AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2000
                                                REGISTRATION NO.  333-________
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                      INRANGE TECHNOLOGIES CORPORATION
           (Exact name of registrant as specified in its charter)

               DELAWARE                                   06-0962862
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                   Identification Number)

                           13000 MIDLANTIC DRIVE
                        MT. LAUREL, NEW JERSEY 08054
           (Address of registrant's principal executive offices)

       INRANGE TECHNOLOGIES CORPORATION 2000 STOCK COMPENSATION PLAN
       INRANGE TECHNOLOGIES CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                         (Full title of the plans)


                            GREGORY R. GRODHAUS
                   PRESIDENT AND CHIEF EXECUTIVE OFFICER
                      INRANGE TECHNOLOGIES CORPORATION
                           13000 MIDLANTIC DRIVE
                        MT. LAUREL, NEW JERSEY 08054
                               (856) 234-7900
         (Name, address, and telephone number of agent for service)

<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE

============================================================================================================================
                                                                      PROPOSED
                                                                      MAXIMUM        PROPOSED MAXIMUM
             TITLE OF SECURITIES                AMOUNT TO BE      OFFERING PRICE        AGGREGATE          AMOUNT OF
              TO BE REGISTERED                 REGISTERED (1)        PER SHARE       OFFERING PRICE    REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------

<S>                                            <C>                 <C>                <C>                 <C>
Class B common stock, par value $0.01 per
share (the "Common Stock")                    10,254,000 shares      $16.00 (2)      $164,064,000          $43,313
----------------------------------------------------------------------------------------------------------------------------

Common Stock                                   1,331,000 shares      $13.00 (3)       $17,303,000           $4,568
----------------------------------------------------------------------------------------------------------------------------

Total                                         11,585,000 shares        --                 --               $47,881
----------------------------------------------------------------------------------------------------------------------------

<FN>
(1)  Includes an indeterminate number of shares of Common Stock that may be
     issued in the event of stock splits, stock dividends or similar
     transactions in accordance with Rule 416 of the Securities Act of
     1933, as amended (the "Securities Act"). This Registration Statement
     registers the following number of shares of Common Stock that may be
     issued under each of the following plans: 11,530,000 pursuant to the
     Inrange Technologies Corporation 2000 Stock Compensation Plan and
     55,000 pursuant to the Inrange Technologies Corporation Employee Stock
     Purchase Plan.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) of the Securities Act using the
     initial public offering price.

(3)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act.
</FN>
</TABLE>
<PAGE>
                                   PART I

                              EXPLANATORY NOTE

     This Form S-8 Registration  Statement  relates to 55,000 shares of our
Common  Stock which may be issued under our Employee  Stock  Purchase  Plan
(the "ESPP") and 11,530,000  shares of our Common Stock which may be issued
under our 2000 Stock Compensation Plan.

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement will be delivered to  participants  in the ESPP and
recipients of awards under the 2000 Stock Compensation Plan as specified in
Rule 428(b)(1)  promulgated by the Securities and Exchange  Commission (the
"SEC") under the  Securities  Act.  These  documents are not required to be
filed with the SEC but constitute (along with the documents incorporated by
reference into this  Registration  Statement  pursuant to Item 3 of Part II
hereof) a prospectus  that meets the  requirements  of Section 10(a) of the
Securities Act.

     References to the "Company"  and the  "Registrant"  shall mean Inrange
Technologies Corporation, a Delaware corporation.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference  rooms in  Washington,  DC, New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms.  Our SEC filings are also available to the
public from the SEC's web site at  http://www.sec.gov.  Reports,  proxy and
information  statements  and other  information  concerning  us can also be
inspected at the offices of the Nasdaq Stock Market's  National Market,  33
Whitehall Street, New York, NY 10004.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by reference  the following  documents and any future  filings
made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  prior to the
termination of the offering:

     (a)  Our prospectus  filed with the SEC on September 22, 2000 pursuant
          to Rule 424(b) of the Securities Act in connection  with the Form
          S-1,  which  includes our audited  financial  statements  for the
          fiscal year ended  December 31, 1999 and  describes  the terms of
          the Common Stock.

     (b)  Our  Registration  Statement  on Form 8-A  filed  with the SEC on
          September  13,  2000,  which  describes  the terms of the  Common
          Stock.

     ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

     ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Fried,  Frank,  Harris,  Shriver & Jacobson (a  partnership  including
professional corporations), New York, New York, will pass upon the validity
of the issuance of the shares of Common Stock.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section  145 of the  Delaware  General  Corporation  law (the  "DGCL")
provides that a corporation may indemnify directors and officers as well as
other  employees and individuals  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement in connection with
specified  actions,   suits  and  proceedings,   whether  civil,  criminal,
administrative,  or investigative  (other than an action by or in the right
of the  corporation - a "derivative  action"),  if they acted in good faith
and in a manner  they  reasonably  believed  to be in or not opposed to the
best interests of the corporation  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  their  conduct  was
unlawful.  A  similar  standard  is  applicable  in the case of  derivative
actions,  except that  indemnification  only extends to expenses (including
attorneys'  fees) incurred in connection  with the defense or settlement of
such action,  and the statute  requires court approval  before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation. The statute provides that it is not exclusive of
other indemnification that may be granted by a corporation's certificate of
incorporation,  bylaws,  disinterested  director  vote,  stockholder  vote,
agreement, or otherwise.

     Our  bylaws  and  our  certificates  of  incorporation  require  us to
indemnify to the fullest  extent  authorized by the DGCL any person made or
threatened  to be made a party to an action,  suit or  proceeding,  whether
criminal,  civil,  administrative or  investigative,  by reason of the fact
that he or she is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director,  officer,  employee or
agent of another corporation or of a partnership,  joint venture,  trust or
other enterprise.

     As permitted  by Section  102(b)(7) of the DGCL,  our  certificate  of
incorporation  eliminates the liability of a director to the corporation or
its  stockholders  for monetary  damages for breach of fiduciary  duty as a
director,  except  for  liabilities  arising  (a)  from any  breach  of the
director's duty of loyalty to the corporation or its stockholders; (b) from
acts or omissions not in good faith or which involve intentional misconduct
or a knowing  violation of law; (c) under  section 174 of the DGCL;  or (d)
from any transaction from which the director  derived an improper  personal
benefit.

     We intend to obtain primary and excess insurance policies insuring our
directors  and  officers  and  those of our  subsidiaries  against  certain
liabilities  they may incur in their  capacity as directors  and  officers.
Under these policies,  the insurer, on our behalf, may also pay amounts for
which we have granted indemnification to the directors or officers.

     Additionally, reference is made to the Underwriting Agreement filed as
Exhibit 1.1 to our Registration  Statement No. 333-38592 on Form S-1, which
provides  for  indemnification  by us of our  underwriters  and persons who
control them under certain circumstances, and by our underwriters of us and
persons who control us under certain circumstances.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

     ITEM 8. EXHIBITS

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Amended and Restated  Certificate of  Incorporation  of
                    the  Company,  previously  filed as Exhibit  3.3 to the
                    Company's  Registration Statement No. 333-38592 on Form
                    S-1, and incorporated herein by reference

4.2                 Amended and Restated By-Laws of the Company, previously
                    filed  as  Exhibit  3.2 to the  Company's  Registration
                    Statement No.  333-38592 on Form S-1, and  incorporated
                    herein by reference

4.3*                Inrange   Technologies   Corporation   Employee   Stock
                    Purchase Plan

4.4                 Inrange    Technologies    Corporation    2000    Stock
                    Compensation Plan,  previously filed as Exhibit 10.8 to
                    the Company's  Registration  Statement No. 333-38592 on
                    Form S-1, and incorporated herein by reference

5.1*                Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1                Consent  of Fried,  Frank,  Harris,  Shriver & Jacobson
                    (included in Exhibit 5.1)

23.2*               Consent  of Arthur  Andersen  LLP  (independent  public
                    accountants)

23.3*               Consent  of Arthur  Andersen  LLP  (independent  public
                    accountants)

23.4*               Consent  of  Ernst  & Young  LLP (independent auditors)

24                  Power of Attorney  (included in the signature  pages of
                    this Registration Statement)

--------------------
*     Filed herewith.


     ITEM 9. UNDERTAKINGS

     The Company hereby undertakes:

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

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

               (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;

               (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  paragraphs (i) and (ii) do not apply if the
     information  required to be included in a post-effective  amendment by
     those  paragraphs  is  contained  in  periodic  reports  filed with or
     furnished to the SEC by the Company  pursuant to Section 13 or Section
     15(d) of the Exchange Act that are  incorporated  by reference in this
     Registration Statement.

