<Page>

As filed with the Securities and Exchange Commission on August 9, 2002
                                                Registration No. 333-__________
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

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

                              EAGLE BROADBAND, INC.
             (Exact name of Registrant as specified in its charter)


            TEXAS                                       76-0494995
(State or other jurisdiction                         (I.R.S. Employer
     of incorporation or                          Identification Number)
        organization)

    101 COURAGEOUS DRIVE                   DR. H. DEAN CUBLEY, CHAIRMAN AND CEO
 LEAGUE CITY, TEXAS 77573-3925                     101 COURAGEOUS DRIVE
       (281) 538-6000                          LEAGUE CITY, TEXAS 77573-3925
(Address, including zip code, and                     (281) 538-6000
 telephone number, including                (Name, address, including zip code,
 area code, of registrant's                   and telephone number, including
principal executive offices)                 area code, of agent for service)


                 EAGLE BROADBAND, INC. 2002 STOCK INCENTIVE PLAN
                            (Full Title of the Plans)

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

                                    COPY TO:
                            Thomas C. Pritchard, Esq.
                              Cavas S. Pavri, Esq.
                           Three Riverway, Suite 1800
                              Houston, Texas 77056
                              Phone (713) 209-2950
                               Fax (713) 659-2430

                                -----------------
<Table>
<Caption>
                                             CALCULATION OF REGISTRATION FEE
=============================================================================================================================

               TITLE OF                                    PROPOSED MAXIMUM           PROPOSED MAXIMUM           AMOUNT OF
           SECURITIES TO BE          AMOUNT BEING           OFFERING PRICE                AGGREGATE            REGISTRATION
              REGISTERED            REGISTERED(1)            PER SHARE(2)             OFFERING PRICE(2)             FEE
-----------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                       <C>                      <C>                      <C>
Common Stock, par value
$0.001 per share................      1,500,000                 $0.52                     $ 780,000                $ 72
-----------------------------------------------------------------------------------------------------------------------------

TOTAL                                                                                                              $ 72
=============================================================================================================================
</Table>

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

(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
      number of shares of the issuer's Common Stock registered hereunder will be
      adjusted in the event of stock splits, stock dividends or similar
      transactions.
(2)   Estimated solely for the purpose of calculating the amount of the
      registration fee pursuant to Rule 457(h), on the basis of the high and low
      prices of the Common Stock as reported by the American Stock Exchange on
      August 5, 2002.

<Page>


                                     PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed by Eagle Broadband, Inc. ("Company" or
"Registrant") with the Securities and Exchange Commission are incorporated in
this Form S-8 by reference:

      1. The Company's annual report for the fiscal year end August 31, 2001;

      2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act") since the end of
the fiscal year covered by the document referred to in (1) above, including
the Company's Form 10-Q for the fiscal quarter ended November 30, 2001, and
its Form 10-Q for the fiscal quarter ended February 28, 2002, and its Form
10-Q for the fiscal quarter ended May 31, 2002, as filed with the Commission;
and

      3. The description of the Company common stock which is contained in the
registration statement or amendment to any registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating the description.

      All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the Registration Statement that indicate that all
shares of common stock offered have been sold or that deregister all of the
shares then remaining unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be a part of it from the date of filing of the
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Principals of Brewer & Pritchard, P.C. own 31,157 shares of Company
common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Company's Articles of Incorporation provide that: "No director of the
Corporation shall be liable to the Corporation or its shareholders or members
for monetary damages for any act or omission in such director's capacity as a
director, except for (i) a breach of such director's duty of loyalty to the
Corporation or its shareholders or members; (ii) an act or omission not in good
faith that constitutes a breach of duty of the director to the Corporation, or
an act or omission that involves intentional misconduct or a knowing violation
of the law; (iii) a transaction from which a director received an improper
benefit, whether or not the benefit resulted from an action taken within the
scope of the director's office; or (iv) an act or omission for which the
liability of a director is expressly provided by an applicable statute."

      The Company's Articles further provide that: "The Corporation shall
indemnify all current and former directors and officers of the Corporation to
the fullest extent of the applicable law, including, without limitation, Article
2.02-1 of the Texas Business Corporation Act."

      The Texas Business Corporation Act generally provides that a director may
not be indemnified in respect of a proceeding (1) in which the person is found
liable on the basis that personal benefit was improperly received by him,
whether or not the benefit resulted from an action taken in the person's
official capacity; or (2) in which the person is found liable to the
corporation.

