<PAGE>   1
         As filed with the Securities and Exchange Commission on April ___, 2000
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             GADZOOX NETWORKS, INC.
             (Exact name of Registrant as specified in its charter)
<TABLE>
<S>                                      <C>
        Delaware                                       77-0308899
(State of Incorporation)                 (I.R.S. Employer Identification Number)
</TABLE>

                               5850 Hellyer Avenue
                            San Jose, California 95138
                    (Address of Principal Executive Offices)

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

                           1998 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

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

                               K. William Sickler
                      President and Chief Executive Officer
                             GADZOOX NETWORKS, INC.
                               5850 Hellyer Avenue
                           San Jose, California 95138
                     (Name and address of agent for service)
                                 (408) 360-4950
          (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                             Judith M. O'Brien, Esq.
                        WILSON SONSINI GOODRICH & ROSATI,
                            PROFESSIONAL CORPORATION
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                            Telephone: (650) 493-9300

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


<PAGE>   2

<TABLE>
<CAPTION>

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

                                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
      TITLE OF SECURITIES TO             AMOUNT      PROPOSED MAXIMUM    PROPOSED MAXIMUM     AMOUNT OF
           BE REGISTERED                 TO BE         OFFERING PRICE        AGGREGATE       REGISTRATION
                                      REGISTERED(1)     PER SHARE(2)     OFFERING PRICE(2)      FEE(3)
-------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>                 <C>                  <C>
Common Stock, $0.005 par value
per share, to be issued under the:

1998 Equity Incentive Plan                108,376         $4.0093             $434,512          $114.71

--------------
(1)   Amount of securities to be registered computed in accordance with Rule 457(h) of the Securities Act of
      1933, as amended, as the maximum number of the Registrant's Common Stock issuable under the 1998 Equity
      Incentive Plan.

(2)   The registration fee for the shares of Common Stock to be issued under the 1998 Equity Incentive Plan,
      an employee stock option plan, was calculated in accordance with Rule 457(h) of the Securities Act upon
      the basis of the weighted average price of $4.0093 at which the options may be exercised.

(3)   Amount of registration fee was calculated pursuant to Section 6(b) of the Securities Act which provides
      that the fee shall be $264 per $1,000,000 of the proposed maximum aggregate offering price of the
      securities proposed to be registered.

                                               EXPLANATORY NOTE

      This Registration Statement relates to 108,376 shares of Common Stock to be issued in the future upon
exercise of options issued under the 1998 Equity Incentive Plan (the "Plan") of Gadzoox Networks, Inc.
("Registrant") which Plan Registrant assumed in connection with the merger of Gadzoox Acquisition Corporation,
a California corporation and wholly-owned subsidiary of Registrant, into SmartSAN Systems, Inc., a California
corporation. No additional options shall be granted under the Plan.

=============================================================================================================
</TABLE>


<PAGE>   3

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents and information heretofore filed by Registrant
with the Securities and Exchange Commission are hereby incorporated by reference
in this Registration Statement:

      1.    The Registrant's Prospectus filed July 20, 1999 pursuant to Rule
424(b)(1) of the Securities Act of 1933, as amended (the "Securities Act")
relating to the Registrant's initial public offering of its Common Stock.

      2.    The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A dated June 29, 1999, filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of updating such
description.

      3.    The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 30, 1999 and December 31, 1999 filed pursuant to the
Exchange Act.

      4.    The Registrant's Current Report on Form 8-K dated as of March 2,
2000 relating to the merger of Gadzoox Acquisition Corporation, a wholly owned
subsidiary of the Registrant, with and into SmartSAN Systems, Inc. filed
pursuant to the Exchange Act.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be 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.

      As of the date of this prospectus, certain members of Wilson Sonsini
Goodrich & Rosati, Professional Corporation, own or beneficially own shares of
the Registrant's common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

      Article Eighth of the Registrant's restated certificate of incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law.



