<PAGE>   1

      As Filed with the Securities and Exchange Commission on March 2, 2001
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

                               EMULEX CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                            51-0300558
(State or Other Jurisdiction of                                (IRS Employer
 Incorporation or Organization)                              Identification No.)

       3535 Harbor Boulevard
       Costa Mesa, California                                       92626
(Address of Principal Executive Offices)                          (Zip Code)

                      GIGANET, INC. 1995 STOCK OPTION PLAN
                            (Full Title of the Plans)

                                 PAUL F. FOLINO
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               EMULEX CORPORATION
                              3535 Harbor Boulevard
                          Costa Mesa, California 92626
                     (Name and Address of Agent for Service)

                                 (714) 662-5600
          (Telephone number, including area code, of agent for service)

                                   ----------

                          Copies of Communications to:

                            ROBERT M. STEINBERG, ESQ.
                      JEFFER, MANGELS, BUTLER & MARMARO LLP
                      2121 Avenue of the Stars, Tenth Floor
                          Los Angeles, California 90067
                                 (310) 203-8080
                               Fax: (310) 203-0567


<PAGE>   2

                            CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
      Title of Securities                  Amount                 Proposed                Proposed                 Amount of
             to be                          to be             Maximum Offering        Maximum Aggregate          Registration
         Registered(1)                Registered(1)(2)        Price Per Share(3)      Offering Price(3)             Fee(3)
-----------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                     <C>                    <C>                         <C>
Common Stock, par value $0.10         1,248,865 shares              $3.00                $3,746,595               $936.65
per share, to be issued under
Giganet, Inc. 1995 Stock Option
Plan
=============================================================================================================================
</TABLE>

(1)  Represents the shares of Common Stock of the Registrant issuable upon
     exercise of options granted under the Giganet, Inc. 1995 Stock Option Plan,
     all of which options were assumed by the Registrant in connection with the
     merger of GEMX Network Sub, Inc., a wholly-owned subsidiary of the
     Registrant, with and into Giganet, Inc. on March 1, 2001.

(2)  Pursuant to Rule 416(a), also covers additional securities that may be
     offered as a result of stock splits, stock dividends or similar
     transactions. Registered securities include attached preferred stock
     purchase rights issuable pursuant to the Registrant's existing Rights Plan.

(3)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933
     solely for the purpose of calculating the total registration fee based on
     the price at which outstanding options may be exercised, the weighted
     average of which is approximately $3.00.


<PAGE>   3

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          All information required by Part I to be contained in the prospectus
is omitted from this Registration Statement on Form S-8 in accordance with Rule
428 under the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          This Registration Statement on Form S-8 registers shares of the
Registrant's Common Stock which may be issued in connection with, or in respect
of, options (the "Giganet Options") to purchase shares of common stock, par
value $.10 per share (the "Giganet Stock") of Giganet, Inc., a Massachusetts
corporation ("Giganet"), outstanding pursuant to the Giganet, Inc. 1995 Stock
Option Plan.

     The Agreement and Plan of Merger, dated as of December 7, 2000 (together
with Amendment No. 1 thereto dated as of February 7, 2001, the "Merger
Agreement"), among the Registrant, GEMX Network Sub, Inc., a Massachusetts
corporation and wholly-owned subsidiary of the Registrant ("Merger Sub"),
Giganet, and a committee consisting of David Follett, Paul Palmer and Gerald
Lodge, as Stockholder Representative, provides that, at the effective time
("Effective Time") of the merger of Merger Sub with and into Giganet, each
Giganet Option shall be assumed by the Registrant and converted into an option
to acquire, on substantially the same terms and conditions as were applicable
under such Giganet Option, the number of whole shares of Registrant's Common
Stock equal to the number of shares of Giganet Stock that were issuable upon
exercise of such Giganet Option immediately prior to the Effective Time
multiplied by an exchange ratio of .4290936, with any fractional shares of
Common Stock resulting from such calculation being rounded down to the nearest
whole share, at a per share exercise price equal to the exercise price per share
of Giganet Stock at which such Giganet Option was exercisable immediately prior
to the Effective Time divided by such exchange ratio (rounded up to the nearest
whole cent).

