<PAGE>

          As filed with the Securities and Exchange Commission on August 6, 2001

                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                 ----------------------------------------------

                           WIRE ONE TECHNOLOGIES, INC.
             (Exact name of Registrant as Specified in Its Charter)
                 ----------------------------------------------

           Delaware                                          77-0312442
 (State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                        Identification No.)

                                 225 Long Avenue
                           Hillside, New Jersey 07205
                    (Address of Principal Executive Offices)

                            2000 Stock Incentive Plan

                            (Full Title of the Plan)
                 ----------------------------------------------

                                  Richard Reiss
                  Chairman, President, Chief Executive Officer

                           WIRE ONE TECHNOLOGIES, INC.
                                 225 Long Avenue
                           Hillside, New Jersey 07205
                     (Name and Address of Agent for Service)

                                 (973) 282-2000
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                           Michael J.W. Rennock, Esq.
                             Morrison & Foerster LLP
                           1290 Avenue of the Americas
                            New York, New York 10104
                                 (212) 468-8000
               --------------------------------------------------

<PAGE>

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

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

                                  Amount            Proposed Maximum       Proposed Maximum           Amount of
Title of Securities to be          to be             Offering Price       Aggregate Offering        Registration
        Registered              Registered             Per Share                 Price                   Fee
----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                         <C>                 <C>                         <C>
Common Stock, $.0001 par
value per share
                                          4,000              $ 1.94 (2)            $ 7,760 (2)                 $ 1.94
                                          5,000              $ 2.35 (2)           $ 11,750 (2)                 $ 2.94
                                         25,000              $ 2.44 (2)           $ 61,000 (2)                $ 15.25
                                          4,000              $ 2.56 (2)           $ 10,240 (2)                 $ 2.56
                                          8,000              $ 2.62 (2)           $ 20,960 (2)                 $ 5.24
                                          1,000              $ 2.75 (2)            $ 2,750 (2)                  $ .69
                                         20,200              $ 3.00 (2)           $ 60,600 (2)                $ 15.15
                                          1,750              $ 3.19 (2)            $ 5,582 (2)                 $ 1.40
                                         80,000            $ 3.8125 (2)          $ 305,000 (2)                $ 76.25
                                        840,000              $ 3.94 (2)        $ 3,309,600 (2)               $ 827.40
                                        250,000            $ 4.0625 (2)        $ 1,015,625 (2)               $ 253.91
                                         15,000              $ 4.12 (2)           $ 61,800 (2)                $ 15.45
                                        281,500              $ 4.13 (2)        $ 1,162,595 (2)               $ 290.65
                                          8,000              $ 4.28 (2)           $ 34,240 (2)                 $ 8.56
                                          1,000             $ 4.375 (2)            $ 4,375 (2)                 $ 1.09
                                        300,999              $ 5.50 (2)        $ 1,655,495 (2)               $ 413.87
                                        240,000              $ 5.00 (2)        $ 1,200,000 (2)               $ 300.00
                                        150,000               $5.30 (2)           $795,000 (2)               $ 198.75
                                        764,551             $ 5.905 (1)        $ 4,514,674 (1)             $ 1,128.67

TOTAL                          3,000,000 shares                                                            $ 3,559.77
-----                          ----------------                                                            ----------
</TABLE>

================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
     as amended (the "Securities Act"), the proposed maximum offering price per
     share and the proposed aggregate maximum offering price have been
     determined on the basis of the high and low prices of the Registrant's
     Common Stock quoted on the Nasdaq National Market on August 2, 2001.
(2)  Estimated solely for purposes of calculating the registration fee, and
     based upon the fixed exercise price of outstanding options in accordance
     with Rule 457(h) under the Securities Act.
================================================================================


                                       2

<PAGE>

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference.

       The following documents filed by Wire One Technologies, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:

       (1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

       (2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.

       (3) The Registrant's definitive Proxy Statement on Schedule 14A dated
April 26, 2001 and filed with the Commission on May 15, 2001, together with all
supplemental material filed thereto.

       (4) The Registrant's Current Report on Form 8-K filed with the Commission
on August 1, 2001.

       (5) The description of the Registrant's Common Stock contained in the
Company's Registration Statement on Form S-1 filed with the Commission on July
28, 2000, Commission File No. (333-42518) and all amendments thereto filed for
the purpose of updating such description.


       All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement but prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document 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 which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
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.


                                       3

<PAGE>

Item 6.    Indemnification of Directors and Officers.

         Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except:
(1) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) pursuant
to Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions), or (4) for any
transaction from which the director derived an improper personal benefit. The
Company's Certificate of Incorporation contains provisions permitted by Section
102(b)(7) of the DGCL.

         Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such director, officer, employee or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred.

       The Company's Certificate of Incorporation provides indemnification of
directors and officers of the Company to the fullest extent permitted by the
DGCL.

Item 7.    Exemption From Registration Claimed.

       Not applicable.

Item 8.    Exhibits.