      Section 10.2 of the Company's Bylaws provide that "The Company shall
indemnify every Indemnitee [which includes officers and directors] against all
judgments, penalties (including excise and similar taxes), fines, amounts paid
in settlement and reasonable expenses actually incurred by the Indemnitee in
connection with any

<Page>

Proceeding in which he was, is or is threatened to be named defendant or
respondent, or in which he was or is a witness without being named a defendant
or respondent, by reason, in whole or in part, of his serving or having served,
or having been nominated or designated to serve, in any of the capacities
referred to in Section 10.1, if it is determined in accordance with Section 10.4
that the Indemnitee (a) conducted himself in good faith, (b) reasonably
believed, in the case of conduct in his Official Capacity, that his conduct was
in the Company's best interests and, in all other cases, that his conduct was at
least not opposed to the Company's best interests, and (c) in the case of any
criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful; provided, however, that in the event that an Indemnitee is found
liable to the Company or is found liable on the basis that personal benefit was
improperly received by the Indemnitee the indemnification (i) is limited to
reasonable expenses actually incurred by the Indemnitee in connection with the
Proceeding and (ii) shall not be made in respect of any Proceeding in which the
Indemnitee shall have been found liable for willful or intentional misconduct in
the performance of his duty to the Company. Except as provided in the
immediately preceding proviso to the first sentence of this Section 10.2, no
indemnification shall be made under this Section 10.2 in respect of any
Proceeding in which such Indemnitee shall have been (x) found liable on the
basis that personal benefit was improperly received by him, whether or not the
benefit resulted from an action taken in the Indemnitee's Official Capacity, or
(y) found liable to the Company. The termination of any Proceeding by judgment,
order, settlement or conviction, or on a plea of nolo contendere or its
equivalent, is not of itself determinative that the Indemnitee did not meet the
requirements set forth in clauses (a), (b) or (c) in the first sentence of this
Section 10.2. An Indemnitee shall be deemed to have been found liable in respect
of any claim, issue or matter only after the Indemnitee shall have been so
adjudged by a court of competent jurisdiction after exhaustion of all appeals
therefrom. Reasonable expenses shall, include, without limitation, all court
costs and all fees and disbursements of attorneys for the Indemnitee. The
indemnification provided herein shall be applicable whether or not negligence or
gross negligence of the Indemnitee is alleged or proven." Section 10.4 referred
to above provides that: "Any indemnification under Section 10.2 (unless ordered
by a court of competent jurisdiction) shall be made by the Company only upon a
determination that indemnification of the Indemnitee is proper in the
circumstances because he has met the applicable standard of conduct. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of Directors who, at the time of such vote, are not named
defendants or respondents in the Proceeding; (b) if such a quorum cannot be
obtained, then by a majority vote of a committee of the Board of Directors, duly
designated to act in the matter by a majority vote of all Directors (in which
designated Directors who are named defendants or respondents in the Proceeding
may participate), such committee to consist solely of two (2) or more Directors
who, at the time of the committee vote, are not named defendants or respondents
in the Proceeding; (c) by special legal counsel selected by the Board of
Directors or a committee thereof by vote as set forth in clauses (a) or (b) of
this Section 10.4 or, if the requisite quorum of all of the Directors cannot be
obtained therefor and such committee cannot be established, by a majority vote
of all of the Directors (in which Directors who are named defendants or
respondents in the Proceeding may participate); or (d) by the shareholders in a
vote that excludes the shares held by Directors that are named defendants or
respondents in the Proceeding. Determination as to reasonableness of expenses
shall be made in the same manner as the determination that indemnification is
permissible, except that if the determination that indemnification is
permissible is made by special legal counsel, determination as to reasonableness
of expenses must be made in the manner specified in clause (c) of the preceding
sentence for the selection of special legal counsel. In the event a
determination is made under this Section 10.4 that the Indemnitee has met the
applicable standard of conduct as to some matters but not as to others, amounts
to be indemnified may be reasonably prorated."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         The following exhibits are filed as part of this Registration
Statement:

EXHIBIT NO.             IDENTIFICATION OF EXHIBIT
-------------------------------------------------

   4.1(1)      Form of Common Stock Certificate
   5.1(2)      Opinion Regarding Legality
   10.1(2)     Eagle Broadband, Inc. 2002 Stock Incentive Plan
   23.1(2)     Consent of Counsel (included in Exhibit 5.1)

<Page>

   23.2(2)     Consent of McManus & Co., P.C., independent public accountants

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

 (1)   Incorporated by reference to Exhibit 4.1 of Form SB-2 file no. 333-20011.
 (2)   Filed with this Form S-8.