          (b) 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.

          (c) 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.

          (d) That, for the purpose of determining  any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     Section   13(a)  or  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.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company  pursuant to the  provisions  described in Item 6 of
this  Registration  Statement,  or otherwise,  the Company has been advised
that in the  opinion  of the SEC 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  Company of expenses  incurred or paid by a
director,  officer or  controlling  person of the Company in the successful
defense of any  action,  suit or  proceeding)  is  asserted  by a director,
officer  or  controlling  person  of the  Company  in  connection  with the
securities being registered, the Company 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>
                                 SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act, 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  Mount  Laurel,  State of New
Jersey, on September 22, 2000.

                                   INRANGE TECHNOLOGIES CORPORATION

                                   /s/ Kenneth H. Koch
                                   ----------------------------------------
                                   By: Kenneth H. Koch
                                   Vice President and General Counsel


                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That the  undersigned  officers and directors of Inrange  Technologies
Corporation,  a Delaware  corporation,  do hereby  constitute  and  appoint
Gregory R.  Grodhaus,  Jay Zager and Kenneth H. Koch, and each of them, the
lawful  attorneys-in-fact  and  agents of each of them 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 and any rules or regulations or requirements
of the SEC 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 (i) this
Registration Statement, (ii) any and all amendments and supplements to this
Registration   Statement,   (iii)  any  and  all  additional   registration
statements  pursuant  to  Instruction  E to Form  S-8 and  (iv) any and all
instruments  or  documents  filed as part of or in  conjunction  with  this
Registration Statement (and any amendments or supplements thereto). Each of
the  undersigned  hereby  ratifies and confirms all that 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.
<PAGE>
     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, 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/ John B. Blystone               Chairman of the Board                 September 22, 2000
---------------------------------
        John B. Blystone


/s/ Gregory R. Grodhaus            President and Chief Executive         September 22, 2000
---------------------------------  Officer, Director (Principal
       Gregory R. Grodhaus         Executive Officer)


/s/ Jay Zager                      Vice President, Chief Financial       September 22, 2000
---------------------------------  Officer and Treasurer (Principal
            Jay Zager              Financial and Accounting Officer)


/s/ Robert B. Foreman              Director                              September 22, 2000
---------------------------------
        Robert B. Foreman


/s/ Christopher J. Kearney         Director                              September 22, 2000
---------------------------------
     Christopher J. Kearney


/s/ Lewis M. Kling                 Director                              September 22, 2000
---------------------------------
         Lewis M. Kling


/s/ Patrick J. O'Leary             Director                              September 22, 2000
---------------------------------
       Patrick J. O'Leary
</TABLE>
<PAGE>


                             INDEX TO EXHIBITS

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Amended and Restated  Certificate of  Incorporation  of
                    the  Company,  previously  filed as Exhibit  3.3 to the
                    Company's  Registration Statement No. 333-38592 on Form
                    S-1, and incorporated herein by reference

4.2                 Amended and Restated By-Laws of the Company, previously
                    filed  as  Exhibit  3.2 to the  Company's  Registration
                    Statement No.  333-38592 on Form S-1, and  incorporated
                    herein by reference

4.3*                Inrange   Technologies   Corporation   Employee   Stock
                    Purchase Plan

4.4                 Inrange    Technologies    Corporation    2000    Stock
                    Compensation Plan,  previously filed as Exhibit 10.8 to
                    the Company's  Registration  Statement No. 333-38592 on
                    Form S-1, and incorporated herein by reference

5.1*                Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1                Consent  of Fried,  Frank,  Harris,  Shriver & Jacobson
                    (included in Exhibit 5.1)

23.2*               Consent  of Arthur  Andersen  LLP  (independent  public
                    accountants)

23.3*               Consent  of Arthur  Andersen  LLP  (independent  public
                    accountants)

23.4*               Consent  of  Ernst  & Young  LLP (independent auditors)

24                  Power of Attorney  (included in the signature  pages of
                    this Registration Statement)

