<PAGE>   1

      As filed with the Securities and Exchange Commission on July 20, 1999
                                               Registration No. 333-____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

            DELAWARE                                      75-2269056
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

                        1255 WEST 15TH STREET, SUITE 600
                               PLANO, TEXAS 75075
               (Address of principal executive offices) (Zip Code)

                      1998 STOCK OPTION/STOCK ISSUANCE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                                 ELIE S. AKILIAN
                        PRESIDENT, CHIEF EXECUTIVE OFFICE
                                  AND DIRECTOR
                             INET TECHNOLOGIES, INC.
                        1255 WEST 15TH STREET, SUITE 600
                               PLANO, TEXAS 75075
                     (Name and address of agent for service)
                                 (972) 578-6100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                      Proposed              Proposed
                 Title of                                             Maximum               Maximum
                Securities                      Amount                Offering             Aggregate             Amount of
                  to be                          to be                 Price                Offering            Registration
                Registered                   Registered(1)           per Share                Price                 Fee
                ----------                   -------------           ---------             ---------            ------------
<S>                                         <C>                        <C>               <C>                    <C>
   1998 Stock Option/Stock Issuance Plan    5,923,950 shares           $29.00 (2)        $171,794,550.00 (2)    $47,758.88
   Common Stock, $0.001 par value
                                              826,050 shares           $0.64 (3)          $528,672.00 (3)        $146.97

   Employee Stock Purchase Plan
   Common Stock, $0.001 par value             750,000 shares           $29.00(2)          $21,750,000.00(2)     $6,046.50
                                                                                                                ---------

   Aggregate Registration Fee                                                                                   $53,952.35
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the Employee Stock Purchase Plan
      or the 1998 Stock Option/Stock Issuance Plan by reason of any stock
      dividend, stock split, recapitalization or other similar transaction
      effected without the Registrant's receipt of consideration which results
      in an increase in the number of the outstanding shares of Registrant's
      Common Stock.

(2)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the average of the
      high and low selling prices per share of Registrant's Common Stock on July
      14, 1999, as reported by the Nasdaq National Market.

(3)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the average exercise
      price per share in effect under the outstanding options covering these
      securities.

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

     (a)  The Corporation's Registration Statement No. 333-59753 on Form S-1
          filed with the SEC on July 24, 1998, together with the amendments
          thereto on Form S-1/A filed with the SEC on September 30, 1998, April
          15, 1999 and May 6, 1999, respectively, and the post-effective
          amendment filed on June 2, 1999;

     (b)  The Registrant's prospectus filed with the Commission pursuant to Rule
          424(b) promulgated under the Securities Act of 1933, as amended (the
          "1933 Act") filed with the SEC on May 7, 1999, in connection with the
          Registrant's Registration Statement No. 333-59753, in which there is
          set forth the audited financial statements for the Registrant's fiscal
          year ended December 31, 1998; and

     (c)  The Corporation's Registration Statement No. 000-24707 on Form 8-A12G
          filed with the SEC on July 28, 1998, in which are described the terms,
          rights and provisions applicable to the Corporation's outstanding
          Common Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

          Not Applicable

Item 5.  Interests of Named Experts and Counsel

          Not Applicable.

Item 6.  Indemnification of Directors and Officers

          The Registrant's Certificate of Incorporation limits the liability of
directors of the Registrant (in their capacity as directors but not in their
capacity as officers) to the Registrant or its stockholders to the fullest
extent permitted by the Delaware General Corporations Law. Specifically,
directors will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporations Law, which relates to unlawful payments of dividends or unlawful
stock repurchases or redemptions, or (iv) for any transaction from which the
director derived an improper personal benefit.


                                      II-1
<PAGE>   3

          The Certificate of Incorporation and Bylaws require the directors and
officers of the Registrant to be indemnified and permit the advancement to them
of expenses in connection with actual or threatened proceedings and claims
arising out of their status as such, to the fullest extent permitted by the
Delaware General Corporations Law. Prior to consummation of the offerings, the
Registrant will enter into indemnification agreements with each of its directors
and executive officers that provide for indemnification and expense advancement
to the fullest extent permitted under the Delaware General Corporations Law.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