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. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or high
                    and of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the aggregate, the changes in volume
                    and price represent no more than 20 percent change in the
                    maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    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 (ii) do not
                    apply if the 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 with or furnished to the Commission
                    by the registrant pursuant to Section 13 or 15(d) of the
                    Exchange Act that are incorporated by reference in the
                    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 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 (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 provisions described in Item 6 above, 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 Securities Act and is, therefore, unenforceable. In the


<Page>

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.


<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 League City, State of Texas, on the 9th day of
August 2002.

                                EAGLE BROADBAND, INC.



                                By: /s/ H. DEAN CUBLEY
                                   --------------------------------------------
                                    Dr. H. Dean Cubley, Chief Executive Officer


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

      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/ H. DEAN CUBLEY             Chairman of the Board and          August 9, 2002
---------------------------    Chief Executive Officer
H. Dean Cubley


/s/ RICHARD R. ROYALL          Chief Financial Officer            August 9, 2002
---------------------------
Richard R. Royall


/s/ CHRISTOPHER W. FUTER       Director and Vice-President        August 9, 2002
---------------------------
Christopher W. Futer


/s/ A.L. CLIFFORD              Director                           August 9, 2002
---------------------------
A.L. Clifford


/s/ GLENN A. GOERKE            Director                           August 9, 2002
---------------------------
Glenn A. Goerke


/s/ MANNY CARTER               Director, President, and           August 9, 2002
---------------------------    Chief Operating Officer
Manny Carter
[{"type": "S-8", "sequence": "1", "filename": "a2083870zs-8.txt", "description": "S-8", "secsgml_size_bytes": 19950}]
{"company-data": {"conformed-name": "EAGLE WIRELESS INTERNATIONAL INC", "cik": "0001023139", "assigned-sic": "3669", "irs-number": "760494995", "state-of-incorporation": "TX", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97901", "film-number": "02725080"}, "business-address": {"street1": "101 COURAGEOUS DR", "city": "LEAGUE CITY", "state": "TX", "zip": "77573", "phone": "7132800488"}, "mail-address": {"street1": "101 COURAGEOUR DR", "city": "LEAGUE CITY", "state": "TX", "zip": "77573"}, "former-company": {"former-conformed-name": "EAGLE TELECOM INTERNATIONAL INC", "date-changed": "19961217"}}
As filed with the Securities and Exchange Commission on August 9, 2002
                                                Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

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

                              EAGLE BROADBAND, INC.
             (Exact name of Registrant as specified in its charter)

            TEXAS                                       76-0494995
(State or other jurisdiction                         (I.R.S. Employer
     of incorporation or                          Identification Number)
        organization)

    101 COURAGEOUS DRIVE                   DR. H. DEAN CUBLEY, CHAIRMAN AND CEO
 LEAGUE CITY, TEXAS 77573-3925                     101 COURAGEOUS DRIVE
       (281) 538-6000                          LEAGUE CITY, TEXAS 77573-3925
(Address, including zip code, and                     (281) 538-6000
 telephone number, including                (Name, address, including zip code,
 area code, of registrant's                   and telephone number, including
principal executive offices)                 area code, of agent for service)

                 EAGLE BROADBAND, INC. 2002 STOCK INCENTIVE PLAN
                            (Full Title of the Plans)

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

                                    COPY TO:
                            Thomas C. Pritchard, Esq.
                              Cavas S. Pavri, Esq.
                           Three Riverway, Suite 1800
                              Houston, Texas 77056
                              Phone (713) 209-2950
                               Fax (713) 659-2430

                                -----------------
CALCULATION OF REGISTRATION FEE
=============================================================================================================================

               TITLE OF                                    PROPOSED MAXIMUM           PROPOSED MAXIMUM           AMOUNT OF
           SECURITIES TO BE          AMOUNT BEING           OFFERING PRICE                AGGREGATE            REGISTRATION
              REGISTERED            REGISTERED(1)            PER SHARE(2)             OFFERING PRICE(2)             FEE
-----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.001 per share................      1,500,000                 $0.52                     $ 780,000                $ 72
-----------------------------------------------------------------------------------------------------------------------------