--------------------
*     Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 22513}]
{"company-data": {"conformed-name": "INRANGE TECHNOLOGIES CORP", "cik": "0001114674", "assigned-sic": "3663", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46402", "film-number": "727124"}, "business-address": {"street1": "13000 MIDLANTIC DR", "city": "LAUREL", "state": "NJ", "zip": "08054", "phone": "8562347900"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2000
                                                REGISTRATION NO.  333-________
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                      INRANGE TECHNOLOGIES CORPORATION
           (Exact name of registrant as specified in its charter)

               DELAWARE                                   06-0962862
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                   Identification Number)

                           13000 MIDLANTIC DRIVE
                        MT. LAUREL, NEW JERSEY 08054
           (Address of registrant's principal executive offices)

       INRANGE TECHNOLOGIES CORPORATION 2000 STOCK COMPENSATION PLAN
       INRANGE TECHNOLOGIES CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                         (Full title of the plans)

                            GREGORY R. GRODHAUS
                   PRESIDENT AND CHIEF EXECUTIVE OFFICER
                      INRANGE TECHNOLOGIES CORPORATION
                           13000 MIDLANTIC DRIVE
                        MT. LAUREL, NEW JERSEY 08054
                               (856) 234-7900
         (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

============================================================================================================================
                                                                      PROPOSED
                                                                      MAXIMUM        PROPOSED MAXIMUM
             TITLE OF SECURITIES                AMOUNT TO BE      OFFERING PRICE        AGGREGATE          AMOUNT OF
              TO BE REGISTERED                 REGISTERED (1)        PER SHARE       OFFERING PRICE    REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
Class B common stock, par value $0.01 per
share (the "Common Stock")                    10,254,000 shares      $16.00 (2)      $164,064,000          $43,313
----------------------------------------------------------------------------------------------------------------------------

Common Stock                                   1,331,000 shares      $13.00 (3)       $17,303,000           $4,568
----------------------------------------------------------------------------------------------------------------------------

Total                                         11,585,000 shares        --                 --               $47,881
----------------------------------------------------------------------------------------------------------------------------
(1)  Includes an indeterminate number of shares of Common Stock that may be
     issued in the event of stock splits, stock dividends or similar
     transactions in accordance with Rule 416 of the Securities Act of
     1933, as amended (the "Securities Act"). This Registration Statement
     registers the following number of shares of Common Stock that may be
     issued under each of the following plans: 11,530,000 pursuant to the
     Inrange Technologies Corporation 2000 Stock Compensation Plan and
     55,000 pursuant to the Inrange Technologies Corporation Employee Stock
     Purchase Plan.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) of the Securities Act using the
     initial public offering price.

(3)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act.
PART I

                              EXPLANATORY NOTE

     This Form S-8 Registration  Statement  relates to 55,000 shares of our
Common  Stock which may be issued under our Employee  Stock  Purchase  Plan
(the "ESPP") and 11,530,000  shares of our Common Stock which may be issued
under our 2000 Stock Compensation Plan.

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement will be delivered to  participants  in the ESPP and
recipients of awards under the 2000 Stock Compensation Plan as specified in
Rule 428(b)(1)  promulgated by the Securities and Exchange  Commission (the
"SEC") under the  Securities  Act.  These  documents are not required to be
filed with the SEC but constitute (along with the documents incorporated by
reference into this  Registration  Statement  pursuant to Item 3 of Part II
hereof) a prospectus  that meets the  requirements  of Section 10(a) of the
Securities Act.

     References to the "Company"  and the  "Registrant"  shall mean Inrange
Technologies Corporation, a Delaware corporation.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference  rooms in  Washington,  DC, New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms.  Our SEC filings are also available to the
public from the SEC's web site at  http://www.sec.gov.  Reports,  proxy and
information  statements  and other  information  concerning  us can also be
inspected at the offices of the Nasdaq Stock Market's  National Market,  33
Whitehall Street, New York, NY 10004.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by reference  the following  documents and any future  filings
made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  prior to the
termination of the offering:

     (a)  Our prospectus  filed with the SEC on September 22, 2000 pursuant
          to Rule 424(b) of the Securities Act in connection  with the Form
          S-1,  which  includes our audited  financial  statements  for the
          fiscal year ended  December 31, 1999 and  describes  the terms of
          the Common Stock.

     (b)  Our  Registration  Statement  on Form 8-A  filed  with the SEC on
          September  13,  2000,  which  describes  the terms of the  Common
          Stock.

     ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

     ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Fried,  Frank,  Harris,  Shriver & Jacobson (a  partnership  including
professional corporations), New York, New York, will pass upon the validity
of the issuance of the shares of Common Stock.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section  145 of the  Delaware  General  Corporation  law (the  "DGCL")
provides that a corporation may indemnify directors and officers as well as
other  employees and individuals  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement in connection with
specified  actions,   suits  and  proceedings,   whether  civil,  criminal,
administrative,  or investigative  (other than an action by or in the right
of the  corporation - a "derivative  action"),  if they acted in good faith
and in a manner  they  reasonably  believed  to be in or not opposed to the
best interests of the corporation  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  their  conduct  was
unlawful.  A  similar  standard  is  applicable  in the case of  derivative
actions,  except that  indemnification  only extends to expenses (including
attorneys'  fees) incurred in connection  with the defense or settlement of
such action,  and the statute  requires court approval  before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation. The statute provides that it is not exclusive of
other indemnification that may be granted by a corporation's certificate of
incorporation,  bylaws,  disinterested  director  vote,  stockholder  vote,
agreement, or otherwise.

     Our  bylaws  and  our  certificates  of  incorporation  require  us to
indemnify to the fullest  extent  authorized by the DGCL any person made or
threatened  to be made a party to an action,  suit or  proceeding,  whether
criminal,  civil,  administrative or  investigative,  by reason of the fact
that he or she is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director,  officer,  employee or
agent of another corporation or of a partnership,  joint venture,  trust or
other enterprise.

     As permitted  by Section  102(b)(7) of the DGCL,  our  certificate  of
incorporation  eliminates the liability of a director to the corporation or
its  stockholders  for monetary  damages for breach of fiduciary  duty as a
director,  except  for  liabilities  arising  (a)  from any  breach  of the
director's duty of loyalty to the corporation or its stockholders; (b) from
acts or omissions not in good faith or which involve intentional misconduct
or a knowing  violation of law; (c) under  section 174 of the DGCL;  or (d)
from any transaction from which the director  derived an improper  personal
benefit.

     We intend to obtain primary and excess insurance policies insuring our
directors  and  officers  and  those of our  subsidiaries  against  certain
liabilities  they may incur in their  capacity as directors  and  officers.
Under these policies,  the insurer, on our behalf, may also pay amounts for
which we have granted indemnification to the directors or officers.

     Additionally, reference is made to the Underwriting Agreement filed as
Exhibit 1.1 to our Registration  Statement No. 333-38592 on Form S-1, which
provides  for  indemnification  by us of our  underwriters  and persons who
control them under certain circumstances, and by our underwriters of us and
persons who control us under certain circumstances.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

     ITEM 8. EXHIBITS

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Amended and Restated  Certificate of  Incorporation  of
                    the  Company,  previously  filed as Exhibit  3.3 to the
                    Company's  Registration Statement No. 333-38592 on Form
                    S-1, and incorporated herein by reference

4.2                 Amended and Restated By-Laws of the Company, previously
                    filed  as  Exhibit  3.2 to the  Company's  Registration
                    Statement No.  333-38592 on Form S-1, and  incorporated
                    herein by reference

4.3*                Inrange   Technologies   Corporation   Employee   Stock
                    Purchase Plan

4.4                 Inrange    Technologies    Corporation    2000    Stock
                    Compensation Plan,  previously filed as Exhibit 10.8 to
                    the Company's  Registration  Statement No. 333-38592 on
                    Form S-1, and incorporated herein by reference

5.1*                Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1                Consent  of Fried,  Frank,  Harris,  Shriver & Jacobson
                    (included in Exhibit 5.1)

23.2*               Consent  of Arthur  Andersen  LLP  (independent  public
                    accountants)

23.3*               Consent  of Arthur  Andersen  LLP  (independent  public
                    accountants)

23.4*               Consent  of  Ernst  & Young  LLP (independent auditors)

24                  Power of Attorney  (included in the signature  pages of
                    this Registration Statement)

--------------------
*     Filed herewith.