<TABLE>
<CAPTION>
Exhibit Number             Exhibit
--------------             -------
<S>                        <C>
   4                       Instruments Defining the Rights of Stockholders.
                           Reference is made to Registrant's Registration
                           Statement No. 000-24707 on Form 8-A12G, together with
                           any exhibits thereto, which are incorporated herein
                           by reference pursuant to Item 3(c) to this
                           Registration Statement.
   5                       Opinion and consent of Brobeck, Phleger & Harrison LLP.
   23.1                    Consent of Ernst & Young LLP, Independent Auditors.
   23.2                    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
   24                      Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
   99.1                    1998 Stock Option/Stock Issuance Plan.
   99.2                    Form of Notice of Grant of Stock Option.
   99.3                    Form of Stock Option Agreement.
   99.4                    Form  of  Addendum  to  Stock  Option  Agreement   (Involuntary   Termination  Following
                           Corporate Transaction/Change in Control).
   99.5                    Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
   99.6                    Form of Stock Issuance Agreement.
   99.7                    Form  of  Addendum  to  Stock  Issuance  Agreement  (Involuntary  Termination  Following
                           Corporate Transaction/Change in Control).
   99.8                    Form of Notice of Grant of Non-Employee Director - Automatic Stock Option (Initial).
   99.9                    Form of Notice of Grant of Non-Employee Director - Automatic Stock Option (Annual).
   99.10                   Form of Automatic Stock Option Agreement.
   99.11                   Employee Stock Purchase Plan.
   99.12                   Form of Enrollment/Change Form.
   99.13                   Form of Stock Purchase Agreement.
</TABLE>


                                      II-2
<PAGE>   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: (i) to include any prospectus required by
Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1998
Stock Option/Stock Issuance Plan and Employee Stock Purchase Plan.

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

          C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.


                                      II-3
<PAGE>   5

                                   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 Plano, State of Texas on this 19th day
of July, 1999.

                                        INET TECHNOLOGIES, INC.


                                        By: /s/ ELIE S. AKILIAN
                                           -------------------------------------
                                                  Elie S. Akilian
                                                  Chief Executive Officer,
                                                  President and Director


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

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

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

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

<TABLE>
<CAPTION>
Signature                                       Title                                              Date
---------                                       -----                                              ----
<S>                                             <C>                                            <C>
/s/ SAMUEL S. SIMONIAN                          Chairman of the Board                          July 19, 1999
-------------------------------
Samuel S. Simonian



/s/ ELIE S. AKILIAN                             President, Chief Executive Officer             July 19, 1999
-------------------------------                 and Director
Elie S. Akilian


/s/ MARK A. WEINZIERL                           Executive Vice President,                      July 19, 1999
-------------------------------                 Secretary and Director
Mark A. Weinzierl
</TABLE>


                                      II-4
<PAGE>   6

<TABLE>
<S>                                             <C>                                            <C>
/s/ WILLIAM H. MINA                             Senior Vice President-Finance                  July 19, 1999
-------------------------------                 and Administration and Director
William H. Mina



/s/ JAMES R. ADAMS                              Director                                       July 19, 1999
-------------------------------
James R. Adams



/s/ GRANT A. DOVE                               Director                                       July 19, 1999
-------------------------------
Grant A. Dove
</TABLE>


                                      II-5
<PAGE>   7

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number      Exhibit
--------------      -------
<S>                 <C>
   4                Instruments Defining the Rights of Stockholders.
                    Reference is made to Registrant's Registration
                    Statement No. 000-24707 on Form 8-A12G, together with
                    any exhibits thereto, which are incorporated herein
                    by reference pursuant to Item 3(c) to this
                    Registration Statement.
   5                Opinion and consent of Brobeck, Phleger & Harrison LLP.
   23.1             Consent of Ernst & Young LLP, Independent Auditors.
   23.2             Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
   24               Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
   99.1             1998 Stock Option/Stock Issuance Plan.
   99.2             Form of Notice of Grant of Stock Option.
   99.3             Form of Stock Option Agreement.
   99.4             Form of Addendum to Stock Option Agreement (Involuntary Termination Following
                    Corporate Transaction/Change in Control).
   99.5             Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
   99.6             Form of Stock Issuance Agreement.
   99.7             Form of Addendum to Stock Issuance Agreement (Involuntary Termination Following
                    Corporate Transaction/Change in Control).
   99.8             Form of Notice of Grant of Non-Employee Director - Automatic Stock Option (Initial).
   99.9             Form of Notice of Grant of Non-Employee Director - Automatic Stock Option (Annual).
   99.10            Form of Automatic Stock Option Agreement.
   99.11            Employee Stock Purchase Plan.
   99.12            Form of Enrollment/Change Form.
   99.13            Form of Stock Purchase Agreement.
</TABLE>


