<PAGE>   1

       As filed with the Securities and Exchange Commission on February 27, 2001

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             VINA TECHNOLOGIES, INC.
     ----------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                     <C>
                     DELAWARE                                                         77-0432782
------------------------------------------------------------------------------------------------------------
        (State or other jurisdiction of                                 (I.R.S. Employer Identification No.)
         incorporation or organization)

               39745 EUREKA DRIVE
               NEWARK, CALIFORNIA                                                   94560
------------------------------------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                                      (Zip Code)
</TABLE>

                      WOODWIND COMMUNICATIONS SYSTEMS, INC.
                             1999 STOCK OPTION PLAN
                            (Full title of the plans)

<TABLE>
<S>                                                                          <C>
                                                                                      Copy to:
                STEVEN M. BAUMAN
     President and Chief Executive Officer                                          BLAIR W. WHITE
            VINA Technologies, Inc.                                             Pillsbury Winthrop LLP
               39745 Eureka Drive                                                   P.O. Box 7880
                Newark, CA 94560                                             San Francisco, CA 94120-7880
                 (510) 492-0800                                                       (415) 983-1000
------------------------------------------------                   ------------------------------------------------
      (Name, address and telephone number,
   including area code, of agent for service)
                                                                   -------------------------------------------------
</TABLE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO BE     AMOUNT TO BE        PROPOSED MAXIMUM         PROPOSED MAXIMUM          AMOUNT OF
        REGISTERED           REGISTERED (2)      OFFERING PRICE PER       AGGREGATE OFFERING     REGISTRATION FEE
                                                      SHARE(1)                 PRICE(1)
--------------------------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>                        <C>                   <C>
VINA Common Stock, par     666,875 shares          $0.35 - $4.91               $3,272,754            $818.19
value $0.0001 per share
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457, based upon the high and low prices at which the
     options may be exercised.

<PAGE>   2

(2)  Based on options to purchase 666,875 shares of Registrant's Common Stock,
     outstanding under the Woodwind Communications Systems, Inc. 1999 Stock
     Option Plan, to be assumed by the Registrant upon consummation of its
     acquisition of Woodwind Communications Systems, Inc. pursuant to that
     certain Agreement and Plan of Merger by and among Registrant, WCS
     Acquisition Subsidiary, and Woodwind Communications Systems, Inc., dated
     October 30, 2000. Pursuant to Rule 416, this registration statement also
     covers any additional securities that may be offered or issued in
     connection with any stock split, stock dividend, recapitalization or any
     other similar transaction effected without the receipt of consideration,
     which results in an increase in the number of the Registrant's outstanding
     shares of Common Stock.

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

     The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.

                                       2

<PAGE>   3

                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

*    Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

     The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:

     (1)  Registrant's prospectus dated August 10, 2000 filed pursuant to Rule
424(b) under the Securities Act of 1933 (in connection with Registrant's
Registration Statement on Form S-1, File No. 333-36398 (the "Form S-1
Registration Statement")), which contains Registrant's audited consolidated
financial statements for Registrant's latest fiscal year for which such
statements have been filed.

     (2)  The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-A, filed July 20, 2000.

     (3)  Registrant's Quarterly Report on Form 10-Q, filed November 14, 2000.

     In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered 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 filing of such
documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Registrant's Restated
Certificate of Incorporation and

                                       3

<PAGE>   4

Registrant's Bylaws provide for indemnification of the Registrant's directors,
officers, employees and other agents to the extent and under the circumstances
permitted by the Delaware General Corporation Law. The Registrant has also
entered into agreements with its directors and officers that will require the
Registrant, among other things, to indemnify them against certain liabilities
that may arise by reason of their status or service as directors or officers to
the fullest extent not prohibited by law.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     See Index to Exhibits attached hereto and incorporated herein by reference.

Item 9. Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration statement:

                    (i)  To include any prospectus required by section 10(a)(3)
          of the Securities Act of 1933;

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

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

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the Registrant pursuant to section 13 or section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference in
          the registration statement.

               (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

                                       4

<PAGE>   5


          (b)  The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       5

<PAGE>   6

                                   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 Newark, State of California, on February 27, 2001.

                                       VINA TECHNOLOGIES, INC.



