As filed with the Securities and Exchange Commission on April 10, 1998
                                                       Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                      NETWORK EQUIPMENT TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                      94-2904044
(State or other jurisdiction of             (I.R.S. employer identification No.)
incorporation or organization)

            800 Saginaw Drive, Redwood City, CA 94063 (650) 366-4400
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)

                        1998 Employee Stock Purchase Plan

                           N.E.T. Stock Option Program

                             1993 Stock Option Plan
                            (Full title of the plan)

                             James B. De Golia, Esq.
                       Vice President and General Counsel
                                800 Saginaw Drive
                             Redwood City, CA 94063
                     (Name and address of agent for service)

                                 (650) 366-4400
          (Telephone number, including area code, of agent for service)

                With copies of all notices and communications to:

                            Stephen C. Ferruolo, Esq.
                         Heller Ehrman White & McAuliffe
                              525 University Avenue
                               Palo Alto, CA 94301
                            Telephone: (650) 324-7000
                            Facsimile: (650) 324-0638

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
     Title of securities                   Amount           Proposed maximum          Proposed maximum                  Amount of
      to be registered                      to be          offering price per     aggregate offering price          registration fee
                                         registered            share (1)                     (1)                  
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                    <C>                     <C>                           <C>       
Common Stock $.001 par value              3,600,000              $17.50                  $63,000,000                   $18,585.00
====================================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of computing the amount of the
     registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
     as amended based on the average of the high and low prices reported of the
     Registrant's Common Stock on the New York Stock Exchange on April 6, 1998.



<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents, which have been filed by Network Equipment
Technologies, Inc. (the "Registrant") with the Securities and Exchange
Commission (the "Commission"), are hereby incorporated by reference in this
Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 31, 1997;

     (b)  The Registrant's quarterly reports on Form 10-Q for the fiscal
          quarters ended June 29, 1997, September 28, 1997 and December 28,
          1997;

     (c)  The Registrant's current report on Form 8-K filed with the Commission
          on April 9, 1998; and

     (d)  The description of the Registrant's Common Stock contained in its
          registration statement filed with the Commission under the Securities
          and Exchange Act of 1934, as amended ("Exchange Act"), including any
          amendment or reports filed for the purpose of updating such
          description.

     All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the termination of
the offering of the securities offered hereby shall be deemed to be incorporated
by reference into this registration statement and to be a part hereof from the
respective dates 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 other subsequently
filed document that also is or 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.

                                        2

<PAGE>

Item 6.   Indemnification of Directors and Officers

     The Registrant has the power to indemnify its officers and directors
against liability for certain acts pursuant to Section 145 of the General
Corporation Law of the State of Delaware. Section 6 of Article VII of the
Registrant's By-Laws provides:

          "INDEMNIFICATION OF OFFICERS AND DIRECTORS

          (a)  Indemnification in Actions Other Than Those Brought by the
               Corporation. The corporation shall indemnify and hold harmless,
               to the fullest extent permitted by the Delaware General
               Corporation Law, as the same exists or may hereafter be amended
               (but, in the case of such amendment, only to the extent that such
               amendment permits the corporation to provide broader
               indemnification rights than such law permitted the corporation to
               provide prior to such amendment), any person who was or is a
               party or is threatened to be made a party to any threatened,
               pending or completed action, suit or proceeding, whether civil,
               criminal, administrative or investigative (other than an action
               by or in the right of the corporation) by reason of the fact that
               he or she is or was a director or officer of the corporation, or
               is or was serving at the request of the corporation as a
               director, officer, employee or agent of another corporation
               against expenses (including attorneys' fees), judgments, fines
               and amounts paid in settlement actually and reasonably incurred
               by him or her in connection with such action, suit or proceeding.
               Except as provided in paragraph (d) of this Section 6, the
               corporation shall be required to indemnify a person in connection
               with a proceeding (or part thereof) initiated by such person only
               if the proceeding (or part thereof) was authorized by the Board
               of Directors of the corporation.

          (b)  Indemnification in Actions Brought By or on Behalf of the
               Corporation. The corporation shall indemnify and hold harmless,
               to the fullest extent permitted by the Delaware General
               Corporation Law, as the same exists or may hereafter be amended,
               any person who was or is a party or is threatened to be made a
               party to any threatened, pending or completed action or suit by
               or in the right of the corporation to procure a judgment in its
               favor by reason of the fact that he or she is or was a director
               or officer of the corporation, or is or was serving at the
               request of the corporation as a director, officer, employee or
               agent of another corporation, against expenses (including
               attorneys' fees) actually and reasonably incurred by him or her
               in connection with the defense or settlement of such action or
               suit.