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20982}]
{"company-data": {"conformed-name": "INET TECHNOLOGIES INC", "cik": "0001065351", "assigned-sic": "3661", "irs-number": "75269056", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83285", "film-number": "99667322"}, "business-address": {"street1": "1255 WEST 15TH STREET, SUITE 600", "city": "PLANO", "state": "TX", "zip": "75075-7270", "phone": "9725786100"}}
1

      As filed with the Securities and Exchange Commission on July 20, 1999
                                               Registration No. 333-____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

            DELAWARE                                      75-2269056
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

                        1255 WEST 15TH STREET, SUITE 600
                               PLANO, TEXAS 75075
               (Address of principal executive offices) (Zip Code)

                      1998 STOCK OPTION/STOCK ISSUANCE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                                 ELIE S. AKILIAN
                        PRESIDENT, CHIEF EXECUTIVE OFFICE
                                  AND DIRECTOR
                             INET TECHNOLOGIES, INC.
                        1255 WEST 15TH STREET, SUITE 600
                               PLANO, TEXAS 75075
                     (Name and address of agent for service)
                                 (972) 578-6100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
                                                                      Proposed              Proposed
                 Title of                                             Maximum               Maximum
                Securities                      Amount                Offering             Aggregate             Amount of
                  to be                          to be                 Price                Offering            Registration
                Registered                   Registered(1)           per Share                Price                 Fee
                ----------                   -------------           ---------             ---------            ------------
1998 Stock Option/Stock Issuance Plan    5,923,950 shares           $29.00 (2)        $171,794,550.00 (2)    $47,758.88
   Common Stock, $0.001 par value
                                              826,050 shares           $0.64 (3)          $528,672.00 (3)        $146.97

   Employee Stock Purchase Plan
   Common Stock, $0.001 par value             750,000 shares           $29.00(2)          $21,750,000.00(2)     $6,046.50
                                                                                                                ---------

   Aggregate Registration Fee                                                                                   $53,952.35
----------------------------------------------------------------------------------------------------------------------------
(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the Employee Stock Purchase Plan
      or the 1998 Stock Option/Stock Issuance Plan by reason of any stock
      dividend, stock split, recapitalization or other similar transaction
      effected without the Registrant's receipt of consideration which results
      in an increase in the number of the outstanding shares of Registrant's
      Common Stock.

(2)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the average of the
      high and low selling prices per share of Registrant's Common Stock on July
      14, 1999, as reported by the Nasdaq National Market.

(3)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the average exercise
      price per share in effect under the outstanding options covering these
      securities.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

     (a)  The Corporation's Registration Statement No. 333-59753 on Form S-1
          filed with the SEC on July 24, 1998, together with the amendments
          thereto on Form S-1/A filed with the SEC on September 30, 1998, April
          15, 1999 and May 6, 1999, respectively, and the post-effective
          amendment filed on June 2, 1999;

     (b)  The Registrant's prospectus filed with the Commission pursuant to Rule
          424(b) promulgated under the Securities Act of 1933, as amended (the
          "1933 Act") filed with the SEC on May 7, 1999, in connection with the
          Registrant's Registration Statement No. 333-59753, in which there is
          set forth the audited financial statements for the Registrant's fiscal
          year ended December 31, 1998; and

     (c)  The Corporation's Registration Statement No. 000-24707 on Form 8-A12G
          filed with the SEC on July 28, 1998, in which are described the terms,
          rights and provisions applicable to the Corporation's outstanding
          Common Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

          Not Applicable

Item 5.  Interests of Named Experts and Counsel

          Not Applicable.

Item 6.  Indemnification of Directors and Officers

          The Registrant's Certificate of Incorporation limits the liability of
directors of the Registrant (in their capacity as directors but not in their
capacity as officers) to the Registrant or its stockholders to the fullest
extent permitted by the Delaware General Corporations Law. Specifically,
directors will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporations Law, which relates to unlawful payments of dividends or unlawful
stock repurchases or redemptions, or (iv) for any transaction from which the
director derived an improper personal benefit.