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents are incorporated by this reference into this
Registration Statement:

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended July 2, 2000, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

          (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended October 1, 2000 and December 31, 2000, filed pursuant to Section 13 of the
Exchange Act.

          (c) The Registrant's Current Report on Form 8-K, filed on December 21,
2000.

          (d) The description of the Registrant's Common Stock to be offered
hereby which is contained in its Registration Statement on Form 8-A filed March
28, 1983 pursuant to Section 12 of the Exchange Act.

          (e) The description of the Registrant's preferred stock purchase
rights contained in the Registrant's Registration Statement on Form 8-A dated
February 2, 1986.

          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 registered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents, except as to any
portion of any future annual or quarterly report to stockholders or document
that is not deemed filed under such provisions. For purposes of this
registration statement, any statement in a document incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained in this registration statement modifies or supersedes a statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.


<PAGE>   4

ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          As permitted by Section 145 of the Delaware General Corporation Law
("Section 145"), the Registrant's Certificate of Incorporation provides that the
directors will not be liable to the Registrant or to any Stockholder for
monetary damages for breach of fiduciary duty as a director, to the full extent
that such limitation or elimination of liability is permitted under Delaware
law.

          Also as permitted by Section 145, the Registrant's Bylaws provide that
the Registrant will indemnify its directors and officers to the full extent
permitted under Delaware law. Pursuant to the Bylaws and Section 145, the
Registrant will indemnify each director and officer against any liability
incurred in connection with any action, suit, proceeding or investigation in
which he may be involved by reason of serving in such capacity at the request of
the Registrant.

          Each director and officer is also entitled to indemnification against
costs and expenses (including attorneys' fees) incurred in defending or
investigating any action, suit, proceeding or investigation in which he may be
involved by reason of serving in such capacity at the request of the Registrant.
The Bylaws and indemnity agreements entered into between the Registrant and each
of its directors require the Registrant to advance funds to a director or
officer for such costs and expenses (including attorneys' fees) upon receipt of
an undertaking in writing by such director or officer to repay such amounts if
it is ultimately determined that he or she is not entitled to be indemnified.
Notwithstanding the foregoing, no advance shall be made by the Registrant if a
determination is reasonably and promptly made by the Board by a majority vote of
a quorum of disinterested directors, or (if such a quorum is not obtainable or,
even if obtainable, a quorum of disinterested directors so directs) by
independent legal counsel, that based upon the facts known to the Board or
counsel at the time such determination is made: (i) the director or officer
acted in bad faith or deliberately breached his duty to the Registrant or its
stockholders; and (ii) as a result of such actions by the director or officer,
it is more likely than not that it will ultimately be determined that such
director or officer is not entitled to indemnification.

          The indemnification and advancement of expenses provided by the Bylaws
and any indemnity agreements are not exclusive of any other rights to which a
director or officer seeking indemnification or advancement of expenses may be
entitled under the Bylaws, indemnity agreements, any vote of stockholders or
disinterested directors or otherwise. The indemnification and advancement of
expenses provided by the Bylaws and the indemnity agreements continue as to a
person who has ceased to be a director or officer and inure to the benefit of
the heirs, executors and administrators of such a person.

          The Registrant has purchased a directors' and officers' liability
insurance policy insuring directors and officers of the Registrant against any
liability asserted against such person and incurred by such person in any such
capacity, whether or not the Registrant would have the power to indemnify such
person against such liability under the Bylaws or any indemnity agreement.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

ITEM 8.   EXHIBITS

          The following exhibits are filed as part of this Registration
Statement:


<PAGE>   5

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

4.1               Certificate of Incorporation (incorporated by reference to
                  Exhibit 3.1 to Registration Statement on Form S-4 (File No.
                  33-9995) filed November 6, 1986, as amended by post-effective
                  amendment filed on June 15, 1989).

4.2               Amendment to Certificate of Incorporation (incorporated by
                  reference to Annex B to the Registrant's Proxy Statement dated
                  January 24, 1994, filed January 24, 1994, for the Special
                  Meeting of Stockholders held on February 24, 1994).

4.3               Certificate of Amendment of Certificate of Incorporation of
                  the Registrant, effective December 15, 1999 (incorporated by
                  reference to Exhibit 3.3 to the Registrant's Annual Report on
                  Form 10-K filed September 18, 2000).

