<PAGE>   1
    As filed with the Securities and Exchange Commission on August 23, 1999
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

                             NETRO CORPORATION, INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                         <C>
       California                                         77-0395029
(State of incorporation)                    (I.R.S. Employer Identification No.)
</TABLE>

                              3860 N. First Street
                           San Jose, California 95134
                    (Address of principal executive offices)

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

                             1995 Stock Option Plans
                             1996 Stock Option Plans
                        1997 Directors' Stock Option Plan
                            1999 Executive Stock Plan
                        1999 Employee Stock Purchase Plan
                            (Full title of the Plans)

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

                               Michael T. Everett
              Chief Financial Officer and Executive Vice President
                             NETRO CORPORATION, INC.
                              3860 N. First Street
                               San Jose, CA 95134
                                 (408) 216-1500
 (Name, address and telephone number, including area code, of agent for service)

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

                                    Copy to:

                                  Tae Hea Nahm
                                Venture Law Group
                           A Professional Corporation
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (650) 854-4488


               (Calculation of Registration Fee on following page)

<PAGE>   2

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                       CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                                            Proposed Maximum  Proposed Maximum    Amount of
                                         Maximum Amount to   Offering Price      Aggregate       Registration
Title of Securities to be Registered      be Registered(1)      Per Share      Offering Price        Fee
------------------------------------     -----------------  ----------------  ----------------   ------------
<S>                                      <C>                     <C>           <C>                 <C>
1995 & 1996 Stock Option Plans
   Common Stock, $0.001 par value.......  4,484,667 shares       $2.34(2)       $10,494,120.78      $2,917.37
   Common Stock, $0.001 par value.......  2,848,981 shares       $8.00(3)       $22,791,848.00      $6,336.13

1997 Directors' Stock Option Plan
   Common Stock, $0.001 par value.......    125,000 shares       $2.00(2)          $250,000.00         $69.50
   Common Stock, $0.001 par value.......    175,000 shares       $8.00(3)        $1,400,000.00        $389.20

1999 Executive Stock Plan
   Common Stock, $0.001 par value.......  1,175,000 shares       $3.50(2)        $4,112,500.00      $1,143.28
   Common Stock, $0.001 par value.......     20,000 shares       $8.00(3)          $160,000.00         $44.48

1999 Employee Stock Purchase Plan
   Common Stock, $0.001 par value.......  1,250,000 shares       $6.80(4)        $8,500,000.00      $2,363.00

                  TOTAL                  10,078,648 shares                      $47,708,468.78     $13,262.95
                  =====                  =================                      ==============     ==========
</TABLE>
-----------------------
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under any of the Plans being registered
     pursuant to this Registration Statement by reason of any stock dividend,
     stock split, 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.

(2)  Computed in accordance with Rule 457(h) under the Securities Act of 1933
     solely for the purpose of calculating the registration fee. Computation
     based on the weighted average per share exercise price (rounded to nearest
     cent) of outstanding options under the referenced plan, the shares issuable
     under which are registered hereby.

(3)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933
     solely for the purpose of calculating the registration fee. The computation
     with respect to unissued options is based upon the proposed maximum
     offering price per share as set forth in the Registrant's Registration
     Statement on Form S-1/A (File No. 33-81325).

(4)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933
     solely for the purpose of calculating the registration fee. The computation
     is based on the proposed maximum offering price per share as set forth in
     the Registrant's Registration Statement on Form S-1/A (File No. 33-81325),
     multiplied by 85%, which is the percentage of the trading purchase price
     applicable to purchases under the referenced Plan.


                                      -2-

<PAGE>   3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:

     (a)  The Registrant's Prospectus filed on August 19, 1999 pursuant to Rule
424(b) of the Securities Act, which contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed.

     (b)  Not Applicable.

     (c)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934 on August 6, 1999, including
any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in this Registration Statement and to be
part hereof from the date of filing such documents.

Item 4. Description of Securities. Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Certain legal matters with respect to the legality of the issuance of the
common stock registered hereby will be passed upon for the Registrant by Venture
Law Group in Menlo Park, California. As of the date of this Registration
Statement, attorneys of Venture Law Group and an investment partnership
controlled by Venture Law Group beneficially own an aggregate of 136,703 shares
and options for 25,000 shares of the Registrant's common stock.

Item 6. Indemnification of Directors and Officers.

     The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under California law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
California Corporations Code. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.

Item 7. Exemption from Registration Claimed. Not applicable.

Item 8. Exhibits.

<TABLE>
<CAPTION>
Exhibit No.
-----------
<S>        <C>
 5.1       Opinion of Venture Law Group, a Professional Corporation (see p. 7).
23.1       Consent of Venture Law Group, a Professional Corporation (included in
           Exhibit 5.1).
23.2       Consent of Independent Auditors (see p. 8).
24.1       Powers of Attorney (see p. 6).
</TABLE>
---------------


                                      -3-

<PAGE>   4

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 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.