          (c)  Expenses; Prepayment. The corporation shall pay the expenses
               (including attorneys' fees) incurred by a director or officer who
               has been successful on the merits or otherwise in defending any
               action, suit or proceeding referenced in paragraphs (a) and (b)
               of

                                        3

<PAGE>

               this Section 6 and shall pay such expenses in advance of the
               final disposition of such matter upon receipt of an undertaking
               by the director or officer to repay all amounts advanced if it
               should be ultimately determined that the director or officer is
               not entitled to be indemnified under this Article or otherwise.

          (d)  Indemnification Procedure; Claims. Any indemnification under
               paragraphs (a) and (b) of this Section 6 (unless ordered by a
               court) shall be made by the corporation only as authorized in the
               specific case upon a determination that indemnification of the
               director of office is proper in the circumstances because he or
               she has met the applicable standard of conduct set forth in
               paragraphs (a) and (b). If a claim for indemnification or payment
               of expenses under Section 6 of this Article is not paid in full
               within sixty days after a written claim therefor has been
               received by the corporation, the claimant may file suit to
               recover the unpaid amount of such claim and, if successful in
               whole or in part, shall be entitled to be paid the expense of
               prosecuting such claim.

          (e)  Indemnification of Others. The Board of Directors, in its
               discretion, shall have the power on behalf of the corporation to
               indemnify any person, other than a director or officer, made a
               party to any action, suit or proceeding by reason of the fact
               that he or she, or his or her testator or intestate, is or was an
               employee or agent of the corporation and to pay the expenses
               incurred by any such person in defending such action, suit or
               proceeding in advance of its final disposition.

          (f)  Non-exclusivity of Rights. The indemnification and advancement of
               expenses provided by or granted pursuant to Section 6 of this
               Article VII shall not be deemed exclusive of any other rights to
               which those seeking indemnification or advancement of expenses
               may be entitled under any bylaw, agreement, vote of stockholders,
               or disinterested directors or otherwise, both as to action in his
               or her official capacity and as to action in another capacity
               while holding such office.

          (g)  Other Indemnification. The corporation's obligation, if any, to
               indemnify any person who was or is serving at its request as a
               director, officer, employee or agent of another corporation,
               partnership, joint venture, trust, enterprise or nonprofit entity
               shall be reduced by any amount such person may collect as
               indemnification from such other corporation, partnership, joint
               venture, trust, enterprise or nonprofit enterprise.

          (h)  Insurance. The corporation shall have the power to purchase and
               maintain insurance on behalf of any person who is or was a
               director, officer, employee or agent of the corporation or is or
               was serving at the request of the corporation as a director,
               officer, employee or agent of another corporation against any
               liability

                                       4

<PAGE>

               asserted against him or her and incurred by him or her in such
               capacity, or arising out of his or her status as such, whether or
               not the corporation would have the power to indemnify him or her
               against such liability under the provisions of this Section 6.

          (i)  Successor Entities. For purposes of Section 6 of this Article
               VII, references to "the corporation" shall include, in addition
               to the resulting corporation, any constituent corporation
               (including any constituent of a constituent) absorbed in a
               consolidation or merger which, if its separate existence had
               continued, would have had power and authority to indemnify its
               directors, officers, employees and agents so that any person who
               is or was a director, officer, employee or agent of such
               constituent corporation, or is or was serving at the request of
               such constituent corporation as a director, officer, employee or
               agent of another corporation shall stand in the same position
               under the provisions of this Section 6 of Article VII with
               respect to the resulting or surviving corporation as he or she
               would have with respect to such constituent corporation if its
               separate existence had continued.

          (j)  Survival of Rights; Amendment or Repeal. The indemnification and
               advancement of expenses provided by or granted pursuant to this
               Article VII shall, unless otherwise provided when authorized or
               ratified, continue as a person who has ceased to be a director,
               officer, employee or agent and shall inure to the benefit of the
               heirs, executors and administrators of such a person. Any repeal
               or modification of the foregoing provisions of Section 6 of this
               Article VII shall not adversely affect any right or protection
               hereunder of any person in respect of any act or omission
               occurring prior to the time of such repeal or modification.

