<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1996
                                                          REGISTRATION NO. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                         ------------------------------
                           PAIRGAIN TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)
                         ------------------------------
           DELAWARE                                           33-0282809
 (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                        Identification Number)

                              14402 FRANKLIN AVENUE
                            TUSTIN, CALIFORNIA 92780
               (Address of principal executive offices) (zip code)
                         ------------------------------

                  1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)
                         ------------------------------
                               CHARLES S. STRAUCH
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           PAIRGAIN TECHNOLOGIES, INC.
                              14402 FRANKLIN AVENUE
                            TUSTIN, CALIFORNIA 92780
                                 (714) 832-9922
 (Name, address and telephone number, including area code, of agent for service)
                         ------------------------------
===============================================================================
<TABLE>
<CAPTION>
                                                                              Proposed
                                                       Proposed maximum        maximum
                                       Amount to be    offering price        aggregate           Amount of
Title of securities to be registered   registered(1)     per share(2)     offering price(2)   registration fee
- ------------------------------------   -------------    -------------     -----------------   ----------------

<S>                                      <C>              <C>                <C>                  <C>                 
Options to Purchase Common Stock         200,000            N/A                  N/A                 N/A


Common Stock, $.0005 par value           200,000          $52.125            $10,425,000          $3,595.00
</TABLE>

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

(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 1996 Non-Employee Directors Stock Option
Plan by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of Common
Stock.

(2) 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 Common Stock of PairGain Technologies, Inc. on
July 16, 1996 as reported by the Nasdaq National Market.
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

                  PairGain Technologies, Inc., a Delaware corporation (the
"Registrant"), hereby incorporates by reference into this Registration Statement
the following documents which were previously filed with the Securities and
Exchange Commission (the "SEC"):

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1995 filed pursuant to Section 13(a) of the
                  Securities Exchange Act of 1934, as amended (the "1934 Act")
                  on March 30, 1996;

         (b)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 31, 1996, filed with the SEC on April 30,
                  1996;

         (c)      The Registrant's Report on Form 10-C filed with the SEC on
                  June 18, 1996; and

         (d)      The Registrant's Registration Statement No. 0-22202 on Form
                  8-A filed with the SEC on August 6, 1993 pursuant to Section
                  12 of the 1934 Act, in which there is described the terms,
                  rights and provisions applicable to the Registrant's
                  outstanding Common Stock.

                  All reports and definitive proxy or information statements
filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of 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 deregisters all securities then remaining unsold at the
time of such amendment will 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

                  Under Section 145 of the Delaware General Corporation Law, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act. The Registrant's Bylaws provide that the Registrant will
indemnify its directors and officers to the fullest extent permitted by law and
require the Registrant to advance litigation expenses upon receipt by the
Registrant of an undertaking by the director or officer to repay such advances
if it is ultimately determined that the director or officer is not entitled to
indemnification. The Bylaws further provide that rights conferred under such
Bylaws shall not be deemed to be exclusive of any other right such persons may
have or acquire under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

                  The Registrant's Restated Certificate of Incorporation
provides that, pursuant to Delaware Law, its directors shall not be liable for
monetary damages for breach of the directors' fiduciary duty of care to the
Registrant and its stockholders. This provision in the Restated Certificate of
Incorporation does not eliminate

                                      II-1
<PAGE>   3
the duty of care, and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Delaware Law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant or its
stockholders, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware Law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities law or state or federal environmental laws.

                  In addition, the Registrant has entered into agreements to
indemnify its directors and certain of its officers beyond the indemnification
provided for in the Restated Certificate of Incorporation and Bylaws. These
agreements will, among other things, indemnify the Registrant's directors and
certain of its officers for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts incurred by such person in any action or
proceeding, including any action by or in the right of the Registrant, on
account of services as a director or officer of the Registrant, or as a director
or officer of any other company or enterprise to which the person provides
services at the request of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

               Not Applicable.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number        Exhibit
- --------------        -------
<S>                   <C>
    4                 Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
                      Registration Statement No. 0-22202 on Form 8-A, which is incorporated herein by reference
                      pursuant to Item 3(d) of this Registration Statement.
    5                 Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1              Independent Auditors' Consent - Deloitte & Touche LLP.
    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              1996 Non-Employee Directors Stock Option Plan.
    99.2              Form of Notice of Grant of Non-Employee Directors Automatic Stock Option (Initial
                      Grant).
    99.3              Form of Notice of Grant of Non-Employee Directors Automatic Stock Option (Annual
                      Grant).
    99.4              Form of Automatic Stock Option Agreement.
</TABLE>

ITEM 9.  UNDERTAKINGS

                  A.       The undersigned Registrant hereby undertakes: (1) to
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (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 the
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 the Registration Statement, and (iii) 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; 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 the 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 1996 Non-Employee Directors Stock Option Plan.