4.4               Amendment to Certificate of Incorporation (incorporated by
                  reference to Appendix A to Exhibit 3.4 to the Registrant's
                  Quarterly Report on Form 10-Q filed on February 14, 2001).

4.5               By-laws (incorporated by reference to Exhibit 4.2 to
                  Registration Statement on Form S-8 (File No. 33-40959) filed
                  June 3, 1991).

5.1               Opinion of Jeffer, Mangels, Butler & Marmaro LLP as to
                  legality of securities being registered.

23.1              Consent of KPMG LLP.

23.2              Consent of Jeffer, Mangels, Butler & Marmaro LLP (reference is
                  made to Exhibit 5.1).

24.1              Power of Attorney (contained on page II-2).

99.1              Giganet, Inc. 1995 Stock Option Plan.

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 the Registration Statement or any material change to such
information in the Registration Statement;

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

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered, which remain unsold at the
termination of the 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 into 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the


<PAGE>   6

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.


<PAGE>   7

                                   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
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 Costa Mesa, State of California, on the 2nd day of
March, 2001.

                               EMULEX CORPORATION


                               By:  /s/ PAUL F. FOLINO
                                    --------------------------------------------
                                        Paul F. Folino, President and
                                        Chief Executive Officer

                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul F. Folino and Robert H. Goon,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, 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 below by the following persons on behalf
of the Registrant in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
     SIGNATURE                                  TITLE                               DATE
     ---------                                  -----                               ----
<S>                              <C>                                            <C>
/s/ PAUL F. FOLINO               President, Chief Executive Officer and         March 2, 2001
-------------------------        Director (Principal Executive Officer)
PAUL F. FOLINO

/s/ FRED B. COX                  Chairman of the Board and Director             March 2, 2001
-------------------------
FRED B. COX

/s/ MICHAEL J. ROCKENBACH        Chief Financial Officer (Principal             March 2, 2001
-------------------------        Financial Officer and Accounting
MICHAEL J. ROCKENBACH            Officer)

/s/ MICHAEL P. DOWNEY            Director                                       March 2, 2001
-------------------------
MICHAEL P. DOWNEY

/s/ BRUCE C. EDWARDS             Director                                       March 2, 2001
-------------------------
BRUCE C. EDWARDS

/s/ ROBERT H. GOON               Director                                       March 2, 2001
-------------------------
ROBERT H. GOON

/s/ DON M. LYLE                  Director                                       March 2, 2001
-------------------------
DON M. LYLE
</TABLE>


<PAGE>   8

                                INDEX TO EXHIBITS

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

4.1               Certificate of Incorporation (incorporated by reference to
                  Exhibit 3.1 to Registration Statement on Form S-4 (File No.
                  33-9995) filed November 6, 1986, as amended by post-effective
                  amendment filed on June 15, 1989).

4.2               Amendment to Certificate of Incorporation (incorporated by
                  reference to Annex B to the Registrant's Proxy Statement dated
                  January 24, 1994, filed January 24, 1994, for the Special
                  Meeting of Stockholders held on February 24, 1994).

4.3               Certificate of Amendment of Certificate of Incorporation of
                  the Registrant, effective December 15, 1999 (incorporated by
                  reference to Exhibit 3.3 to the Registrant's Annual Report on
                  Form 10-K filed September 18, 2000).

4.4               Amendment to Certificate of Incorporation (incorporated by
                  reference to Appendix A to Exhibit 3.4 to the Registrant's
                  Quarterly Report on Form 10-Q filed on February 14, 2001).

4.5               By-laws (incorporated by reference to Exhibit 4.2 to
                  Registration Statement on Form S-8 (File No. 33-40959) filed
                  June 3, 1991).

5.1               Opinion of Jeffer, Mangels, Butler & Marmaro LLP as to
                  legality of securities being registered.