     In addition, the Article IX of the Registrant's Restated Certificate of
Incorporation provides as follows:

          "A director of the corporation shall not be personally liable to the
          corporation or its stockholders for monetary damages for breach of
          fiduciary duty as a director, except for liability (i) for any breach
          of the director's duty of loyalty to the corporation 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 Corporation Law, or (iv) for
          any transaction from which the director derived any improper personal
          benefit. If the Delaware General Corporation Law is hereafter amended
          to authorize, with the approval of a corporation's stockholders,
          further reductions in the liability of the corporation's directors for
          breach of fiduciary duty, then a director of the corporation shall not
          be liable for any such breach to the fullest extent permitted by the
          Delaware General Corporation Law as so amended. Any repeal or
          modification of the foregoing provisions of this Article IX by the
          stockholders of the corporation shall

                                       5


<PAGE>

          not adversely affect any right or protection of a director of the
          corporation existing at the time of such repeal or modification."

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

           5   Opinion of Heller Ehrman White & McAuliffe

          23.1 Independent Auditors' Consent

          23.2 Consent of Heller Ehrman White & McAuliffe (filed as part of
               Exhibit 5)

          24   Power of Attorney (see page 8)

          99.1 1998 Employee Stock Purchase Plan

          99.2 N.E.T. Stock Option Program

          99.3 1993 Stock Option Plan

Item 9.   Undertakings

          A.   The undersigned Registrant hereby undertakes:

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

                    (i)  To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933, as amended (the
                         "Securities 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;

                   (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 paragraphs A(1)(i) and A(1)(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 by the Registrant pursuant to Section 13
               or 15(d) of the Exchange Act that are incorporated by reference
               in the registration statement.

                                       6

<PAGE>

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

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

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

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



                                       7

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Redwood City, state of California, on April 10, 1998.

                                      NETWORK EQUIPMENT
                                      TECHNOLOGIES, INC.


                                      By: /s/ Joseph J. Francesconi
                                          --------------------------------------
                                          Joseph J. Francesconi
                                          Chief Executive Officer and Director


                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Joseph
J. Francesconi and Craig M. Gentner his true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to the Registration
Statement, and to sign any registration statement for the same offering covered
by this Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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


<TABLE>
<CAPTION>
         Signature                                Title                              Date
         ---------                                -----                              ----

<S>                                  <C>                                        <C> 
   /s/ Joseph J. Francesconi         Chief Executive Officer and Director       April 10, 1998
--------------------------------     (Principal Executive Officer)
     Joseph J. Francesconi

                                        8


<PAGE>

      /s/ Craig M. Gentner           Senior Vice President, Chief               April 10, 1998
--------------------------------     Financial Officer and Corporate
          Craig M. Gentner           Secretary (Principal Financial and
                                     Accounting Officer)


       /s/ Dixon R. Doll            Director                                    April 10, 1998
--------------------------------
           Dixon R. Doll


       /s/ James K. Dutton          Director                                    April 10, 1998
--------------------------------
           James K. Dutton


       /s/ Walter J. Gill           Director                                    April 10, 1998
--------------------------------
           Walter J. Gill


       /s/ George M. Scalise        Director                                    April 10, 1998
--------------------------------
           George M. Scalise


       /s/ Hans A. Wolf             Director                                    April 10, 1998
--------------------------------
           Hans A. Wolf
</TABLE>


                                       9

<PAGE>

                                INDEX TO EXHIBITS


Item No.                 Description of Item                                Page
--------  --------------------------------------------------------------    ----

    5     Opinion of Heller Ehrman White & McAuliffe........................
 23.1     Independent Auditors' Consent.....................................
 23.2     Consent of Heller Ehrman White & McAuliffe (filed as part
            of Exhibit 5)...................................................
   24     Power of Attorney (see page 8)....................................
 99.1     1998 Employee Stock Purchase Plan.................................
 99.2     N.E.T. Stock Option Program.......................................
 99.3     1993 Stock Option Plan............................................









