<PAGE>

    As filed with the Securities and Exchange Commission on April 11, 2001
                                                             File No. 333-

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

                           RIVERSTONE NETWORKS, INC.
            (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
                  Delaware                                       95-4596178
        (State or other jurisdiction                          (I.R.S. Employer
      of incorporation or organization)                     Identification No.)
</TABLE>

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

                          5200 Great America Parkway
                         Santa Clara, California 95054
         (Address of principal executive offices, including zip code)

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

  Riverstone Networks, Inc. 2000 Equity Incentive Plan (Amended and Restated)
                           (Full title of the plan)

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

                              Mr. Romulus Pereira
                     President and Chief Executive Officer
                           Riverstone Networks, Inc.
                          5200 Great America Parkway
                         Santa Clara, California 95054
                                (408) 878-6500
    (Name, address and telephone number, including area code, of agent for
                                   service)

                        CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                           Proposed Maximum Proposed Maximum
  Title Of Securities      Amount To Be     Offering Price      Aggregate        Amount of
    To Be Registered        Registered       Per Share(1)   Offering Price(1) Registration Fee
----------------------------------------------------------------------------------------------
<S>                      <C>               <C>              <C>               <C>
Common Stock, Par Value
 $0.01.................  45,000,000 shares      $5.72         $257,399,654        $64,350
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
</TABLE>
(1) The Proposed Maximum Offering Price Per Share has been determined pursuant
    to Rule 457(h) solely for the purpose of determining the Registration Fee.
    Of the 45,000,000 shares being registered under the 2000 Equity Incentive
    Plan, 35,712,310 shares are subject to outstanding options on the date
    hereof and have a weighted average exercise price of $5.01 per share and
    an aggregate exercise price of $178,918,673 There are 9,287,690 shares
    remaining available for grant under the 2000 Equity Incentive Plan at
    option exercise prices still to be determined. The Proposed Maximum
    Offering Price Per Share and Proposed Maximum Aggregate Offering Price for
    these shares have been determined on the basis of the average of the high
    and low prices of the Common Stock reported on The Nasdaq National Market
    on April 9, 2001 to be $8.90 and $8.00, respectively.

  Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
  statement also covers such additional shares of Common Stock as may be
  issued in the event of a stock dividend, stock split, recapitalization or
  other similar transaction.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and
the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

   Riverstone Networks, Inc. (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:

  (a) Prospectus filed with the Securities and Exchange Commission (the
      "Commission") on February 16, 2001 pursuant to Rule 424(b)(4) under the
      Securities Act of 1933, as amended, in connection with the Initial
      Public Offering of the Common Stock of the Registrant pursuant to a
      Registration Statement on Form S-1 (File No. 333-45958).

  (b) Not applicable.

  (c) Description of the Company's Common Stock contained in its Registration
      Statement on Form 8-A, File No. 000-32269.

   All documents subsequently filed by the Registrant pursuant to Section
13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference from the date of filing of such documents.

Item 4. Description of Securities.

   Not applicable.

Item 5. Interests of Named Experts and Counsel.

   Not applicable.

Item 6. Indemnification of Directors and Officers.

   Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify 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 or investigative (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. Section 145 further provides that a corporation similarly
may indemnify any such person serving in

                                      II-1
<PAGE>

any such capacity 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, against expenses actually and
reasonably incurred in connection with the defense or settlement of such action
or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interest of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or such other court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person in fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

   Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided, however, that such provision shall not eliminate
or limit the liability of a director (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 (relating to unlawful payment of dividends and unlawful stock purchase and
redemption) or (iv) for any transaction from which the director derived an
improper personal benefit.

   The Registrant's restated certificate of incorporation, as amended, provides
that the Company's directors shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for the extent that exculpation from liabilities is not permitted under
the Delaware General Corporation Law as in effect at the time such liability is
determined. The restated certificate of incorporation, as amended, further
provides that the registrant shall indemnify its directors and officers to the
full extent permitted by the law of the state of Delaware.

Item 7. Exemption From Registration Claimed.

   Not applicable.

Item 8. Exhibits.

<TABLE>
<CAPTION>
 Exhibit
 Number                             Description
 -------                            -----------
 <C>     <S>
   3.1*  Form of Amended and Restated Certificate of Incorporation of the
         Registrant.

   3.2*  Form of Amended and Restated By-Laws of the Registrant.

   4.1*  Form of the Registrant's Common Stock Certificate.

  10.1*  Riverstone Networks, Inc. 2000 Equity Incentive Plan.

   5.1   Opinion of Ropes & Gray.

  23.1   Consent of KPMG LLP, Independent Auditors.

  23.2   Consent of Ropes & Gray (included within Exhibit 5.1).

  24.1   Power of Attorney (included on Signature Page).
</TABLE>
--------
* Incorporated by reference to the same numbered exhibit to the Registrant's
  Registration Statement on Form S-1, File No. 333-45958.