       5.1      Opinion of Morrison & Foerster LLP.

       23.1     Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

       23.2     Consent of BDO Seidman LLP, Independent Auditors.

       24.1     Power of Attorney (See page 6).


                                       4

<PAGE>

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;

                  (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 this 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 this Registration Statement is on Form S-3 or Form S-8 and 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
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

              (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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 any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference 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 foregoing provisions 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 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 of 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.


                                       5

<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, Wire One
Technologies, Inc. certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hillside, State of New Jersey, on August 6,
2001.


                             WIRE ONE TECHNOLOGIES, INC.

                             By:      /s/  Richard Reiss
                                 -----------------------------------------
                                 Richard Reiss
                                 Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, Richard Reiss
and Jonathan Birkhahn, with full power to act alone, his true and lawful
attorneys-in-fact, with the power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done 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 may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons on behalf of the Registrant as of
this 6th day of August, 2001 in the capacities indicated.


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

<S>                                                      <C>
   /s/  Richard Reiss
-------------------------------------------------------  Chairman, President and Chief Executive Officer
 Richard Reiss                                           (Principal Executive Officer)

   /s/  Christopher Zigmont
-------------------------------------------------------  Chief Financial Officer
 Christopher Zigmont                                     (Principal Financial and Accounting Officer)

   /s/  Leo Flotron
-------------------------------------------------------
 Leo Flotron                                             Chief Operating Officer and Director

-------------------------------------------------------  Executive Vice President Business Affairs, General
 Jonathan Birkhahn                                       Counsel, Secretary and Director

   /s/  Louis Capolino
-------------------------------------------------------
 Louis Capolino                                          Director

-------------------------------------------------------
 Dean Hiltzik                                            Director

   /s/  James Kuster
-------------------------------------------------------
 James Kuster                                            Director

   /s/  Peter N. Maluso
-------------------------------------------------------
 Peter N. Maluso                                         Director
</TABLE>


                                       6

<PAGE>

                                INDEX TO EXHIBITS



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

5.1               Opinion of Morrison & Foerster LLP.

23.1              Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

23.2              Consent of BDO Seidman LLP, Independent Auditors.

24.1              Power of Attorney (See page 6).
[{"type": "S-8", "sequence": "1", "filename": "b312929_s8.txt", "secsgml_size_bytes": 20455}]
{"company-data": {"conformed-name": "WIRE ONE TECHNOLOGIES INC", "cik": "0000746210", "assigned-sic": "5065", "irs-number": "770312442", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66948", "film-number": "1698687"}, "business-address": {"street1": "225 LONG AVENUE", "city": "HILLSIDE", "state": "NJ", "zip": "07205", "phone": "8054828277"}, "mail-address": {"street1": "225 LONG AVENUE", "city": "HILLSIDE", "state": "NJ", "zip": "07205"}, "former-company": [{"former-conformed-name": "VIEW TECH INC", "date-changed": "19950418"}, {"former-conformed-name": "VIEWTECH INC", "date-changed": "19950418"}]}
As filed with the Securities and Exchange Commission on August 6, 2001

                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                 ----------------------------------------------

                           WIRE ONE TECHNOLOGIES, INC.
             (Exact name of Registrant as Specified in Its Charter)
                 ----------------------------------------------

           Delaware                                          77-0312442
 (State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                        Identification No.)

                                 225 Long Avenue
                           Hillside, New Jersey 07205
                    (Address of Principal Executive Offices)

                            2000 Stock Incentive Plan

                            (Full Title of the Plan)
                 ----------------------------------------------

                                  Richard Reiss
                  Chairman, President, Chief Executive Officer

                           WIRE ONE TECHNOLOGIES, INC.
                                 225 Long Avenue
                           Hillside, New Jersey 07205
                     (Name and Address of Agent for Service)

                                 (973) 282-2000
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                           Michael J.W. Rennock, Esq.
                             Morrison & Foerster LLP
                           1290 Avenue of the Americas
                            New York, New York 10104
                                 (212) 468-8000
               --------------------------------------------------
CALCULATION OF REGISTRATION FEE

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

                                  Amount            Proposed Maximum       Proposed Maximum           Amount of
Title of Securities to be          to be             Offering Price       Aggregate Offering        Registration
        Registered              Registered             Per Share                 Price                   Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, $.0001 par
value per share
                                          4,000              $ 1.94 (2)            $ 7,760 (2)                 $ 1.94
                                          5,000              $ 2.35 (2)           $ 11,750 (2)                 $ 2.94
                                         25,000              $ 2.44 (2)           $ 61,000 (2)                $ 15.25
                                          4,000              $ 2.56 (2)           $ 10,240 (2)                 $ 2.56
                                          8,000              $ 2.62 (2)           $ 20,960 (2)                 $ 5.24
                                          1,000              $ 2.75 (2)            $ 2,750 (2)                  $ .69
                                         20,200              $ 3.00 (2)           $ 60,600 (2)                $ 15.15
                                          1,750              $ 3.19 (2)            $ 5,582 (2)                 $ 1.40
                                         80,000            $ 3.8125 (2)          $ 305,000 (2)                $ 76.25
                                        840,000              $ 3.94 (2)        $ 3,309,600 (2)               $ 827.40
                                        250,000            $ 4.0625 (2)        $ 1,015,625 (2)               $ 253.91
                                         15,000              $ 4.12 (2)           $ 61,800 (2)                $ 15.45
                                        281,500              $ 4.13 (2)        $ 1,162,595 (2)               $ 290.65
                                          8,000              $ 4.28 (2)           $ 34,240 (2)                 $ 8.56
                                          1,000             $ 4.375 (2)            $ 4,375 (2)                 $ 1.09
                                        300,999              $ 5.50 (2)        $ 1,655,495 (2)               $ 413.87
                                        240,000              $ 5.00 (2)        $ 1,200,000 (2)               $ 300.00
                                        150,000               $5.30 (2)           $795,000 (2)               $ 198.75
                                        764,551             $ 5.905 (1)        $ 4,514,674 (1)             $ 1,128.67