                                       10
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 26196}]
{"company-data": {"conformed-name": "NETWORK EQUIPMENT TECHNOLOGIES INC", "cik": "0000752431", "assigned-sic": "3576", "irs-number": "942904044", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49837", "film-number": "98591182"}, "business-address": {"street1": "800 SAGINAW DR", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "4153664400"}, "mail-address": {"street1": "800 SAGINAW DRIVE", "city": "REDWOOD CITY", "state": "CA", "zip": "94063"}}
As filed with the Securities and Exchange Commission on April 10, 1998
                                                       Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                      NETWORK EQUIPMENT TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                      94-2904044
(State or other jurisdiction of             (I.R.S. employer identification No.)
incorporation or organization)

            800 Saginaw Drive, Redwood City, CA 94063 (650) 366-4400
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)

                        1998 Employee Stock Purchase Plan

                           N.E.T. Stock Option Program

                             1993 Stock Option Plan
                            (Full title of the plan)

                             James B. De Golia, Esq.
                       Vice President and General Counsel
                                800 Saginaw Drive
                             Redwood City, CA 94063
                     (Name and address of agent for service)

                                 (650) 366-4400
          (Telephone number, including area code, of agent for service)

                With copies of all notices and communications to:

                            Stephen C. Ferruolo, Esq.
                         Heller Ehrman White & McAuliffe
                              525 University Avenue
                               Palo Alto, CA 94301
                            Telephone: (650) 324-7000
                            Facsimile: (650) 324-0638

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
     Title of securities                   Amount           Proposed maximum          Proposed maximum                  Amount of
      to be registered                      to be          offering price per     aggregate offering price          registration fee
                                         registered            share (1)                     (1)                  
------------------------------------------------------------------------------------------------------------------------------------
Common Stock $.001 par value              3,600,000              $17.50                  $63,000,000                   $18,585.00
====================================================================================================================================
(1)  Estimated solely for the purpose of computing the amount of the
     registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
     as amended based on the average of the high and low prices reported of the
     Registrant's Common Stock on the New York Stock Exchange on April 6, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents, which have been filed by Network Equipment
Technologies, Inc. (the "Registrant") with the Securities and Exchange
Commission (the "Commission"), are hereby incorporated by reference in this
Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 31, 1997;

     (b)  The Registrant's quarterly reports on Form 10-Q for the fiscal
          quarters ended June 29, 1997, September 28, 1997 and December 28,
          1997;

     (c)  The Registrant's current report on Form 8-K filed with the Commission
          on April 9, 1998; and

     (d)  The description of the Registrant's Common Stock contained in its
          registration statement filed with the Commission under the Securities
          and Exchange Act of 1934, as amended ("Exchange Act"), including any
          amendment or reports filed for the purpose of updating such
          description.

     All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the termination of
the offering of the securities offered hereby shall be deemed to be incorporated
by reference into this registration statement and to be a part hereof from the
respective dates 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 other subsequently
filed document that also is or 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.

                                        2
Item 6.   Indemnification of Directors and Officers

     The Registrant has the power to indemnify its officers and directors
against liability for certain acts pursuant to Section 145 of the General
Corporation Law of the State of Delaware. Section 6 of Article VII of the
Registrant's By-Laws provides:

          "INDEMNIFICATION OF OFFICERS AND DIRECTORS

          (a)  Indemnification in Actions Other Than Those Brought by the
               Corporation. The corporation shall indemnify and hold harmless,
               to the fullest extent permitted by the Delaware General
               Corporation Law, as the same exists or may hereafter be amended
               (but, in the case of such amendment, only to the extent that such
               amendment permits the corporation to provide broader
               indemnification rights than such law permitted the corporation to
               provide prior to such amendment), any person who was or is a
               party or is threatened to be made a party to any threatened,
               pending or completed action, suit or proceeding, whether civil,
               criminal, administrative or investigative (other than an action
               by or in the right of the corporation) by reason of the fact that
               he or she is or was a director or officer of the corporation, or
               is or was serving at the request of the corporation as a
               director, officer, employee or agent of another corporation
               against expenses (including attorneys' fees), judgments, fines
               and amounts paid in settlement actually and reasonably incurred
               by him or her in connection with such action, suit or proceeding.
               Except as provided in paragraph (d) of this Section 6, the
               corporation shall be required to indemnify a person in connection
               with a proceeding (or part thereof) initiated by such person only
               if the proceeding (or part thereof) was authorized by the Board
               of Directors of the corporation.