                                      II-1
<PAGE>   4

      Article VI of the Registrant's bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the Registrant if such
person acted in good faith and in a manner reasonably believed to be in and not
opposed to the best interest of the Registrant, and, with respect to any
criminal action or proceeding, the indemnified party had no reason to believe
his or her conduct was unlawful.

      In addition to indemnification provided for in the Registrant's
certificate of incorporation and bylaws, the Registrant has entered into
indemnification agreements with its directors, executive officers and
controller. The Registrant intends to enter into indemnification agreements with
any new directors and executive officers in the future.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                               DESCRIPTION
------                               -----------
<S>         <C>
  4.1       1998 Equity Incentive Plan and form of agreements thereunder.

  5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation, counsel to the Registrant.

  23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.

  23.2      Consent of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation, counsel to the Registrant (contained in Exhibit 5.1).

  24.1      Power of Attorney (see page II-4).
</TABLE>

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 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.

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

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

      B.    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.



                                      II-2
<PAGE>   5

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



                                      II-3
<PAGE>   6

                                   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 San Jose, State of California, on April 24,
2000.

                                          GADZOOX NETWORKS, INC.



                                          By:  /s/ CHRISTINE E. MUNSON
                                             ----------------------------------
                                               Christine E. Munson,
                                               Chief Financial Officer,
                                               Vice President, Finance and
                                               Administration



                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bill Sickler and Christine E. Munson, and
each of them acting individually, as his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution, to sign and
execute on behalf of the undersigned any and all amendments (including
post-effective amendments) to this Registration Statement, any registration
statement for the same offering covered by this Registration Statement that is
to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended, and all post-effective amendments thereto,
and to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting 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 in
and about the foregoing, as fully to all intents and purposes as the undersigned
might or could do in person, and each of the undersigned does hereby ratify and
confirm all that such attorneys-in-fact and agents or any of them, or any
substitutes, may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
         SIGNATURE                               TITLE                                   DATE
         ---------                               -----                                   ----
<S>                             <C>                                                   <C>
/s/ K. WILLIAM SICKLER          President, Chief Executive Officer and Director       April 24, 2000
---------------------------     (Principal Executive Officer)
K. William Sickler


/s/ CHRISTINE E. MUNSON         Chief Financial Officer, Vice President, Finance      April 24, 2000
---------------------------     and Administration (Principal Financial and
Christine E. Munson             Accounting Officer)
</TABLE>



                                      II-4
<PAGE>   7

<TABLE>
<CAPTION>
         SIGNATURE                               TITLE                                   DATE
         ---------                               -----                                   ----
<S>                             <C>                                                   <C>
/s/ MILTON CHANG                Director                                              April 24, 2000
---------------------------
Milton Chang


/s/ DENNY R.S. KO               Director                                              April 24, 2000
---------------------------
Denny R.S. Ko


/s/ PETER MORRIS                Director                                              April 24, 2000
---------------------------
Peter Morris


/s/ STEPHEN J. LUZCO            Director                                              April 24, 2000
---------------------------
Stephen J. Luzco


/s/ ROBERT KUHLING              Director                                              April 24, 2000
---------------------------
Robert Kuhling
</TABLE>



                                      II-5
<PAGE>   8






                       SECURITIES AND EXCHANGE COMMISSION


                                WASHINGTON, D.C.

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

                                    EXHIBITS

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

                       REGISTRATION STATEMENT ON FORM S-8

                             GADZOOX NETWORKS, INC.



<PAGE>   9

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

EXHIBIT
NUMBER                             DESCRIPTION
------                             -----------
<S>         <C>
  4.1       1998 Equity Incentive Plan and form of agreements thereunder.

  5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation, counsel to the Registrant.

  23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.

  23.2      Consent of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation, counsel to the Registrant (contained in Exhibit 5.1).