                                       By:        /s/ STEVEN M. BAUMAN
                                           -------------------------------------
                                                    Steven M. Bauman
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     I, the undersigned, do hereby make, constitute and appoint Steven M. Bauman
and Stanley E. Kazmierczak, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution, in any or
all of my offices and capacities with VINA Technologies, Inc. as shown below, to
execute for me and on my behalf one or more registration statements on Form S-8
(the "Registration Statements") and any and all amendments and supplements
thereto, including post-effective amendments, relating to the Woodwind
Communications Systems, Inc. 1999 Stock Option Plan, and to file the same, with
all exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, and ratify and confirm all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue of
this Power of Attorney.

                                       6

<PAGE>   7

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

<TABLE>
<CAPTION>
                Name                                          Title                           Date
                ----                                          -----                           ----
<S>                                         <C>                                         <C>

      /s/ STEVEN M. BAUMAN                  Chief Executive Officer, President and      February 27, 2001
-------------------------------------       Director (Principal Executive Officer)
         Steven M. Bauman



    /s/ STANLEY E. KAZMIERCZAK              Vice President, Finance and                 February 27, 2001
-------------------------------------       Administration and Chief Financial
       Stanley E. Kazmierczak               Officer (Principal Financial and
                                            Administration and Chief Financial
                                            Accounting Officer)



       /s/ JEFFREY M. DRAZAN                Director                                    February 27, 2001
-------------------------------------
         Jeffrey M. Drazan



         /s/ JOHN F. MALONE                 Director                                    February 27, 2001
-------------------------------------
           John F. Malone



      /s/ FRANK J. MARSHALL                 Director                                    February 27, 2001
-------------------------------------
         Frank J. Marshall



     /s/ PHILIP J. QUIGLEY                  Director                                    February 27, 2001
-------------------------------------
         Philip J. Quigley



       /s/ JOSHUA W. SOSKE                  Director                                    February 27, 2001
-------------------------------------
          Joshua W. Soske


       /s/ W. MICHAEL WEST                  Director                                    February 27, 2001
-------------------------------------
          W. Michael West
</TABLE>

                                       7

<PAGE>   8


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Number                             Exhibit
------                             -------
 <S>         <C>
  4.1        Woodwind Communications Systems, Inc. 1999 Stock Option Plan.
  5.1        Opinion regarding legality of securities to be offered.
 23.1        Independent Auditors' Consent.
 23.2        Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
 24.1        Power of Attorney (see page 6).
</TABLE>

                                       8
[{"type": "S-8", "sequence": "1", "filename": "f69783ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16890}]
{"company-data": {"conformed-name": "VINA TECHNOLOGIES INC", "cik": "0001113428", "assigned-sic": "3661", "irs-number": "770432782", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56260", "film-number": "1555466"}, "business-address": {"street1": "39745 EUREKA DRIVE", "city": "NEWARK", "state": "CA", "zip": "94560", "phone": "5104920800"}, "mail-address": {"street1": "39745 EUREKA DRIVE", "city": "NEWARK", "state": "CA", "zip": "94560"}}
1

       As filed with the Securities and Exchange Commission on February 27, 2001

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             VINA TECHNOLOGIES, INC.
     ----------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
DELAWARE                                                         77-0432782
------------------------------------------------------------------------------------------------------------
        (State or other jurisdiction of                                 (I.R.S. Employer Identification No.)
         incorporation or organization)

               39745 EUREKA DRIVE
               NEWARK, CALIFORNIA                                                   94560
------------------------------------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                                      (Zip Code)
WOODWIND COMMUNICATIONS SYSTEMS, INC.
                             1999 STOCK OPTION PLAN
                            (Full title of the plans)
Copy to:
                STEVEN M. BAUMAN
     President and Chief Executive Officer                                          BLAIR W. WHITE
            VINA Technologies, Inc.                                             Pillsbury Winthrop LLP
               39745 Eureka Drive                                                   P.O. Box 7880
                Newark, CA 94560                                             San Francisco, CA 94120-7880
                 (510) 492-0800                                                       (415) 983-1000
------------------------------------------------                   ------------------------------------------------
      (Name, address and telephone number,
   including area code, of agent for service)
                                                                   -------------------------------------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO BE     AMOUNT TO BE        PROPOSED MAXIMUM         PROPOSED MAXIMUM          AMOUNT OF
        REGISTERED           REGISTERED (2)      OFFERING PRICE PER       AGGREGATE OFFERING     REGISTRATION FEE
                                                      SHARE(1)                 PRICE(1)
--------------------------------------------------------------------------------------------------------------------
VINA Common Stock, par     666,875 shares          $0.35 - $4.91               $3,272,754            $818.19
value $0.0001 per share
--------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457, based upon the high and low prices at which the
     options may be exercised.
2

(2)  Based on options to purchase 666,875 shares of Registrant's Common Stock,
     outstanding under the Woodwind Communications Systems, Inc. 1999 Stock
     Option Plan, to be assumed by the Registrant upon consummation of its
     acquisition of Woodwind Communications Systems, Inc. pursuant to that
     certain Agreement and Plan of Merger by and among Registrant, WCS
     Acquisition Subsidiary, and Woodwind Communications Systems, Inc., dated
     October 30, 2000. Pursuant to Rule 416, this registration statement also
     covers any additional securities that may be offered or issued in
     connection with any stock split, stock dividend, recapitalization or any
     other similar transaction effected without the receipt of consideration,
     which results in an increase in the number of the Registrant's outstanding
     shares of Common Stock.