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

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

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

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

                            [Signature Pages Follow]


                                      -4-

<PAGE>   5

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
NETRO CORPORATION, INC., a corporation organized and existing under the laws of
the State of California, 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 San Jose, State of California, on this
August 23, 1999.

                                           NETRO CORPORATION, INC.


                                           By: /s/ Michael T. Everett
                                              ---------------------------
                                              Michael T. Everett
                                              Chief Financial Officer and
                                              Executive Vice President

<PAGE>   6

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gideon Ben-Efraim and Michael T. Everett,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his substitute or substitutes, may do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
         Signature                           Title                          Date
         ---------                           -----                          ----
<S>                           <C>                                      <C>
/s/ Gideon Ben-Efraim         President and Chief Executive Officer    August 23, 1999
----------------------------  (Principal Executive Officer)
Gideon Ben-Efraim             and Director

/s/ Michael T. Everett        Chief Financial Officer and Executive    August 23, 1999
----------------------------  Vice President (Principal Financial
Michael T. Everett            and Accounting Officer)

/s/ Richard Moley             Director                                 August 23, 1999
----------------------------
Richard Moley

/s/ Thomas R. Baruch          Director                                 August 23, 1999
----------------------------
Thomas R. Baruch

/s/ Neal Douglas              Director                                 August 23, 1999
----------------------------
Neal Douglas

/s/ Irwin Federman            Director                                 August 23, 1999
----------------------------
Irwin Federman

/s/ John Walecka              Director                                 August 23, 1999
----------------------------
John Walecka
</TABLE>

<PAGE>   7

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit                                                                     Page
Number                                                                       No.
-------                                                                     ----
<S>         <C>                                                              <C>
  5.1       Opinion of Venture Law Group, a Professional Corporation          7

 23.1       Consent of Venture Law Group, a Professional Corporation
            (included in Exhibit 5.1).                                        7

 23.2       Consent of Independent Public Accountants (see p. 8).             8

 24.1       Powers of Attorney (see p. 6).                                    6
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16027}]
{"company-data": {"conformed-name": "NETRO CORP", "cik": "0001087779", "assigned-sic": "3663", "irs-number": "770395029", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85757", "film-number": "99697610"}, "business-address": {"street1": "POST OFFICE BOX 3860", "street2": "N FIRST ST", "city": "SAN JOSE", "state": "CA", "zip": "95134-1702", "phone": "4082161500"}, "mail-address": {"street1": "POST OFFICE BOX 3860", "street2": "N FIRST ST", "city": "SAN JOSE", "state": "CA", "zip": "95134-1702"}}
1
    As filed with the Securities and Exchange Commission on August 23, 1999
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

                             NETRO CORPORATION, INC.
             (Exact name of Registrant as specified in its charter)
California                                         77-0395029
(State of incorporation)                    (I.R.S. Employer Identification No.)
3860 N. First Street
                           San Jose, California 95134
                    (Address of principal executive offices)

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

                             1995 Stock Option Plans
                             1996 Stock Option Plans
                        1997 Directors' Stock Option Plan
                            1999 Executive Stock Plan
                        1999 Employee Stock Purchase Plan
                            (Full title of the Plans)

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

                               Michael T. Everett
              Chief Financial Officer and Executive Vice President
                             NETRO CORPORATION, INC.
                              3860 N. First Street
                               San Jose, CA 95134
                                 (408) 216-1500
 (Name, address and telephone number, including area code, of agent for service)

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

                                    Copy to:

                                  Tae Hea Nahm
                                Venture Law Group
                           A Professional Corporation
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (650) 854-4488

               (Calculation of Registration Fee on following page)
2
-------------------------------------------------------------------------------------------------------------
                                       CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                                            Proposed Maximum  Proposed Maximum    Amount of
                                         Maximum Amount to   Offering Price      Aggregate       Registration
Title of Securities to be Registered      be Registered(1)      Per Share      Offering Price        Fee
------------------------------------     -----------------  ----------------  ----------------   ------------
1995 & 1996 Stock Option Plans
   Common Stock, $0.001 par value.......  4,484,667 shares       $2.34(2)       $10,494,120.78      $2,917.37
   Common Stock, $0.001 par value.......  2,848,981 shares       $8.00(3)       $22,791,848.00      $6,336.13

1997 Directors' Stock Option Plan
   Common Stock, $0.001 par value.......    125,000 shares       $2.00(2)          $250,000.00         $69.50
   Common Stock, $0.001 par value.......    175,000 shares       $8.00(3)        $1,400,000.00        $389.20