TOTAL                                                                                                              $ 72
=============================================================================================================================
------------

(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
      number of shares of the issuer's Common Stock registered hereunder will be
      adjusted in the event of stock splits, stock dividends or similar
      transactions.
(2)   Estimated solely for the purpose of calculating the amount of the
      registration fee pursuant to Rule 457(h), on the basis of the high and low
      prices of the Common Stock as reported by the American Stock Exchange on
      August 5, 2002.
PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed by Eagle Broadband, Inc. ("Company" or
"Registrant") with the Securities and Exchange Commission are incorporated in
this Form S-8 by reference:

      1. The Company's annual report for the fiscal year end August 31, 2001;

      2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act") since the end of
the fiscal year covered by the document referred to in (1) above, including
the Company's Form 10-Q for the fiscal quarter ended November 30, 2001, and
its Form 10-Q for the fiscal quarter ended February 28, 2002, and its Form
10-Q for the fiscal quarter ended May 31, 2002, as filed with the Commission;
and

      3. The description of the Company common stock which is contained in the
registration statement or amendment to any registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating the description.

      All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the Registration Statement that indicate that all
shares of common stock offered have been sold or that deregister all of the
shares then remaining unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be a part of it from the date of filing of the
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Principals of Brewer & Pritchard, P.C. own 31,157 shares of Company
common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Company's Articles of Incorporation provide that: "No director of the
Corporation shall be liable to the Corporation or its shareholders or members
for monetary damages for any act or omission in such director's capacity as a
director, except for (i) a breach of such director's duty of loyalty to the
Corporation or its shareholders or members; (ii) an act or omission not in good
faith that constitutes a breach of duty of the director to the Corporation, or
an act or omission that involves intentional misconduct or a knowing violation
of the law; (iii) a transaction from which a director received an improper
benefit, whether or not the benefit resulted from an action taken within the
scope of the director's office; or (iv) an act or omission for which the
liability of a director is expressly provided by an applicable statute."

      The Company's Articles further provide that: "The Corporation shall
indemnify all current and former directors and officers of the Corporation to
the fullest extent of the applicable law, including, without limitation, Article
2.02-1 of the Texas Business Corporation Act."

      The Texas Business Corporation Act generally provides that a director may
not be indemnified in respect of a proceeding (1) in which the person is found
liable on the basis that personal benefit was improperly received by him,
whether or not the benefit resulted from an action taken in the person's
official capacity; or (2) in which the person is found liable to the
corporation.