23.1              Consent of KPMG LLP.

23.2              Consent of Jeffer, Mangels, Butler & Marmaro LLP (reference is
                  made to Exhibit 5.1).

24.1              Power of Attorney (contained on page II-2).

99.1              Giganet, Inc. 1995 Stock Option Plan.
[{"type": "S-8", "sequence": "1", "filename": "a70099ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21696}]
{"company-data": {"conformed-name": "EMULEX CORP /DE/", "cik": "0000350917", "assigned-sic": "3576", "irs-number": "510300558", "state-of-incorporation": "DE", "fiscal-year-end": "0627"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56440", "film-number": "1560059"}, "business-address": {"street1": "3535 HARBOR BLVD", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7146625600"}, "mail-address": {"street1": "3535 HARBOR BOULEVARD", "city": "COSTA MESA", "state": "CA", "zip": "92626"}}
1

      As Filed with the Securities and Exchange Commission on March 2, 2001
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

                               EMULEX CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                            51-0300558
(State or Other Jurisdiction of                                (IRS Employer
 Incorporation or Organization)                              Identification No.)

       3535 Harbor Boulevard
       Costa Mesa, California                                       92626
(Address of Principal Executive Offices)                          (Zip Code)

                      GIGANET, INC. 1995 STOCK OPTION PLAN
                            (Full Title of the Plans)

                                 PAUL F. FOLINO
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               EMULEX CORPORATION
                              3535 Harbor Boulevard
                          Costa Mesa, California 92626
                     (Name and Address of Agent for Service)

                                 (714) 662-5600
          (Telephone number, including area code, of agent for service)

                                   ----------

                          Copies of Communications to:

                            ROBERT M. STEINBERG, ESQ.
                      JEFFER, MANGELS, BUTLER & MARMARO LLP
                      2121 Avenue of the Stars, Tenth Floor
                          Los Angeles, California 90067
                                 (310) 203-8080
                               Fax: (310) 203-0567
2

                            CALCULATION OF REGISTRATION FEE
=============================================================================================================================
      Title of Securities                  Amount                 Proposed                Proposed                 Amount of
             to be                          to be             Maximum Offering        Maximum Aggregate          Registration
         Registered(1)                Registered(1)(2)        Price Per Share(3)      Offering Price(3)             Fee(3)
-----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10         1,248,865 shares              $3.00                $3,746,595               $936.65
per share, to be issued under
Giganet, Inc. 1995 Stock Option
Plan
=============================================================================================================================
(1)  Represents the shares of Common Stock of the Registrant issuable upon
     exercise of options granted under the Giganet, Inc. 1995 Stock Option Plan,
     all of which options were assumed by the Registrant in connection with the
     merger of GEMX Network Sub, Inc., a wholly-owned subsidiary of the
     Registrant, with and into Giganet, Inc. on March 1, 2001.

(2)  Pursuant to Rule 416(a), also covers additional securities that may be
     offered as a result of stock splits, stock dividends or similar
     transactions. Registered securities include attached preferred stock
     purchase rights issuable pursuant to the Registrant's existing Rights Plan.

(3)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933
     solely for the purpose of calculating the total registration fee based on
     the price at which outstanding options may be exercised, the weighted
     average of which is approximately $3.00.
3

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          All information required by Part I to be contained in the prospectus
is omitted from this Registration Statement on Form S-8 in accordance with Rule
428 under the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          This Registration Statement on Form S-8 registers shares of the
Registrant's Common Stock which may be issued in connection with, or in respect
of, options (the "Giganet Options") to purchase shares of common stock, par
value $.10 per share (the "Giganet Stock") of Giganet, Inc., a Massachusetts
corporation ("Giganet"), outstanding pursuant to the Giganet, Inc. 1995 Stock
Option Plan.

     The Agreement and Plan of Merger, dated as of December 7, 2000 (together
with Amendment No. 1 thereto dated as of February 7, 2001, the "Merger
Agreement"), among the Registrant, GEMX Network Sub, Inc., a Massachusetts
corporation and wholly-owned subsidiary of the Registrant ("Merger Sub"),
Giganet, and a committee consisting of David Follett, Paul Palmer and Gerald
Lodge, as Stockholder Representative, provides that, at the effective time
("Effective Time") of the merger of Merger Sub with and into Giganet, each
Giganet Option shall be assumed by the Registrant and converted into an option
to acquire, on substantially the same terms and conditions as were applicable
under such Giganet Option, the number of whole shares of Registrant's Common
Stock equal to the number of shares of Giganet Stock that were issuable upon
exercise of such Giganet Option immediately prior to the Effective Time
multiplied by an exchange ratio of .4290936, with any fractional shares of
Common Stock resulting from such calculation being rounded down to the nearest
whole share, at a per share exercise price equal to the exercise price per share
of Giganet Stock at which such Giganet Option was exercisable immediately prior
to the Effective Time divided by such exchange ratio (rounded up to the nearest
whole cent).

