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933



                           ACCELERATED NETWORKS, INC.


<PAGE>

                                  EXHIBIT INDEX


<TABLE>

   Exhibit
   Number      Exhibit
   -------     -------
<S>            <C>

     4         Instruments Defining the Rights of Stockholders. Reference
               is made to Registrant's Registration Statement No.
               000-30741 on Form 8-A12G, together with any exhibits
               thereto, which are incorporated herein by reference
               pursuant to Item 3(d) to this Registration Statement.

     5         Opinion and Consent of Brobeck, Phleger & Harrison LLP.

    10.1*      Employment Agreement dated February 12, 2001 between the
               Registrant and Gary J. Sbona., together with the following
               exhibits thereto:

                          Exhibit A -- Option Certificate

                          Exhibit B -- Stock Option Agreement

    23.1       Consent of Independent Accountants, PricewaterhouseCoopers LLP.

    23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in
               Exhibit 5.

    24         Power of Attorney.  Reference is made to page II-4 of this
               Registration Statement.
</TABLE>

------------
*   Incorporated by reference to Exhibit 10.36 filed with the Commission on May
    8, 2001 in connection with the Registrant's Form 10-K for the Registrant's
    fiscal year ended December 31, 2000.
[{"type": "S-8", "sequence": "1", "filename": "a76265ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20729}]
{"company-data": {"conformed-name": "ACCELERATED NETWORKS INC", "cik": "0001108185", "assigned-sic": "3576", "irs-number": "770442752", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72194", "film-number": "1765781"}, "business-address": {"street1": "301 SCIENCE DR.", "city": "MOOR PARK", "state": "CA", "zip": "93021", "phone": "8055539680"}, "mail-address": {"street1": "301 SCIENCE DR", "city": "MOOR PARK", "state": "CA", "zip": "93021"}}
As filed with the Securities and Exchange Commission on October 25, 2001

                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                           ACCELERATED NETWORKS, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                              77-0442752
    (State or other jurisdiction                   (IRS Employer
  of incorporation or organization)             Identification No.)

                                301 SCIENCE DRIVE
                           MOORPARK, CALIFORNIA 93021
               (Address of principal executive offices) (Zip Code)

                SPECIAL STOCK OPTION GRANT FOR MR. GARY J. SBONA

                            (Full title of the Plan)

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

                              H. MICHAEL HOGAN III
                             CHIEF FINANCIAL OFFICER
                           ACCELERATED NETWORKS, INC.
                                301 SCIENCE DRIVE
                           MOORPARK, CALIFORNIA 93021
                     (Name and address of agent for service)
                                 (805) 553-9680
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

=======================================================================================================
                                                                            Proposed
                                                           Proposed          Maximum
                                         Amount to          Maximum         Aggregate        Amount of
                                             be         Offering Price      Offering       Registration
Title of Securities to be Registered    Registered(1)    per Share(2)       Price(2)            Fee
------------------------------------    -------------   --------------     ----------      ------------
OPTION GRANT TO MR. GARY J. SBONA
Common Stock, $0.001 par value            3,880,600         $1.938         $7,520,603        $1,880.15
=======================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Special Stock Option Grant by
     reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without the Registrant's receipt of
     consideration which results in an increase in the number of the outstanding
     shares of Registrant's Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the exercise price of
     the option granted.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        Accelerated Networks, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

        (a)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 2001 filed with the Commission on August 14, 2001;

        (b)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 2001 filed with the Commission on May 15, 2001;

        (c)    The Registrant's Annual Report on Form 10-K for the year ended
               December 31, 2000, filed with the Commission on May 8, 2001; and

        (d)    The Registrant's Registration Statement on Form 8-A12G filed with
               the Commission on June 1, 2000 pursuant to Section 12 of the
               Securities Exchange Act of 1934, as amended (the "1934 Act"), in
               which there is described the terms, rights and provisions
               applicable to the Registrant's outstanding Common Stock.

               All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and 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 into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein 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 subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

               Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Article VII of the Registrant's Amended & Restated Bylaws and
Article VIII of the Registrant's Amended and Restated Certificate of
Incorporation provide that the Registrant may indemnify its officers and
Directors to the full extent permitted by law. Section 145 of the General
Corporation Law of the State of Delaware (the "GCL") provides that a Delaware
corporation has the power to indemnify its officers and directors in certain
circumstances.

               Subsection (a) of Section 145 of the GCL empowers a corporation
to indemnify any director or officer, or former director or officer, who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than
an action by or in the right of the corporation), against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding provided
that such director or officer acted in good faith and in a manner such director
or officer reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding,
provided that such director or officer had no reasonable cause to believe his or
her conduct was unlawful.