TOTAL                          3,000,000 shares                                                            $ 3,559.77
-----                          ----------------                                                            ----------
================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
     as amended (the "Securities Act"), the proposed maximum offering price per
     share and the proposed aggregate maximum offering price have been
     determined on the basis of the high and low prices of the Registrant's
     Common Stock quoted on the Nasdaq National Market on August 2, 2001.
(2)  Estimated solely for purposes of calculating the registration fee, and
     based upon the fixed exercise price of outstanding options in accordance
     with Rule 457(h) under the Securities Act.
================================================================================

                                       2
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

       The following documents filed by Wire One Technologies, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:

       (1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

       (2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.

       (3) The Registrant's definitive Proxy Statement on Schedule 14A dated
April 26, 2001 and filed with the Commission on May 15, 2001, together with all
supplemental material filed thereto.

       (4) The Registrant's Current Report on Form 8-K filed with the Commission
on August 1, 2001.

       (5) The description of the Registrant's Common Stock contained in the
Company's Registration Statement on Form S-1 filed with the Commission on July
28, 2000, Commission File No. (333-42518) and all amendments thereto filed for
the purpose of updating such description.

       All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement but prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document 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 which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
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.

                                       3
Item 6.    Indemnification of Directors and Officers.

         Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except:
(1) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) pursuant
to Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions), or (4) for any
transaction from which the director derived an improper personal benefit. The
Company's Certificate of Incorporation contains provisions permitted by Section
102(b)(7) of the DGCL.

         Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such director, officer, employee or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred.

       The Company's Certificate of Incorporation provides indemnification of
directors and officers of the Company to the fullest extent permitted by the
DGCL.

Item 7.    Exemption From Registration Claimed.

       Not applicable.

Item 8.    Exhibits.

       5.1      Opinion of Morrison & Foerster LLP.

       23.1     Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

       23.2     Consent of BDO Seidman LLP, Independent Auditors.

       24.1     Power of Attorney (See page 6).

                                       4
Item 9.    Undertakings.

         (a)    The undersigned Registrant hereby undertakes:

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

                  (i)    To include any prospectus required by Section 10(a)(3)
of the 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 this 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 this Registration Statement is on Form S-3 or Form S-8 and 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
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

              (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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 any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference 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 foregoing provisions 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 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 of 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.

                                       5
SIGNATURES

        Pursuant to the requirements of the Securities Act, Wire One
Technologies, Inc. certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hillside, State of New Jersey, on August 6,
2001.

                             WIRE ONE TECHNOLOGIES, INC.

                             By:      /s/  Richard Reiss
                                 -----------------------------------------
                                 Richard Reiss
                                 Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, Richard Reiss
and Jonathan Birkhahn, with full power to act alone, his true and lawful
attorneys-in-fact, with the power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done 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 may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons on behalf of the Registrant as of
this 6th day of August, 2001 in the capacities indicated.
Signature                                               Title
 ---------                                               -----
/s/  Richard Reiss
-------------------------------------------------------  Chairman, President and Chief Executive Officer
 Richard Reiss                                           (Principal Executive Officer)

   /s/  Christopher Zigmont
-------------------------------------------------------  Chief Financial Officer
 Christopher Zigmont                                     (Principal Financial and Accounting Officer)

   /s/  Leo Flotron
-------------------------------------------------------
 Leo Flotron                                             Chief Operating Officer and Director

-------------------------------------------------------  Executive Vice President Business Affairs, General
 Jonathan Birkhahn                                       Counsel, Secretary and Director

   /s/  Louis Capolino
-------------------------------------------------------
 Louis Capolino                                          Director

-------------------------------------------------------
 Dean Hiltzik                                            Director

   /s/  James Kuster
-------------------------------------------------------
 James Kuster                                            Director

   /s/  Peter N. Maluso
-------------------------------------------------------
 Peter N. Maluso                                         Director
6
INDEX TO EXHIBITS

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

5.1               Opinion of Morrison & Foerster LLP.

23.1              Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

23.2              Consent of BDO Seidman LLP, Independent Auditors.

24.1              Power of Attorney (See page 6).