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents are incorporated by this reference into this
Registration Statement:

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended July 2, 2000, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

          (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended October 1, 2000 and December 31, 2000, filed pursuant to Section 13 of the
Exchange Act.

          (c) The Registrant's Current Report on Form 8-K, filed on December 21,
2000.

          (d) The description of the Registrant's Common Stock to be offered
hereby which is contained in its Registration Statement on Form 8-A filed March
28, 1983 pursuant to Section 12 of the Exchange Act.

          (e) The description of the Registrant's preferred stock purchase
rights contained in the Registrant's Registration Statement on Form 8-A dated
February 2, 1986.

          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 registered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents, except as to any
portion of any future annual or quarterly report to stockholders or document
that is not deemed filed under such provisions. For purposes of this
registration statement, any statement in a document incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained in this registration statement modifies or supersedes a statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
4

ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          As permitted by Section 145 of the Delaware General Corporation Law
("Section 145"), the Registrant's Certificate of Incorporation provides that the
directors will not be liable to the Registrant or to any Stockholder for
monetary damages for breach of fiduciary duty as a director, to the full extent
that such limitation or elimination of liability is permitted under Delaware
law.

          Also as permitted by Section 145, the Registrant's Bylaws provide that
the Registrant will indemnify its directors and officers to the full extent
permitted under Delaware law. Pursuant to the Bylaws and Section 145, the
Registrant will indemnify each director and officer against any liability
incurred in connection with any action, suit, proceeding or investigation in
which he may be involved by reason of serving in such capacity at the request of
the Registrant.

          Each director and officer is also entitled to indemnification against
costs and expenses (including attorneys' fees) incurred in defending or
investigating any action, suit, proceeding or investigation in which he may be
involved by reason of serving in such capacity at the request of the Registrant.
The Bylaws and indemnity agreements entered into between the Registrant and each
of its directors require the Registrant to advance funds to a director or
officer for such costs and expenses (including attorneys' fees) upon receipt of
an undertaking in writing by such director or officer to repay such amounts if
it is ultimately determined that he or she is not entitled to be indemnified.
Notwithstanding the foregoing, no advance shall be made by the Registrant if a
determination is reasonably and promptly made by the Board by a majority vote of
a quorum of disinterested directors, or (if such a quorum is not obtainable or,
even if obtainable, a quorum of disinterested directors so directs) by
independent legal counsel, that based upon the facts known to the Board or
counsel at the time such determination is made: (i) the director or officer
acted in bad faith or deliberately breached his duty to the Registrant or its
stockholders; and (ii) as a result of such actions by the director or officer,
it is more likely than not that it will ultimately be determined that such
director or officer is not entitled to indemnification.

          The indemnification and advancement of expenses provided by the Bylaws
and any indemnity agreements are not exclusive of any other rights to which a
director or officer seeking indemnification or advancement of expenses may be
entitled under the Bylaws, indemnity agreements, any vote of stockholders or
disinterested directors or otherwise. The indemnification and advancement of
expenses provided by the Bylaws and the indemnity agreements continue as to a
person who has ceased to be a director or officer and inure to the benefit of
the heirs, executors and administrators of such a person.

          The Registrant has purchased a directors' and officers' liability
insurance policy insuring directors and officers of the Registrant against any
liability asserted against such person and incurred by such person in any such
capacity, whether or not the Registrant would have the power to indemnify such
person against such liability under the Bylaws or any indemnity agreement.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

ITEM 8.   EXHIBITS

          The following exhibits are filed as part of this Registration
Statement:
5

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

4.1               Certificate of Incorporation (incorporated by reference to
                  Exhibit 3.1 to Registration Statement on Form S-4 (File No.
                  33-9995) filed November 6, 1986, as amended by post-effective
                  amendment filed on June 15, 1989).

4.2               Amendment to Certificate of Incorporation (incorporated by
                  reference to Annex B to the Registrant's Proxy Statement dated
                  January 24, 1994, filed January 24, 1994, for the Special
                  Meeting of Stockholders held on February 24, 1994).