          (b)  Indemnification in Actions Brought By or on Behalf of the
               Corporation. The corporation shall indemnify and hold harmless,
               to the fullest extent permitted by the Delaware General
               Corporation Law, as the same exists or may hereafter be amended,
               any person who was or is a party or is threatened to be made a
               party to any threatened, pending or completed action or suit by
               or in the right of the corporation to procure a judgment in its
               favor by reason of the fact that he or she is or was a director
               or officer of the corporation, or is or was serving at the
               request of the corporation as a director, officer, employee or
               agent of another corporation, against expenses (including
               attorneys' fees) actually and reasonably incurred by him or her
               in connection with the defense or settlement of such action or
               suit.

          (c)  Expenses; Prepayment. The corporation shall pay the expenses
               (including attorneys' fees) incurred by a director or officer who
               has been successful on the merits or otherwise in defending any
               action, suit or proceeding referenced in paragraphs (a) and (b)
               of

                                        3
this Section 6 and shall pay such expenses in advance of the
               final disposition of such matter upon receipt of an undertaking
               by the director or officer to repay all amounts advanced if it
               should be ultimately determined that the director or officer is
               not entitled to be indemnified under this Article or otherwise.

          (d)  Indemnification Procedure; Claims. Any indemnification under
               paragraphs (a) and (b) of this Section 6 (unless ordered by a
               court) shall be made by the corporation only as authorized in the
               specific case upon a determination that indemnification of the
               director of office is proper in the circumstances because he or
               she has met the applicable standard of conduct set forth in
               paragraphs (a) and (b). If a claim for indemnification or payment
               of expenses under Section 6 of this Article is not paid in full
               within sixty days after a written claim therefor has been
               received by the corporation, the claimant may file suit to
               recover the unpaid amount of such claim and, if successful in
               whole or in part, shall be entitled to be paid the expense of
               prosecuting such claim.

          (e)  Indemnification of Others. The Board of Directors, in its
               discretion, shall have the power on behalf of the corporation to
               indemnify any person, other than a director or officer, made a
               party to any action, suit or proceeding by reason of the fact
               that he or she, or his or her testator or intestate, is or was an
               employee or agent of the corporation and to pay the expenses
               incurred by any such person in defending such action, suit or
               proceeding in advance of its final disposition.

          (f)  Non-exclusivity of Rights. The indemnification and advancement of
               expenses provided by or granted pursuant to Section 6 of this
               Article VII shall not be deemed exclusive of any other rights to
               which those seeking indemnification or advancement of expenses
               may be entitled under any bylaw, agreement, vote of stockholders,
               or disinterested directors or otherwise, both as to action in his
               or her official capacity and as to action in another capacity
               while holding such office.

          (g)  Other Indemnification. The corporation's obligation, if any, to
               indemnify any person who was or is serving at its request as a
               director, officer, employee or agent of another corporation,
               partnership, joint venture, trust, enterprise or nonprofit entity
               shall be reduced by any amount such person may collect as
               indemnification from such other corporation, partnership, joint
               venture, trust, enterprise or nonprofit enterprise.

          (h)  Insurance. The corporation shall have the power to purchase and
               maintain insurance on behalf of any person who is or was a
               director, officer, employee or agent of the corporation or is or
               was serving at the request of the corporation as a director,
               officer, employee or agent of another corporation against any
               liability

                                       4
asserted against him or her and incurred by him or her in such
               capacity, or arising out of his or her status as such, whether or
               not the corporation would have the power to indemnify him or her
               against such liability under the provisions of this Section 6.

          (i)  Successor Entities. For purposes of Section 6 of this Article
               VII, references to "the corporation" shall include, in addition
               to the resulting corporation, any constituent corporation
               (including any constituent of a constituent) absorbed in a
               consolidation or merger which, if its separate existence had
               continued, would have had power and authority to indemnify its
               directors, officers, employees and agents so that any person who
               is or was a director, officer, employee or agent of such
               constituent corporation, or is or was serving at the request of
               such constituent corporation as a director, officer, employee or
               agent of another corporation shall stand in the same position
               under the provisions of this Section 6 of Article VII with
               respect to the resulting or surviving corporation as he or she
               would have with respect to such constituent corporation if its
               separate existence had continued.