                                      II-1
3

          The Certificate of Incorporation and Bylaws require the directors and
officers of the Registrant to be indemnified and permit the advancement to them
of expenses in connection with actual or threatened proceedings and claims
arising out of their status as such, to the fullest extent permitted by the
Delaware General Corporations Law. Prior to consummation of the offerings, the
Registrant will enter into indemnification agreements with each of its directors
and executive officers that provide for indemnification and expense advancement
to the fullest extent permitted under the Delaware General Corporations Law.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits
Exhibit Number             Exhibit
--------------             -------
4                       Instruments Defining the Rights of Stockholders.
                           Reference is made to Registrant's Registration
                           Statement No. 000-24707 on Form 8-A12G, together with
                           any exhibits thereto, which are incorporated herein
                           by reference pursuant to Item 3(c) to this
                           Registration Statement.
   5                       Opinion and consent of Brobeck, Phleger & Harrison LLP.
   23.1                    Consent of Ernst & Young LLP, Independent Auditors.
   23.2                    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
   24                      Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
   99.1                    1998 Stock Option/Stock Issuance Plan.
   99.2                    Form of Notice of Grant of Stock Option.
   99.3                    Form of Stock Option Agreement.
   99.4                    Form  of  Addendum  to  Stock  Option  Agreement   (Involuntary   Termination  Following
                           Corporate Transaction/Change in Control).
   99.5                    Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
   99.6                    Form of Stock Issuance Agreement.
   99.7                    Form  of  Addendum  to  Stock  Issuance  Agreement  (Involuntary  Termination  Following
                           Corporate Transaction/Change in Control).
   99.8                    Form of Notice of Grant of Non-Employee Director - Automatic Stock Option (Initial).
   99.9                    Form of Notice of Grant of Non-Employee Director - Automatic Stock Option (Annual).
   99.10                   Form of Automatic Stock Option Agreement.
   99.11                   Employee Stock Purchase Plan.
   99.12                   Form of Enrollment/Change Form.
   99.13                   Form of Stock Purchase Agreement.
II-2
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: (i) to include any prospectus required by
Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1998
Stock Option/Stock Issuance Plan and Employee Stock Purchase Plan.

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

          C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-3
5

                                   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 Plano, State of Texas on this 19th day
of July, 1999.

                                        INET TECHNOLOGIES, INC.

                                        By: /s/ ELIE S. AKILIAN
                                           -------------------------------------
                                                  Elie S. Akilian
                                                  Chief Executive Officer,
                                                  President and Director

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

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

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

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                                       Title                                              Date
---------                                       -----                                              ----
/s/ SAMUEL S. SIMONIAN                          Chairman of the Board                          July 19, 1999
-------------------------------
Samuel S. Simonian

/s/ ELIE S. AKILIAN                             President, Chief Executive Officer             July 19, 1999
-------------------------------                 and Director
Elie S. Akilian

/s/ MARK A. WEINZIERL                           Executive Vice President,                      July 19, 1999
-------------------------------                 Secretary and Director
Mark A. Weinzierl
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6
/s/ WILLIAM H. MINA                             Senior Vice President-Finance                  July 19, 1999
-------------------------------                 and Administration and Director
William H. Mina

/s/ JAMES R. ADAMS                              Director                                       July 19, 1999
-------------------------------
James R. Adams

/s/ GRANT A. DOVE                               Director                                       July 19, 1999
-------------------------------
Grant A. Dove
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7

                                  EXHIBIT INDEX
Exhibit Number      Exhibit
--------------      -------
4                Instruments Defining the Rights of Stockholders.
                    Reference is made to Registrant's Registration
                    Statement No. 000-24707 on Form 8-A12G, together with
                    any exhibits thereto, which are incorporated herein
                    by reference pursuant to Item 3(c) to this
                    Registration Statement.
   5                Opinion and consent of Brobeck, Phleger & Harrison LLP.
   23.1             Consent of Ernst & Young LLP, Independent Auditors.
   23.2             Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
   24               Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
   99.1             1998 Stock Option/Stock Issuance Plan.
   99.2             Form of Notice of Grant of Stock Option.
   99.3             Form of Stock Option Agreement.
   99.4             Form of Addendum to Stock Option Agreement (Involuntary Termination Following
                    Corporate Transaction/Change in Control).
   99.5             Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
   99.6             Form of Stock Issuance Agreement.
   99.7             Form of Addendum to Stock Issuance Agreement (Involuntary Termination Following
                    Corporate Transaction/Change in Control).
   99.8             Form of Notice of Grant of Non-Employee Director - Automatic Stock Option (Initial).
   99.9             Form of Notice of Grant of Non-Employee Director - Automatic Stock Option (Annual).
   99.10            Form of Automatic Stock Option Agreement.
   99.11            Employee Stock Purchase Plan.
   99.12            Form of Enrollment/Change Form.
   99.13            Form of Stock Purchase Agreement.
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