4.3               Certificate of Amendment of Certificate of Incorporation of
                  the Registrant, effective December 15, 1999 (incorporated by
                  reference to Exhibit 3.3 to the Registrant's Annual Report on
                  Form 10-K filed September 18, 2000).

4.4               Amendment to Certificate of Incorporation (incorporated by
                  reference to Appendix A to Exhibit 3.4 to the Registrant's
                  Quarterly Report on Form 10-Q filed on February 14, 2001).

4.5               By-laws (incorporated by reference to Exhibit 4.2 to
                  Registration Statement on Form S-8 (File No. 33-40959) filed
                  June 3, 1991).

5.1               Opinion of Jeffer, Mangels, Butler & Marmaro LLP as to
                  legality of securities being registered.

23.1              Consent of KPMG LLP.

23.2              Consent of Jeffer, Mangels, Butler & Marmaro LLP (reference is
                  made to Exhibit 5.1).

24.1              Power of Attorney (contained on page II-2).

99.1              Giganet, Inc. 1995 Stock Option Plan.

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 the Registration Statement or any material change to such
information in the Registration Statement;

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

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered, which remain unsold at the
termination of the 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 into 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
6

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.
7

                                   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
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 Costa Mesa, State of California, on the 2nd day of
March, 2001.

                               EMULEX CORPORATION

                               By:  /s/ PAUL F. FOLINO
                                    --------------------------------------------
                                        Paul F. Folino, President and
                                        Chief Executive Officer

                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul F. Folino and Robert H. Goon,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, 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 below by the following persons on behalf
of the Registrant in the capacities and on the dates indicated.
SIGNATURE                                  TITLE                               DATE
     ---------                                  -----                               ----
/s/ PAUL F. FOLINO               President, Chief Executive Officer and         March 2, 2001
-------------------------        Director (Principal Executive Officer)
PAUL F. FOLINO

/s/ FRED B. COX                  Chairman of the Board and Director             March 2, 2001
-------------------------
FRED B. COX

/s/ MICHAEL J. ROCKENBACH        Chief Financial Officer (Principal             March 2, 2001
-------------------------        Financial Officer and Accounting
MICHAEL J. ROCKENBACH            Officer)

/s/ MICHAEL P. DOWNEY            Director                                       March 2, 2001
-------------------------
MICHAEL P. DOWNEY

/s/ BRUCE C. EDWARDS             Director                                       March 2, 2001
-------------------------
BRUCE C. EDWARDS

/s/ ROBERT H. GOON               Director                                       March 2, 2001
-------------------------
ROBERT H. GOON

/s/ DON M. LYLE                  Director                                       March 2, 2001
-------------------------
DON M. LYLE
8

                                INDEX TO EXHIBITS

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

4.1               Certificate of Incorporation (incorporated by reference to
                  Exhibit 3.1 to Registration Statement on Form S-4 (File No.
                  33-9995) filed November 6, 1986, as amended by post-effective
                  amendment filed on June 15, 1989).

4.2               Amendment to Certificate of Incorporation (incorporated by
                  reference to Annex B to the Registrant's Proxy Statement dated
                  January 24, 1994, filed January 24, 1994, for the Special
                  Meeting of Stockholders held on February 24, 1994).

4.3               Certificate of Amendment of Certificate of Incorporation of
                  the Registrant, effective December 15, 1999 (incorporated by
                  reference to Exhibit 3.3 to the Registrant's Annual Report on
                  Form 10-K filed September 18, 2000).

4.4               Amendment to Certificate of Incorporation (incorporated by
                  reference to Appendix A to Exhibit 3.4 to the Registrant's
                  Quarterly Report on Form 10-Q filed on February 14, 2001).

4.5               By-laws (incorporated by reference to Exhibit 4.2 to
                  Registration Statement on Form S-8 (File No. 33-40959) filed
                  June 3, 1991).

5.1               Opinion of Jeffer, Mangels, Butler & Marmaro LLP as to
                  legality of securities being registered.

23.1              Consent of KPMG LLP.

23.2              Consent of Jeffer, Mangels, Butler & Marmaro LLP (reference is
                  made to Exhibit 5.1).

24.1              Power of Attorney (contained on page II-2).

99.1              Giganet, Inc. 1995 Stock Option Plan.