1999 Executive Stock Plan
   Common Stock, $0.001 par value.......  1,175,000 shares       $3.50(2)        $4,112,500.00      $1,143.28
   Common Stock, $0.001 par value.......     20,000 shares       $8.00(3)          $160,000.00         $44.48

1999 Employee Stock Purchase Plan
   Common Stock, $0.001 par value.......  1,250,000 shares       $6.80(4)        $8,500,000.00      $2,363.00

                  TOTAL                  10,078,648 shares                      $47,708,468.78     $13,262.95
                  =====                  =================                      ==============     ==========
-----------------------
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under any of the Plans being registered
     pursuant to this Registration Statement by reason of any stock dividend,
     stock split, 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.

(2)  Computed in accordance with Rule 457(h) under the Securities Act of 1933
     solely for the purpose of calculating the registration fee. Computation
     based on the weighted average per share exercise price (rounded to nearest
     cent) of outstanding options under the referenced plan, the shares issuable
     under which are registered hereby.

(3)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933
     solely for the purpose of calculating the registration fee. The computation
     with respect to unissued options is based upon the proposed maximum
     offering price per share as set forth in the Registrant's Registration
     Statement on Form S-1/A (File No. 33-81325).

(4)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933
     solely for the purpose of calculating the registration fee. The computation
     is based on the proposed maximum offering price per share as set forth in
     the Registrant's Registration Statement on Form S-1/A (File No. 33-81325),
     multiplied by 85%, which is the percentage of the trading purchase price
     applicable to purchases under the referenced Plan.

                                      -2-
3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:

     (a)  The Registrant's Prospectus filed on August 19, 1999 pursuant to Rule
424(b) of the Securities Act, which contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed.

     (b)  Not Applicable.

     (c)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934 on August 6, 1999, including
any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in this Registration Statement and to be
part hereof from the date of filing such documents.

Item 4. Description of Securities. Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Certain legal matters with respect to the legality of the issuance of the
common stock registered hereby will be passed upon for the Registrant by Venture
Law Group in Menlo Park, California. As of the date of this Registration
Statement, attorneys of Venture Law Group and an investment partnership
controlled by Venture Law Group beneficially own an aggregate of 136,703 shares
and options for 25,000 shares of the Registrant's common stock.

Item 6. Indemnification of Directors and Officers.

     The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under California law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
California Corporations Code. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.

Item 7. Exemption from Registration Claimed. Not applicable.

Item 8. Exhibits.
Exhibit No.
-----------
5.1       Opinion of Venture Law Group, a Professional Corporation (see p. 7).
23.1       Consent of Venture Law Group, a Professional Corporation (included in
           Exhibit 5.1).
23.2       Consent of Independent Auditors (see p. 8).
24.1       Powers of Attorney (see p. 6).
---------------

                                      -3-
4

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 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.

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

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

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

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

                            [Signature Pages Follow]

                                      -4-
5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
NETRO CORPORATION, INC., a corporation organized and existing under the laws of
the State of California, 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 San Jose, State of California, on this
August 23, 1999.

                                           NETRO CORPORATION, INC.

                                           By: /s/ Michael T. Everett
                                              ---------------------------
                                              Michael T. Everett
                                              Chief Financial Officer and
                                              Executive Vice President
6

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gideon Ben-Efraim and Michael T. Everett,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                           Title                          Date
         ---------                           -----                          ----
/s/ Gideon Ben-Efraim         President and Chief Executive Officer    August 23, 1999
----------------------------  (Principal Executive Officer)
Gideon Ben-Efraim             and Director

/s/ Michael T. Everett        Chief Financial Officer and Executive    August 23, 1999
----------------------------  Vice President (Principal Financial
Michael T. Everett            and Accounting Officer)

/s/ Richard Moley             Director                                 August 23, 1999
----------------------------
Richard Moley

/s/ Thomas R. Baruch          Director                                 August 23, 1999
----------------------------
Thomas R. Baruch

/s/ Neal Douglas              Director                                 August 23, 1999
----------------------------
Neal Douglas

/s/ Irwin Federman            Director                                 August 23, 1999
----------------------------
Irwin Federman

/s/ John Walecka              Director                                 August 23, 1999
----------------------------
John Walecka
7

                                INDEX TO EXHIBITS
Exhibit                                                                     Page
Number                                                                       No.
-------                                                                     ----
5.1       Opinion of Venture Law Group, a Professional Corporation          7

 23.1       Consent of Venture Law Group, a Professional Corporation
            (included in Exhibit 5.1).                                        7

 23.2       Consent of Independent Public Accountants (see p. 8).             8

 24.1       Powers of Attorney (see p. 6).                                    6