  24.1      Power of Attorney (see page II-4).

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17364}]
{"company-data": {"conformed-name": "GADZOOX NETWORKS INC", "cik": "0001084722", "assigned-sic": "3670", "irs-number": "770308899", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35500", "film-number": "607568"}, "business-address": {"street1": "5850 HELLYER AVENUE", "city": "SAN JOSE", "state": "CA", "zip": "951381004", "phone": "4083606005"}, "mail-address": {"street1": "5850 HELLYER AVENUE", "city": "SAN JOSE", "state": "CA", "zip": "951381004"}}
1
         As filed with the Securities and Exchange Commission on April ___, 2000
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             GADZOOX NETWORKS, INC.
             (Exact name of Registrant as specified in its charter)
Delaware                                       77-0308899
(State of Incorporation)                 (I.R.S. Employer Identification Number)
5850 Hellyer Avenue
                            San Jose, California 95138
                    (Address of Principal Executive Offices)

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

                           1998 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

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

                               K. William Sickler
                      President and Chief Executive Officer
                             GADZOOX NETWORKS, INC.
                               5850 Hellyer Avenue
                           San Jose, California 95138
                     (Name and address of agent for service)
                                 (408) 360-4950
          (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                             Judith M. O'Brien, Esq.
                        WILSON SONSINI GOODRICH & ROSATI,
                            PROFESSIONAL CORPORATION
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                            Telephone: (650) 493-9300

================================================================================
2
=============================================================================================================

                                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
      TITLE OF SECURITIES TO             AMOUNT      PROPOSED MAXIMUM    PROPOSED MAXIMUM     AMOUNT OF
           BE REGISTERED                 TO BE         OFFERING PRICE        AGGREGATE       REGISTRATION
                                      REGISTERED(1)     PER SHARE(2)     OFFERING PRICE(2)      FEE(3)
-------------------------------------------------------------------------------------------------------------
Common Stock, $0.005 par value
per share, to be issued under the:

1998 Equity Incentive Plan                108,376         $4.0093             $434,512          $114.71

--------------
(1)   Amount of securities to be registered computed in accordance with Rule 457(h) of the Securities Act of
      1933, as amended, as the maximum number of the Registrant's Common Stock issuable under the 1998 Equity
      Incentive Plan.

(2)   The registration fee for the shares of Common Stock to be issued under the 1998 Equity Incentive Plan,
      an employee stock option plan, was calculated in accordance with Rule 457(h) of the Securities Act upon
      the basis of the weighted average price of $4.0093 at which the options may be exercised.

(3)   Amount of registration fee was calculated pursuant to Section 6(b) of the Securities Act which provides
      that the fee shall be $264 per $1,000,000 of the proposed maximum aggregate offering price of the
      securities proposed to be registered.

                                               EXPLANATORY NOTE

      This Registration Statement relates to 108,376 shares of Common Stock to be issued in the future upon
exercise of options issued under the 1998 Equity Incentive Plan (the "Plan") of Gadzoox Networks, Inc.
("Registrant") which Plan Registrant assumed in connection with the merger of Gadzoox Acquisition Corporation,
a California corporation and wholly-owned subsidiary of Registrant, into SmartSAN Systems, Inc., a California
corporation. No additional options shall be granted under the Plan.

=============================================================================================================
3

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents and information heretofore filed by Registrant
with the Securities and Exchange Commission are hereby incorporated by reference
in this Registration Statement:

      1.    The Registrant's Prospectus filed July 20, 1999 pursuant to Rule
424(b)(1) of the Securities Act of 1933, as amended (the "Securities Act")
relating to the Registrant's initial public offering of its Common Stock.

      2.    The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A dated June 29, 1999, filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of updating such
description.

      3.    The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 30, 1999 and December 31, 1999 filed pursuant to the
Exchange Act.

      4.    The Registrant's Current Report on Form 8-K dated as of March 2,
2000 relating to the merger of Gadzoox Acquisition Corporation, a wholly owned
subsidiary of the Registrant, with and into SmartSAN Systems, Inc. filed
pursuant to the Exchange Act.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be 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.

