<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2001
                                                   REGISTRATION NO. 333-_______

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

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 VIRYANET LTD.
             (Exact Name of Registrant as Specified in Its Charter)

        ISRAEL                                          N/A
    (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
    Incorporation or Organization)

                                 VIRYANET LTD.
                            5 KIRYAT HAMADA STREET
                        SCIENCE BASED INDUSTRIES CAMPUS
                          P.O. BOX 23052, HAR HOTZVIM
                            JERUSALEM 91230, ISRAEL
                               (972-2) 581-1462
              (Address of Principal Executive Offices) (Zip Code)
                             ____________________

                     1996 STOCK OPTION AND INCENTIVE PLAN
                     1997 STOCK OPTION AND INCENTIVE PLAN
                     1998 STOCK OPTION AND INCENTIVE PLAN
                     1999 STOCK OPTION AND INCENTIVE PLAN

                           (Full Title of the Plan)
                             ____________________

                                VIRYANET, INC.
                                2 WILLOW STREET
                          SOUTHBOROUGH, MA 01745-1027
                    (Name and Address of Agent For Service)

                                (508) 490-8600
         (Telephone Number, Including Area Code, of Agent For Service)
                        ______________________________

                                  Copies to:

        Howard S. Rosenblum, Esq.                    Dan Geva, Adv.
     TESTA, HURWITZ & THIBEAULT, LLP          MEITAR, LIQUORNIK, GEVA & CO.
             125 High Street                   16 Abba Hillel Silver Road
       Boston, Massachusetts 02110              Ramat Gan 52506, Israel
              (617) 248-7000                         (972-3) 610-3100

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

<PAGE>

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>


                                                         PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                        AMOUNT TO BE     OFFERING PRICE         AGGREGATE           AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED     REGISTERED          PER SHARE        OFFERING PRICE     REGISTRATION FEE
------------------------------------     ----------          ---------        --------------     ----------------

<S>                                   <C>                <C>                <C>                 <C>

1996 STOCK OPTION AND INCENTIVE PLAN  811,820 shares          $ 0.611 (1)      $   496,022.02           $  124.01
Ordinary Shares (par value 0.1 NIS    250,000 shares          $ 1.00  (1)      $   250,000.00           $   62.50
 per share)


1997 STOCK OPTION AND INCENTIVE PLAN  189,975 shares          $ 2.30  (1)      $   436,942.50           $  109.24
Ordinary Shares (par value 0.1 NIS
 per share)


1998 STOCK OPTION AND INCENTIVE PLAN  150,000 shares          $ 1.00  (1)      $   150,000.00           $   37.50
Ordinary Shares (par value 0.1 NIS    330,500 shares          $ 3.20  (1)      $ 1,057,600.00           $  264.40
 per share)                           100,000 shares          $ 3.75  (1)      $   375,000.00           $   93.75
                                      200,000 shares          $ 3.90  (1)      $   780,000.00           $  195.00



1999 STOCK OPTION AND INCENTIVE PLAN  373,000 shares          $ 2.57  (1)      $   958,610.00           $  239.65
Ordinary Shares (par value 0.1 NIS    10,000 shares           $ 3.20  (1)      $    32,000.00           $    8.00
 per share)                           75,000 shares           $ 3.75  (1)      $   281,250.00           $   70.31
                                      2,409,730 shares        $ 5.75  (1)      $13,855,947.50           $3,463.99
                                      347,000 shares          $ 8.00  (1)      $ 2,776,000.00           $  694.00
                                      5,000 shares            $10.00  (1)      $    50,000.00           $   12.50
                                      373,500 shares          $11.00  (1)      $ 4,108,500.00           $1,027.13
                                      12,000 shares           $12.00  (1)      $   144,000.00           $   36.00
                                      350,000 shares          $ 0.72  (1)      $   252,000.00           $   63.00
                                      1,942,881 shares        $ 0.96  (1)      $ 1,865,165.76           $  466.29
                                      15,000 shares           $ 0.80  (1)      $    12,000.00           $    3.00
                                      75,000 shares           $ 1.00  (1)      $    75,000.00           $   18.75
                                      180,000 shares          $ 0.86  (1)      $   154,800.00           $   38.70
                                      799,129 shares          $ 0.73  (2)      $   583,364.17           $  145.84


TOTAL:                                8,999,535 shares                         $28,694,201.95           $7,173.56
</TABLE>
__________________________________________

(1) Such shares are issuable upon exercise of outstanding options with fixed
    exercise prices.  Pursuant to Rule 457(h), the aggregate offering price and
    the fee have been computed upon the basis of the price at which the options
    may be exercised.  The offering price per share set forth for such shares is
    the exercise price per share at which such options are exercisable.

(2) The price of $0.73 per share, which is the average of the high and low
    prices of an Ordinary Share of the Registrant reported on the Nasdaq
    National Market on July 23, 2001, is set forth solely for purposes of
    calculating the filing fee pursuant to Rule 457(c) and has been used for
    those shares without a fixed exercise price.

                                       2
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

   The documents containing the information specified in this Item 1 will be
sent or given to employees, directors and others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

   The documents containing the information specified in this Item 2 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Commission and the
instructions to Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

   The following documents filed by ViryaNet Ltd. (the "Company" or the
"Registrant") with the Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act") and the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated by reference in this Registration
Statement:

   (a) The Registrant's annual report on Form 20-F for the year ended December
       31, 2000, File No. 000-31513, filed with the Commission on May 10, 2001.

   (b) The Registrant's report on Form 6-K for the month of February 2001, File
       No. 000-31513, filed with the Commission on February 16, 2001.

   (c) The Registrant's report on Form 6-K for the month of April 2001, File No.
       000-31513, filed with the Commission on May 3, 2001.