          (j)  Survival of Rights; Amendment or Repeal. The indemnification and
               advancement of expenses provided by or granted pursuant to this
               Article VII shall, unless otherwise provided when authorized or
               ratified, continue as a person who has ceased to be a director,
               officer, employee or agent and shall inure to the benefit of the
               heirs, executors and administrators of such a person. Any repeal
               or modification of the foregoing provisions of Section 6 of this
               Article VII shall not adversely affect any right or protection
               hereunder of any person in respect of any act or omission
               occurring prior to the time of such repeal or modification.

     In addition, the Article IX of the Registrant's Restated Certificate of
Incorporation provides as follows:

          "A director of the corporation shall not be personally liable to the
          corporation or its stockholders for monetary damages for breach of
          fiduciary duty as a director, except for liability (i) for any breach
          of the director's duty of loyalty to the corporation 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 Corporation Law, or (iv) for
          any transaction from which the director derived any improper personal
          benefit. If the Delaware General Corporation Law is hereafter amended
          to authorize, with the approval of a corporation's stockholders,
          further reductions in the liability of the corporation's directors for
          breach of fiduciary duty, then a director of the corporation shall not
          be liable for any such breach to the fullest extent permitted by the
          Delaware General Corporation Law as so amended. Any repeal or
          modification of the foregoing provisions of this Article IX by the
          stockholders of the corporation shall

                                       5
not adversely affect any right or protection of a director of the
          corporation existing at the time of such repeal or modification."

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

           5   Opinion of Heller Ehrman White & McAuliffe

          23.1 Independent Auditors' Consent

          23.2 Consent of Heller Ehrman White & McAuliffe (filed as part of
               Exhibit 5)

          24   Power of Attorney (see page 8)

          99.1 1998 Employee Stock Purchase Plan

          99.2 N.E.T. Stock Option Program

          99.3 1993 Stock Option Plan

Item 9.   Undertakings

          A.   The undersigned Registrant hereby undertakes:

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

                    (i)  To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933, as amended (the
                         "Securities 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;

                   (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 paragraphs A(1)(i) and A(1)(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 by the Registrant pursuant to Section 13
               or 15(d) of the Exchange Act that are incorporated by reference
               in the registration statement.

                                       6
(2)  That, for the purpose of determining any liability under the
                    Securities Act, each such post-effective amendment shall be
                    deemed to be a new registration statement relating to the
                    securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

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

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

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

                                       7
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Redwood City, state of California, on April 10, 1998.

                                      NETWORK EQUIPMENT
                                      TECHNOLOGIES, INC.

                                      By: /s/ Joseph J. Francesconi
                                          --------------------------------------
                                          Joseph J. Francesconi
                                          Chief Executive Officer and Director

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Joseph
J. Francesconi and Craig M. Gentner his true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to the Registration
Statement, and to sign any registration statement for the same offering covered
by this Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature                                Title                              Date
         ---------                                -----                              ----
/s/ Joseph J. Francesconi         Chief Executive Officer and Director       April 10, 1998
--------------------------------     (Principal Executive Officer)
     Joseph J. Francesconi

                                        8
/s/ Craig M. Gentner           Senior Vice President, Chief               April 10, 1998
--------------------------------     Financial Officer and Corporate
          Craig M. Gentner           Secretary (Principal Financial and
                                     Accounting Officer)

       /s/ Dixon R. Doll            Director                                    April 10, 1998
--------------------------------
           Dixon R. Doll

       /s/ James K. Dutton          Director                                    April 10, 1998
--------------------------------
           James K. Dutton

       /s/ Walter J. Gill           Director                                    April 10, 1998
--------------------------------
           Walter J. Gill

       /s/ George M. Scalise        Director                                    April 10, 1998
--------------------------------
           George M. Scalise

       /s/ Hans A. Wolf             Director                                    April 10, 1998
--------------------------------
           Hans A. Wolf
9
INDEX TO EXHIBITS

Item No.                 Description of Item                                Page
--------  --------------------------------------------------------------    ----

    5     Opinion of Heller Ehrman White & McAuliffe........................
 23.1     Independent Auditors' Consent.....................................
 23.2     Consent of Heller Ehrman White & McAuliffe (filed as part
            of Exhibit 5)...................................................
   24     Power of Attorney (see page 8)....................................
 99.1     1998 Employee Stock Purchase Plan.................................
 99.2     N.E.T. Stock Option Program.......................................
 99.3     1993 Stock Option Plan............................................

                                       10