      As of the date of this prospectus, certain members of Wilson Sonsini
Goodrich & Rosati, Professional Corporation, own or beneficially own shares of
the Registrant's common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

      Article Eighth of the Registrant's restated certificate of incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law.

                                      II-1
4

      Article VI of the Registrant's bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the Registrant if such
person acted in good faith and in a manner reasonably believed to be in and not
opposed to the best interest of the Registrant, and, with respect to any
criminal action or proceeding, the indemnified party had no reason to believe
his or her conduct was unlawful.

      In addition to indemnification provided for in the Registrant's
certificate of incorporation and bylaws, the Registrant has entered into
indemnification agreements with its directors, executive officers and
controller. The Registrant intends to enter into indemnification agreements with
any new directors and executive officers in the future.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8. EXHIBITS.
EXHIBIT
NUMBER                               DESCRIPTION
------                               -----------
4.1       1998 Equity Incentive Plan and form of agreements thereunder.

  5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation, counsel to the Registrant.

  23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.

  23.2      Consent of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation, counsel to the Registrant (contained in Exhibit 5.1).

  24.1      Power of Attorney (see page II-4).
ITEM 9. UNDERTAKINGS.

      A.    The undersigned Registrant hereby undertakes:

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

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

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

      B.    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-2
5

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

                                      II-3
6

                                   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 San Jose, State of California, on April 24,
2000.

                                          GADZOOX NETWORKS, INC.

                                          By:  /s/ CHRISTINE E. MUNSON
                                             ----------------------------------
                                               Christine E. Munson,
                                               Chief Financial Officer,
                                               Vice President, Finance and
                                               Administration

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bill Sickler and Christine E. Munson, and
each of them acting individually, as his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution, to sign and
execute on behalf of the undersigned any and all amendments (including
post-effective amendments) to this Registration Statement, any registration
statement for the same offering covered by this Registration Statement that is
to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended, and all post-effective amendments thereto,
and to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting 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 in
and about the foregoing, as fully to all intents and purposes as the undersigned
might or could do in person, and each of the undersigned does hereby ratify and
confirm all that such attorneys-in-fact and agents or any of them, or any
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                               TITLE                                   DATE
         ---------                               -----                                   ----
/s/ K. WILLIAM SICKLER          President, Chief Executive Officer and Director       April 24, 2000
---------------------------     (Principal Executive Officer)
K. William Sickler

/s/ CHRISTINE E. MUNSON         Chief Financial Officer, Vice President, Finance      April 24, 2000
---------------------------     and Administration (Principal Financial and
Christine E. Munson             Accounting Officer)
II-4
7
SIGNATURE                               TITLE                                   DATE
         ---------                               -----                                   ----
/s/ MILTON CHANG                Director                                              April 24, 2000
---------------------------
Milton Chang

/s/ DENNY R.S. KO               Director                                              April 24, 2000
---------------------------
Denny R.S. Ko

/s/ PETER MORRIS                Director                                              April 24, 2000
---------------------------
Peter Morris

/s/ STEPHEN J. LUZCO            Director                                              April 24, 2000
---------------------------
Stephen J. Luzco

/s/ ROBERT KUHLING              Director                                              April 24, 2000
---------------------------
Robert Kuhling
II-5
8

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

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

                                    EXHIBITS

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

                       REGISTRATION STATEMENT ON FORM S-8

                             GADZOOX NETWORKS, INC.
9

                                INDEX TO EXHIBITS
EXHIBIT
NUMBER                             DESCRIPTION
------                             -----------
4.1       1998 Equity Incentive Plan and form of agreements thereunder.

  5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation, counsel to the Registrant.

  23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.

  23.2      Consent of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation, counsel to the Registrant (contained in Exhibit 5.1).

  24.1      Power of Attorney (see page II-4).