                                      II-2
<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 of 1933,
  (ii) to reflect in the prospectus any facts or events arising after the
  effective date of the registration statement (or the most recent post-
  effective amendment thereof), which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the
  registration statement, and (iii) to include any material information with
  respect to the plan of distribution not previously disclosed in the
  registration statement or any material change to such information in the
  registration statement; provided, however, that paragraphs (a)(1)(i) and
  (a)(1)(ii) shall 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 Section 15(d) of
  the Securities Exchange Act of 1934 that are incorporated by reference in
  the registration statement;

     (2) that, for the purpose of determining any liability under the
  Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 Act and
will be governed by the final adjudication of such issue.

                                      II-3
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Clara, The State
of California, on this 11th day of April, 2001.

                                          RIVERSTONE NETWORKS, INC.

                                                      /s/ Eric Jaeger
                                          By: _________________________________
                                                        Eric Jaeger
                                                         Secretary

                               POWER OF ATTORNEY

   Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below hereby authorizes
and constitutes Romulus Pereira, Robert Stanton and Eric Jaeger, and each of
them singly, his or her true and lawful attorneys with full power to them, and
each of them singly, to sign for him or her and in his or her name in the
capacities indicated below any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith, and he or she hereby
ratifies and confirms his or her signature as it may be signed by said
attorneys, or any of them, to any and all such amendments.

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

<S>                                  <C>                           <C>
        /s/ Romulus Pereira          President, Chief Executive    April 11, 2001
____________________________________  Executive Officer and
          Romulus Pereira             Director (principal
                                      executive officer)

         /s/ Robert Stanton          Executive Vice President of   April 11, 2001
____________________________________  Finance and Chief Financial
           Robert Stanton             Officer (principal
                                      financial and accounting
                                      officer)

          /s/ Piyush Patel           Chairman of the Board and     April 11, 2001
____________________________________
            Piyush Patel

          /s/ Eric Jaeger            Secretary and Director        April 11, 2001
____________________________________
            Eric Jaeger

           /s/ C. Lee Cox            Director                      April 11, 2001
____________________________________
             C. Lee Cox
</TABLE>

                                      II-4
<PAGE>

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

<S>                                  <C>                           <C>
       /s/ Jorge A. del Calvo        Director                      April 11, 2001
____________________________________
         Jorge A. del Calvo

      /s/ Christopher Paisley        Director                      April 11, 2001
____________________________________
        Christopher Paisley
</TABLE>

                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 17891}]
{"company-data": {"conformed-name": "RIVERSTONE NETWORKS INC", "cik": "0001123028", "assigned-sic": "3576", "irs-number": "954596178", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58736", "film-number": "1600762"}, "business-address": {"street1": "5200 GREAT AMERICA PKWY", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4088786500"}}
As filed with the Securities and Exchange Commission on April 11, 2001
                                                             File No. 333-

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

                           RIVERSTONE NETWORKS, INC.
            (Exact name of registrant as specified in its charter)
Delaware                                       95-4596178
        (State or other jurisdiction                          (I.R.S. Employer
      of incorporation or organization)                     Identification No.)
----------------

                          5200 Great America Parkway
                         Santa Clara, California 95054
         (Address of principal executive offices, including zip code)

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

  Riverstone Networks, Inc. 2000 Equity Incentive Plan (Amended and Restated)
                           (Full title of the plan)

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

                              Mr. Romulus Pereira
                     President and Chief Executive Officer
                           Riverstone Networks, Inc.
                          5200 Great America Parkway
                         Santa Clara, California 95054
                                (408) 878-6500
    (Name, address and telephone number, including area code, of agent for
                                   service)

                        CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
  Title Of Securities      Amount To Be     Offering Price      Aggregate        Amount of
    To Be Registered        Registered       Per Share(1)   Offering Price(1) Registration Fee
----------------------------------------------------------------------------------------------
Common Stock, Par Value
 $0.01.................  45,000,000 shares      $5.72         $257,399,654        $64,350
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
(1) The Proposed Maximum Offering Price Per Share has been determined pursuant
    to Rule 457(h) solely for the purpose of determining the Registration Fee.
    Of the 45,000,000 shares being registered under the 2000 Equity Incentive
    Plan, 35,712,310 shares are subject to outstanding options on the date
    hereof and have a weighted average exercise price of $5.01 per share and
    an aggregate exercise price of $178,918,673 There are 9,287,690 shares
    remaining available for grant under the 2000 Equity Incentive Plan at
    option exercise prices still to be determined. The Proposed Maximum
    Offering Price Per Share and Proposed Maximum Aggregate Offering Price for
    these shares have been determined on the basis of the average of the high
    and low prices of the Common Stock reported on The Nasdaq National Market
    on April 9, 2001 to be $8.90 and $8.00, respectively.

  Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
  statement also covers such additional shares of Common Stock as may be
  issued in the event of a stock dividend, stock split, recapitalization or
  other similar transaction.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and
the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

   Riverstone Networks, Inc. (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:

  (a) Prospectus filed with the Securities and Exchange Commission (the
      "Commission") on February 16, 2001 pursuant to Rule 424(b)(4) under the
      Securities Act of 1933, as amended, in connection with the Initial
      Public Offering of the Common Stock of the Registrant pursuant to a
      Registration Statement on Form S-1 (File No. 333-45958).

  (b) Not applicable.

  (c) Description of the Company's Common Stock contained in its Registration
      Statement on Form 8-A, File No. 000-32269.

   All documents subsequently filed by the Registrant pursuant to Section
13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference from the date of filing of such documents.

Item 4. Description of Securities.

   Not applicable.

Item 5. Interests of Named Experts and Counsel.

   Not applicable.

Item 6. Indemnification of Directors and Officers.

   Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify 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 or investigative (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. Section 145 further provides that a corporation similarly
may indemnify any such person serving in

                                      II-1
any such capacity 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, against expenses actually and
reasonably incurred in connection with the defense or settlement of such action
or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interest of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or such other court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person in fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

   Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided, however, that such provision shall not eliminate
or limit the liability of a director (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 (relating to unlawful payment of dividends and unlawful stock purchase and
redemption) or (iv) for any transaction from which the director derived an
improper personal benefit.

   The Registrant's restated certificate of incorporation, as amended, provides
that the Company's directors shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for the extent that exculpation from liabilities is not permitted under
the Delaware General Corporation Law as in effect at the time such liability is
determined. The restated certificate of incorporation, as amended, further
provides that the registrant shall indemnify its directors and officers to the
full extent permitted by the law of the state of Delaware.

Item 7. Exemption From Registration Claimed.

   Not applicable.

Item 8. Exhibits.
Exhibit
 Number                             Description
 -------                            -----------
3.1*  Form of Amended and Restated Certificate of Incorporation of the
         Registrant.

   3.2*  Form of Amended and Restated By-Laws of the Registrant.

   4.1*  Form of the Registrant's Common Stock Certificate.

  10.1*  Riverstone Networks, Inc. 2000 Equity Incentive Plan.

   5.1   Opinion of Ropes & Gray.

  23.1   Consent of KPMG LLP, Independent Auditors.

  23.2   Consent of Ropes & Gray (included within Exhibit 5.1).

  24.1   Power of Attorney (included on Signature Page).
--------
* Incorporated by reference to the same numbered exhibit to the Registrant's
  Registration Statement on Form S-1, File No. 333-45958.

                                      II-2
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,
  (ii) to reflect in the prospectus any facts or events arising after the
  effective date of the registration statement (or the most recent post-
  effective amendment thereof), which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the
  registration statement, and (iii) to include any material information with
  respect to the plan of distribution not previously disclosed in the
  registration statement or any material change to such information in the
  registration statement; provided, however, that paragraphs (a)(1)(i) and
  (a)(1)(ii) shall 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 Section 15(d) of
  the Securities Exchange Act of 1934 that are incorporated by reference in
  the registration statement;

     (2) that, for the purpose of determining any liability under the
  Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 Act and
will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Clara, The State
of California, on this 11th day of April, 2001.

                                          RIVERSTONE NETWORKS, INC.

                                                      /s/ Eric Jaeger
                                          By: _________________________________
                                                        Eric Jaeger
                                                         Secretary

                               POWER OF ATTORNEY

   Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below hereby authorizes
and constitutes Romulus Pereira, Robert Stanton and Eric Jaeger, and each of
them singly, his or her true and lawful attorneys with full power to them, and
each of them singly, to sign for him or her and in his or her name in the
capacities indicated below any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith, and he or she hereby
ratifies and confirms his or her signature as it may be signed by said
attorneys, or any of them, to any and all such amendments.
Signature                           Title                  Date
             ---------                           -----                  ----
/s/ Romulus Pereira          President, Chief Executive    April 11, 2001
____________________________________  Executive Officer and
          Romulus Pereira             Director (principal
                                      executive officer)

         /s/ Robert Stanton          Executive Vice President of   April 11, 2001
____________________________________  Finance and Chief Financial
           Robert Stanton             Officer (principal
                                      financial and accounting
                                      officer)

          /s/ Piyush Patel           Chairman of the Board and     April 11, 2001
____________________________________
            Piyush Patel

          /s/ Eric Jaeger            Secretary and Director        April 11, 2001
____________________________________
            Eric Jaeger

           /s/ C. Lee Cox            Director                      April 11, 2001
____________________________________
             C. Lee Cox
II-4
Signature                           Title                  Date
             ---------                           -----                  ----
/s/ Jorge A. del Calvo        Director                      April 11, 2001
____________________________________
         Jorge A. del Calvo

      /s/ Christopher Paisley        Director                      April 11, 2001
____________________________________
        Christopher Paisley
II-5