               Subsection (b) of Section 145 of the GCL empowers a corporation
to indemnify any director or officer, or former director or officer, who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred in
connection with the defense or settlement of such action or suit, provided that
such director or officer acted in good faith and in a manner such director or
officer reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action was brought shall determine that
despite the adjudication of liability, but in view of all the circumstances of
the case, such director or officer is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

               Section 145 of the GCL further provides that to the extent a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith; that indemnification provided for by Section
145 shall not be deemed exclusive of any other rights to which the indemnified
party may be entitled; and that the corporation shall have power to purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145. The Registrant carries directors' and officers'
liability insurance covering its directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

                                      II-2
ITEM 8. EXHIBITS

   Exhibit
   Number     Exhibit
   -------    -------
4        Instruments Defining the Rights of Stockholders. Reference
              is made to Registrant's Registration Statement No.
              000-30741 on Form 8-A12G, together with any exhibits
              thereto, which are incorporated herein by reference
              pursuant to Item 3(d) to this Registration Statement.

     5        Opinion and Consent of Brobeck, Phleger & Harrison LLP.

    10.1*     Employment Agreement dated February 12, 2001 between the
              Registrant and Gary J. Sbona., together with the following
              exhibits thereto:

                         Exhibit A -- Option Certificate

                         Exhibit B -- Stock Option Agreement

    23.1      Consent of Independent Accountants, PricewaterhouseCoopers LLP.

    23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in
              Exhibit 5.

    24        Power of Attorney.  Reference is made to page II-4 of this
              Registration Statement.
------------
*   Incorporated by reference to Exhibit 10.36 filed with the Commission on May
    8, 2001 in connection with the Registrant's Form 10-K for the Registrant's
    fiscal year ended December 31, 2000.

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, as amended (the "1933 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 thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement
and (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 clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 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; and (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 Special Stock Option Agreement with Gary J.
Sbona.

               B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into 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
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6
hereof, or otherwise, the Registrant has been advised that, in the opinion of
the SEC, such indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim for

                                      II-3
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 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Moorpark, State of California, on this 25th day
of October, 2001.

                                            ACCELERATED NETWORKS, INC.

                                            By /s/ GARY J. SBONA
                                              ----------------------------
                                                   Gary J. Sbona
                                                   Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

               That the undersigned officers and directors of Accelerated
Networks, Inc., a Delaware corporation, do hereby constitute and appoint Gary J.
Sbona and H. Michael Hogan III, and each of them, the lawful attorneys-in-fact
and agents, with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and any one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

               IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signatures                        Title                                Date
----------                        -----                                ----
/s/ GARY J. SBONA                 Chief Executive Officer and          October 25, 2001
-----------------------------     Director (principal executive
    Gary J. Sbona                 officer)

/s/ H. MICHAEL HOGAN III          Vice President, Finance and          October 25, 2001
-----------------------------     Administration, Chief Financial
    H. Michael Hogan III          Officer and Secretary (principal
                                  financial and accounting officer)

/s/ STEVEN M. KRAUSZ              Director                             October 25, 2001
-----------------------------
    Steven M. Krausz
II-5
/s/ ROBERT F. KUHLING, JR.        Director                           October 25, 2001
-----------------------------
    Robert F. Kuhling, Jr.

                                  Director
-----------------------------
    Anthony T. Maher

/s/ PETER T. MORRIS               Director                           October 25, 2001
------------------------------
    Peter T. Morris

/s/ LIP-BU TAN                    Director                           October 25, 2001
-----------------------------
    Lip-Bu Tan
II-6
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                           ACCELERATED NETWORKS, INC.
EXHIBIT INDEX

   Exhibit
   Number      Exhibit
   -------     -------
4         Instruments Defining the Rights of Stockholders. Reference
               is made to Registrant's Registration Statement No.
               000-30741 on Form 8-A12G, together with any exhibits
               thereto, which are incorporated herein by reference
               pursuant to Item 3(d) to this Registration Statement.

     5         Opinion and Consent of Brobeck, Phleger & Harrison LLP.

    10.1*      Employment Agreement dated February 12, 2001 between the
               Registrant and Gary J. Sbona., together with the following
               exhibits thereto:

                          Exhibit A -- Option Certificate

                          Exhibit B -- Stock Option Agreement

    23.1       Consent of Independent Accountants, PricewaterhouseCoopers LLP.

    23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in
               Exhibit 5.

    24         Power of Attorney.  Reference is made to page II-4 of this
               Registration Statement.
------------
*   Incorporated by reference to Exhibit 10.36 filed with the Commission on May
    8, 2001 in connection with the Registrant's Form 10-K for the Registrant's
    fiscal year ended December 31, 2000.