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

     The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.

                                       2
3

                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

*    Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

     The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:

     (1)  Registrant's prospectus dated August 10, 2000 filed pursuant to Rule
424(b) under the Securities Act of 1933 (in connection with Registrant's
Registration Statement on Form S-1, File No. 333-36398 (the "Form S-1
Registration Statement")), which contains Registrant's audited consolidated
financial statements for Registrant's latest fiscal year for which such
statements have been filed.

     (2)  The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-A, filed July 20, 2000.

     (3)  Registrant's Quarterly Report on Form 10-Q, filed November 14, 2000.

     In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered 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 filing of such
documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Registrant's Restated
Certificate of Incorporation and

                                       3
4

Registrant's Bylaws provide for indemnification of the Registrant's directors,
officers, employees and other agents to the extent and under the circumstances
permitted by the Delaware General Corporation Law. The Registrant has also
entered into agreements with its directors and officers that will require the
Registrant, among other things, to indemnify them against certain liabilities
that may arise by reason of their status or service as directors or officers to
the fullest extent not prohibited by law.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     See Index to Exhibits attached hereto and incorporated herein by reference.

Item 9. Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration statement:

                    (i)  To include any prospectus required by section 10(a)(3)
          of the Securities Act of 1933;

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

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

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the Registrant pursuant to section 13 or section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference in
          the registration statement.

               (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

                                       4
5

          (b)  The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
6

                                   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 Newark, State of California, on February 27, 2001.

                                       VINA TECHNOLOGIES, INC.

                                       By:        /s/ STEVEN M. BAUMAN
                                           -------------------------------------
                                                    Steven M. Bauman
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     I, the undersigned, do hereby make, constitute and appoint Steven M. Bauman
and Stanley E. Kazmierczak, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution, in any or
all of my offices and capacities with VINA Technologies, Inc. as shown below, to
execute for me and on my behalf one or more registration statements on Form S-8
(the "Registration Statements") and any and all amendments and supplements
thereto, including post-effective amendments, relating to the Woodwind
Communications Systems, Inc. 1999 Stock Option Plan, and to file the same, with
all exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and do hereby
grant unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, and ratify and confirm all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue of
this Power of Attorney.

                                       6
7

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
Name                                          Title                           Date
                ----                                          -----                           ----
/s/ STEVEN M. BAUMAN                  Chief Executive Officer, President and      February 27, 2001
-------------------------------------       Director (Principal Executive Officer)
         Steven M. Bauman

    /s/ STANLEY E. KAZMIERCZAK              Vice President, Finance and                 February 27, 2001
-------------------------------------       Administration and Chief Financial
       Stanley E. Kazmierczak               Officer (Principal Financial and
                                            Administration and Chief Financial
                                            Accounting Officer)

       /s/ JEFFREY M. DRAZAN                Director                                    February 27, 2001
-------------------------------------
         Jeffrey M. Drazan

         /s/ JOHN F. MALONE                 Director                                    February 27, 2001
-------------------------------------
           John F. Malone

      /s/ FRANK J. MARSHALL                 Director                                    February 27, 2001
-------------------------------------
         Frank J. Marshall

     /s/ PHILIP J. QUIGLEY                  Director                                    February 27, 2001
-------------------------------------
         Philip J. Quigley

       /s/ JOSHUA W. SOSKE                  Director                                    February 27, 2001
-------------------------------------
          Joshua W. Soske

       /s/ W. MICHAEL WEST                  Director                                    February 27, 2001
-------------------------------------
          W. Michael West
7
8

                                INDEX TO EXHIBITS
Number                             Exhibit
------                             -------
4.1        Woodwind Communications Systems, Inc. 1999 Stock Option Plan.
  5.1        Opinion regarding legality of securities to be offered.
 23.1        Independent Auditors' Consent.
 23.2        Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
 24.1        Power of Attorney (see page 6).
8