     ITEM 9. UNDERTAKINGS

     The Company hereby undertakes:

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

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

               (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;

               (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  paragraphs (i) and (ii) do not apply if the
     information  required to be included in a post-effective  amendment by
     those  paragraphs  is  contained  in  periodic  reports  filed with or
     furnished to the SEC by the Company  pursuant to Section 13 or Section
     15(d) of the Exchange Act that are  incorporated  by reference in this
     Registration Statement.

          (b) 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.

          (c) 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.

          (d) That, for the purpose of determining  any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     Section   13(a)  or  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.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company  pursuant to the  provisions  described in Item 6 of
this  Registration  Statement,  or otherwise,  the Company has been advised
that in the  opinion  of the SEC 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  Company of expenses  incurred or paid by a
director,  officer or  controlling  person of the Company in the successful
defense of any  action,  suit or  proceeding)  is  asserted  by a director,
officer  or  controlling  person  of the  Company  in  connection  with the
securities being registered, the Company 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.
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act, 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  Mount  Laurel,  State of New
Jersey, on September 22, 2000.

                                   INRANGE TECHNOLOGIES CORPORATION

                                   /s/ Kenneth H. Koch
                                   ----------------------------------------
                                   By: Kenneth H. Koch
                                   Vice President and General Counsel

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That the  undersigned  officers and directors of Inrange  Technologies
Corporation,  a Delaware  corporation,  do hereby  constitute  and  appoint
Gregory R.  Grodhaus,  Jay Zager and Kenneth H. Koch, and each of them, the
lawful  attorneys-in-fact  and  agents of each of them 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 and any rules or regulations or requirements
of the SEC 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 (i) this
Registration Statement, (ii) any and all amendments and supplements to this
Registration   Statement,   (iii)  any  and  all  additional   registration
statements  pursuant  to  Instruction  E to Form  S-8 and  (iv) any and all
instruments  or  documents  filed as part of or in  conjunction  with  this
Registration Statement (and any amendments or supplements thereto). Each of
the  undersigned  hereby  ratifies and confirms all that 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, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the dates indicated.
SIGNATURE                             TITLE                        DATE
---------------------------------  ----------------------------------  ----------------------
/s/ John B. Blystone               Chairman of the Board                 September 22, 2000
---------------------------------
        John B. Blystone

/s/ Gregory R. Grodhaus            President and Chief Executive         September 22, 2000
---------------------------------  Officer, Director (Principal
       Gregory R. Grodhaus         Executive Officer)

/s/ Jay Zager                      Vice President, Chief Financial       September 22, 2000
---------------------------------  Officer and Treasurer (Principal
            Jay Zager              Financial and Accounting Officer)

/s/ Robert B. Foreman              Director                              September 22, 2000
---------------------------------
        Robert B. Foreman

/s/ Christopher J. Kearney         Director                              September 22, 2000
---------------------------------
     Christopher J. Kearney

/s/ Lewis M. Kling                 Director                              September 22, 2000
---------------------------------
         Lewis M. Kling

/s/ Patrick J. O'Leary             Director                              September 22, 2000
---------------------------------
       Patrick J. O'Leary
INDEX TO EXHIBITS

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Amended and Restated  Certificate of  Incorporation  of
                    the  Company,  previously  filed as Exhibit  3.3 to the
                    Company's  Registration Statement No. 333-38592 on Form
                    S-1, and incorporated herein by reference

4.2                 Amended and Restated By-Laws of the Company, previously
                    filed  as  Exhibit  3.2 to the  Company's  Registration
                    Statement No.  333-38592 on Form S-1, and  incorporated
                    herein by reference

4.3*                Inrange   Technologies   Corporation   Employee   Stock
                    Purchase Plan

4.4                 Inrange    Technologies    Corporation    2000    Stock
                    Compensation Plan,  previously filed as Exhibit 10.8 to
                    the Company's  Registration  Statement No. 333-38592 on
                    Form S-1, and incorporated herein by reference

5.1*                Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1                Consent  of Fried,  Frank,  Harris,  Shriver & Jacobson
                    (included in Exhibit 5.1)

23.2*               Consent  of Arthur  Andersen  LLP  (independent  public
                    accountants)

23.3*               Consent  of Arthur  Andersen  LLP  (independent  public
                    accountants)

23.4*               Consent  of  Ernst  & Young  LLP (independent auditors)

24                  Power of Attorney  (included in the signature  pages of
                    this Registration Statement)

--------------------
*     Filed herewith.