      Section 10.2 of the Company's Bylaws provide that "The Company shall
indemnify every Indemnitee [which includes officers and directors] against all
judgments, penalties (including excise and similar taxes), fines, amounts paid
in settlement and reasonable expenses actually incurred by the Indemnitee in
connection with any
Proceeding in which he was, is or is threatened to be named defendant or
respondent, or in which he was or is a witness without being named a defendant
or respondent, by reason, in whole or in part, of his serving or having served,
or having been nominated or designated to serve, in any of the capacities
referred to in Section 10.1, if it is determined in accordance with Section 10.4
that the Indemnitee (a) conducted himself in good faith, (b) reasonably
believed, in the case of conduct in his Official Capacity, that his conduct was
in the Company's best interests and, in all other cases, that his conduct was at
least not opposed to the Company's best interests, and (c) in the case of any
criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful; provided, however, that in the event that an Indemnitee is found
liable to the Company or is found liable on the basis that personal benefit was
improperly received by the Indemnitee the indemnification (i) is limited to
reasonable expenses actually incurred by the Indemnitee in connection with the
Proceeding and (ii) shall not be made in respect of any Proceeding in which the
Indemnitee shall have been found liable for willful or intentional misconduct in
the performance of his duty to the Company. Except as provided in the
immediately preceding proviso to the first sentence of this Section 10.2, no
indemnification shall be made under this Section 10.2 in respect of any
Proceeding in which such Indemnitee shall have been (x) found liable on the
basis that personal benefit was improperly received by him, whether or not the
benefit resulted from an action taken in the Indemnitee's Official Capacity, or
(y) found liable to the Company. The termination of any Proceeding by judgment,
order, settlement or conviction, or on a plea of nolo contendere or its
equivalent, is not of itself determinative that the Indemnitee did not meet the
requirements set forth in clauses (a), (b) or (c) in the first sentence of this
Section 10.2. An Indemnitee shall be deemed to have been found liable in respect
of any claim, issue or matter only after the Indemnitee shall have been so
adjudged by a court of competent jurisdiction after exhaustion of all appeals
therefrom. Reasonable expenses shall, include, without limitation, all court
costs and all fees and disbursements of attorneys for the Indemnitee. The
indemnification provided herein shall be applicable whether or not negligence or
gross negligence of the Indemnitee is alleged or proven." Section 10.4 referred
to above provides that: "Any indemnification under Section 10.2 (unless ordered
by a court of competent jurisdiction) shall be made by the Company only upon a
determination that indemnification of the Indemnitee is proper in the
circumstances because he has met the applicable standard of conduct. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of Directors who, at the time of such vote, are not named
defendants or respondents in the Proceeding; (b) if such a quorum cannot be
obtained, then by a majority vote of a committee of the Board of Directors, duly
designated to act in the matter by a majority vote of all Directors (in which
designated Directors who are named defendants or respondents in the Proceeding
may participate), such committee to consist solely of two (2) or more Directors
who, at the time of the committee vote, are not named defendants or respondents
in the Proceeding; (c) by special legal counsel selected by the Board of
Directors or a committee thereof by vote as set forth in clauses (a) or (b) of
this Section 10.4 or, if the requisite quorum of all of the Directors cannot be
obtained therefor and such committee cannot be established, by a majority vote
of all of the Directors (in which Directors who are named defendants or
respondents in the Proceeding may participate); or (d) by the shareholders in a
vote that excludes the shares held by Directors that are named defendants or
respondents in the Proceeding. Determination as to reasonableness of expenses
shall be made in the same manner as the determination that indemnification is
permissible, except that if the determination that indemnification is
permissible is made by special legal counsel, determination as to reasonableness
of expenses must be made in the manner specified in clause (c) of the preceding
sentence for the selection of special legal counsel. In the event a
determination is made under this Section 10.4 that the Indemnitee has met the
applicable standard of conduct as to some matters but not as to others, amounts
to be indemnified may be reasonably prorated."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         The following exhibits are filed as part of this Registration
Statement:

EXHIBIT NO.             IDENTIFICATION OF EXHIBIT
-------------------------------------------------

   4.1(1)      Form of Common Stock Certificate
   5.1(2)      Opinion Regarding Legality
   10.1(2)     Eagle Broadband, Inc. 2002 Stock Incentive Plan
   23.1(2)     Consent of Counsel (included in Exhibit 5.1)
23.2(2)     Consent of McManus & Co., P.C., independent public accountants

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

 (1)   Incorporated by reference to Exhibit 4.1 of Form SB-2 file no. 333-20011.
 (2)   Filed with this Form S-8.

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. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or high
                    and of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the aggregate, the changes in volume
                    and price represent no more than 20 percent change in the
                    maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    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 (ii) do not
                    apply if the 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 with or furnished to the Commission
                    by the registrant pursuant to Section 13 or 15(d) of the
                    Exchange Act that are incorporated by reference in the
                    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 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 (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 provisions described in Item 6 above, 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 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.
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 League City, State of Texas, on the 9th day of
August 2002.

                                EAGLE BROADBAND, INC.

                                By: /s/ H. DEAN CUBLEY
                                   --------------------------------------------
                                    Dr. H. Dean Cubley, Chief Executive Officer

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

      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/ H. DEAN CUBLEY             Chairman of the Board and          August 9, 2002
---------------------------    Chief Executive Officer
H. Dean Cubley

/s/ RICHARD R. ROYALL          Chief Financial Officer            August 9, 2002
---------------------------
Richard R. Royall

/s/ CHRISTOPHER W. FUTER       Director and Vice-President        August 9, 2002
---------------------------
Christopher W. Futer

/s/ A.L. CLIFFORD              Director                           August 9, 2002
---------------------------
A.L. Clifford

/s/ GLENN A. GOERKE            Director                           August 9, 2002
---------------------------
Glenn A. Goerke

/s/ MANNY CARTER               Director, President, and           August 9, 2002
---------------------------    Chief Operating Officer
Manny Carter