                                      II-2
<PAGE>   4
                  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 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 1933 Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the SEC 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 Tustin, State of California, on July 17th, 1996.

                                           PAIRGAIN TECHNOLOGIES, INC.

                                  By:      /s/ Charles S. Strauch
                                          -------------------------------------
                                           Charles S. Strauch, Chairman,
                                           Chief Executive Officer and Director

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That the undersigned officers and directors of PairGain
Technologies, Inc., a Delaware corporation, do hereby constitute and appoint
Charles S. Strauch and Howard S. Flagg, 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 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 to amendments or supplements thereof, and 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 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/ Charles S. Strauch             Chairman, Chief Executive Officer               July 17, 1996
- -----------------------------      and Director (Principal Executive Officer)      
Charles S. Strauch                 

/s/ Charles W. McBrayer            Chief Financial Officer                         July 17, 1996
- -----------------------------      and Secretary (Principal Financial 
Charles W. McBrayer                and Accounting Officer)            
</TABLE>
                                   
                                      II-4
<PAGE>   6
<TABLE>
<S>                                <C>                                             <C> 
/s/ Howard S. Flagg                President and Director                          July 17, 1996
- -----------------------------
Howard S. Flagg

/s/ Benedict A. Itri               Vice President, Engineering and Director        July 17, 1996
- -----------------------------
Benedict A. Itri

/s/ Robert A. Hoff                 Director                                        July 17, 1996
- -----------------------------
Robert A. Hoff

/s/ Robert C. Hawk                 Director                                        July 17, 1996
- -----------------------------
Robert C. Hawk

/s/ B. Allen Lay                   Director                                        July 17, 1996
- -----------------------------
B. Allen Lay
</TABLE>

                                      II-5
<PAGE>   7
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number      Exhibit
- -------     -------
<S>         <C> 

4           Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
            Registration Statement No. 0-22202 on Form 8-A, which is incorporated herein by reference
            pursuant to Item 3(d) of this Registration Statement.
5           Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1        Independent Auditors' Consent - Deloitte & Touche LLP.
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        1996 Non-Employee Directors Stock Option Plan.
99.2        Form of Notice of Grant of Non-Employee Directors Automatic Stock Option (Initial
            Grant).
99.3        Form of Notice of Grant of Non-Employee Directors Automatic Stock Option (Annual
            Grant).
99.4        Form of Automatic Stock Option Agreement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19188}]
{"company-data": {"conformed-name": "PAIRGAIN TECHNOLOGIES INC /CA/", "cik": "0000910032", "assigned-sic": "3661", "irs-number": "330282809", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08641", "film-number": "96597918"}, "business-address": {"street1": "14402 FRANKLIN AVE", "city": "TUSTIN", "state": "CA", "zip": "92680", "phone": "7148329922"}, "mail-address": {"street1": "14402 FRANKLIN AVE", "city": "TUSTIN", "state": "CA", "zip": "92680-7013"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1996
                                                          REGISTRATION NO. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                         ------------------------------
                           PAIRGAIN TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)
                         ------------------------------
           DELAWARE                                           33-0282809
 (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                        Identification Number)

                              14402 FRANKLIN AVENUE
                            TUSTIN, CALIFORNIA 92780
               (Address of principal executive offices) (zip code)
                         ------------------------------

                  1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)
                         ------------------------------
                               CHARLES S. STRAUCH
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           PAIRGAIN TECHNOLOGIES, INC.
                              14402 FRANKLIN AVENUE
                            TUSTIN, CALIFORNIA 92780
                                 (714) 832-9922
 (Name, address and telephone number, including area code, of agent for service)
                         ------------------------------
===============================================================================
Proposed
                                                       Proposed maximum        maximum
                                       Amount to be    offering price        aggregate           Amount of
Title of securities to be registered   registered(1)     per share(2)     offering price(2)   registration fee
- ------------------------------------   -------------    -------------     -----------------   ----------------
Options to Purchase Common Stock         200,000            N/A                  N/A                 N/A

Common Stock, $.0005 par value           200,000          $52.125            $10,425,000          $3,595.00
===============================================================================

(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 1996 Non-Employee Directors Stock Option
Plan by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of Common
Stock.

(2) 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 Common Stock of PairGain Technologies, Inc. on
July 16, 1996 as reported by the Nasdaq National Market.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

                  PairGain Technologies, Inc., a Delaware corporation (the
"Registrant"), hereby incorporates by reference into this Registration Statement
the following documents which were previously filed with the Securities and
Exchange Commission (the "SEC"):

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1995 filed pursuant to Section 13(a) of the
                  Securities Exchange Act of 1934, as amended (the "1934 Act")
                  on March 30, 1996;

         (b)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 31, 1996, filed with the SEC on April 30,
                  1996;

         (c)      The Registrant's Report on Form 10-C filed with the SEC on
                  June 18, 1996; and

         (d)      The Registrant's Registration Statement No. 0-22202 on Form
                  8-A filed with the SEC on August 6, 1993 pursuant to Section
                  12 of the 1934 Act, in which there is described the terms,
                  rights and provisions applicable to the Registrant's
                  outstanding Common Stock.

                  All reports and definitive proxy or information statements
filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of 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 deregisters all securities then remaining unsold at the
time of such amendment will 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

                  Under Section 145 of the Delaware General Corporation Law, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act. The Registrant's Bylaws provide that the Registrant will
indemnify its directors and officers to the fullest extent permitted by law and
require the Registrant to advance litigation expenses upon receipt by the
Registrant of an undertaking by the director or officer to repay such advances
if it is ultimately determined that the director or officer is not entitled to
indemnification. The Bylaws further provide that rights conferred under such
Bylaws shall not be deemed to be exclusive of any other right such persons may
have or acquire under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

                  The Registrant's Restated Certificate of Incorporation
provides that, pursuant to Delaware Law, its directors shall not be liable for
monetary damages for breach of the directors' fiduciary duty of care to the
Registrant and its stockholders. This provision in the Restated Certificate of
Incorporation does not eliminate

                                      II-1
3
the duty of care, and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Delaware Law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant or its
stockholders, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware Law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities law or state or federal environmental laws.

                  In addition, the Registrant has entered into agreements to
indemnify its directors and certain of its officers beyond the indemnification
provided for in the Restated Certificate of Incorporation and Bylaws. These
agreements will, among other things, indemnify the Registrant's directors and
certain of its officers for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts incurred by such person in any action or
proceeding, including any action by or in the right of the Registrant, on
account of services as a director or officer of the Registrant, or as a director
or officer of any other company or enterprise to which the person provides
services at the request of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

               Not Applicable.

ITEM 8.  EXHIBITS
Exhibit Number        Exhibit
- --------------        -------
4                 Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
                      Registration Statement No. 0-22202 on Form 8-A, which is incorporated herein by reference
                      pursuant to Item 3(d) of this Registration Statement.
    5                 Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1              Independent Auditors' Consent - Deloitte & Touche LLP.
    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              1996 Non-Employee Directors Stock Option Plan.
    99.2              Form of Notice of Grant of Non-Employee Directors Automatic Stock Option (Initial
                      Grant).
    99.3              Form of Notice of Grant of Non-Employee Directors Automatic Stock Option (Annual
                      Grant).
    99.4              Form of Automatic Stock Option Agreement.
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 the
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 the Registration Statement, and (iii) 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; 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 the 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 1996 Non-Employee Directors Stock Option Plan.

                                      II-2
4
                  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 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 1933 Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the SEC 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 Tustin, State of California, on July 17th, 1996.

                                           PAIRGAIN TECHNOLOGIES, INC.

                                  By:      /s/ Charles S. Strauch
                                          -------------------------------------
                                           Charles S. Strauch, Chairman,
                                           Chief Executive Officer and Director

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That the undersigned officers and directors of PairGain
Technologies, Inc., a Delaware corporation, do hereby constitute and appoint
Charles S. Strauch and Howard S. Flagg, 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 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 to amendments or supplements thereof, and 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 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/ Charles S. Strauch             Chairman, Chief Executive Officer               July 17, 1996
- -----------------------------      and Director (Principal Executive Officer)      
Charles S. Strauch                 

/s/ Charles W. McBrayer            Chief Financial Officer                         July 17, 1996
- -----------------------------      and Secretary (Principal Financial 
Charles W. McBrayer                and Accounting Officer)
II-4
6
/s/ Howard S. Flagg                President and Director                          July 17, 1996
- -----------------------------
Howard S. Flagg

/s/ Benedict A. Itri               Vice President, Engineering and Director        July 17, 1996
- -----------------------------
Benedict A. Itri

/s/ Robert A. Hoff                 Director                                        July 17, 1996
- -----------------------------
Robert A. Hoff

/s/ Robert C. Hawk                 Director                                        July 17, 1996
- -----------------------------
Robert C. Hawk

/s/ B. Allen Lay                   Director                                        July 17, 1996
- -----------------------------
B. Allen Lay
II-5
7
                                  EXHIBIT INDEX
Exhibit
Number      Exhibit
- -------     -------
4           Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
            Registration Statement No. 0-22202 on Form 8-A, which is incorporated herein by reference
            pursuant to Item 3(d) of this Registration Statement.
5           Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1        Independent Auditors' Consent - Deloitte & Touche LLP.
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        1996 Non-Employee Directors Stock Option Plan.
99.2        Form of Notice of Grant of Non-Employee Directors Automatic Stock Option (Initial
            Grant).
99.3        Form of Notice of Grant of Non-Employee Directors Automatic Stock Option (Annual
            Grant).
99.4        Form of Automatic Stock Option Agreement.