   (d) The Registrant's report on Form 6-K for the month of June 2001, File
       No. 000-31513, filed with the Commission on June 11, 2001.

   (e) The section entitled "Description of Registrant's Securities to be
       Registered" contained in the Registrant's Registration Statement on Form
       8-A, File No. 000-31513, filed with the Commission pursuant to Section
       12(g) of the Exchange Act on September 12, 2000, including any amendment
       or report filed for the purpose of updating such description.

                                       3
<PAGE>

    All documents subsequently filed with the Commission 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 which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

    Israeli counsel for the Company, Meitar, Liquornik, Geva & Co., 16 Abba
Hillel Silver Road, Ramat Gan 52506, Israel, has rendered an opinion as to the
Ordinary Shares offered hereby. As of July 26, 2001, certain employees,
former employees, partners and former partners of Meitar, Liquornik, Geva & Co.
hold in the aggregate options to purchase 267,600 Ordinary Shares of the
Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Under the Israeli Companies Law, an Israeli company may not exempt an office
holder from liability for a breach of his or her duty of loyalty, but may exempt
in advance an office holder from his or her liability to the company, in whole
or in part, for a breach of his or her duty of care.

Office Holder Insurance

     The Company's Amended and Restated Articles of Association provide that,
subject to the provisions of the Companies Law, the Company may enter into a
contract for the insurance of the liability of any of the Company's office
holders for acts which he or she performed in his or her capacity as an office
holder in relation to: (a) a breach of his or her duty of care to the Company or
to another person; (b) a breach of his or her duty of loyalty to the Company,
provided that the office holder acted in good faith and had reasonable cause to
assume that his or her act would not prejudice the Company's interests; or (c) a
financial liability imposed upon him or her in favor of another person.

Indemnification of Office Holders

    The Company's Amended and Restated Articles of Association provide that the
Company may indemnify an office holder against: (a) a financial liability
imposed on him or her in favor of another person by any judgment, including a
settlement or an arbitrator's award approved by a court concerning an act
performed in his or her capacity as an office holder; (b) reasonable litigation
expenses, including attorneys' fees, expended by the office holder or charged to
him or her by a court in proceedings the Company institutes against him or her,
instituted on the Company's behalf, or instituted by another person, in each
case relating to an act performed in his or her capacity as an office holder;
and (c) reasonable litigation expenses relating to an act performed in his or
her capacity as an office holder, including attorneys' fees, expended by the
office holder or charged to him or her by a court in a criminal proceeding from
which he or she was acquitted, or a criminal proceeding in which he or she was
convicted for a criminal offense that does not require proof of intent.

    The Company's Amended and Restated Articles of Association also include: (a)
authorization to undertake, in advance, to indemnify an office holder, provided
that the undertaking is limited to specified events which the board of directors
believes are anticipated and limited in amount determined by the board of
directors to be reasonable under the circumstances; and (b) authorization to
indemnify retroactively an office holder.

                                       4
<PAGE>

Limitations on Insurance and Indemnification

    The Companies Law provides that a company may not indemnify an office holder
nor enter into an insurance contract which would provide coverage for any
monetary liability incurred as a result of:

  . a breach by the office holder of his or her duty of loyalty unless the
    office holder acted in good faith and had a reasonable basis to believe that
    the act would not prejudice the company;

  . a breach by the office holder of his or her duty of care if the breach was
    done intentionally or recklessly;

  . any act or omission done with the intent to derive an illegal personal
    benefit; or

  . any fine levied against the office holder.

    Under the Companies Law, indemnification of, and procurement of insurance
coverage for, the Company's office holders must be approved by the Company's
audit committee and the Company's board of directors and, in specified
circumstances, by the Company's shareholders.

   The Company has agreed to indemnify its office holders under indemnification
agreements with each office holder. The Company has also exempted and agreed to
indemnify its office holders from liabilities resulting from acts performed by
them in their capacity as an officer holder to the maximum extent permitted
under the Companies Law.  The Company has obtained directors and officers
liability insurance for the benefit of its office holders.

  The Company's U.S. subsidiary has also entered into indemnification agreements
with certain of its key employees.  These agreements provide, independent of the
indemnification these individuals are entitled to by law and under the
provisions of the subsidiary's charter, indemnification for certain acts while
employed by the subsidiary.  These indemnification agreements contain
exclusions, such as limiting indemnification that would be unlawful or that is
covered by other liability insurance.  Moreover, employees are not indemnified
against liability to the extent that the employee gained a personal profit to
which he or she is not legally entitled, including proceeds obtained from the
illegal trading of the Company's equity securities.  The performance of these
agreements is guaranteed by the Company as parent of the U.S. subsidiary, to the
extent permitted by Israeli law.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.  Description of Exhibit
-----------  ----------------------

4.1          Specimen certificate of the Registrant's Ordinary Shares (filed as
             Exhibit 4.1 to the Registrant's Registration Statement on Form F-1
             (SEC File No. 333-42158) and incorporated herein by reference).

4.2          Memorandum of Association of the Registrant (filed as Exhibit 3.1
             to the Registrant's Registration Statement on Form F-1 (SEC File
             No. 333-42158) and incorporated herein by reference).

                                       5
<PAGE>

4.3       Amended and Restated Articles of Association of the Registrant (filed
          as Exhibit 3.3 to the Registrant's Registration Statement on Form F-1
          (SEC File No. 333-42158) and incorporated herein by reference).

4.4       1996 Stock Option and Incentive Plan (filed as Exhibit 10.1 to the
          Registrant's Registration Statement on Form F-1 (SEC File No. 333-
          42158) and incorporated herein by reference).

4.5       1997 Stock Option and Incentive Plan (filed as Exhibit 10.2 to the
          Registrant's Registration Statement on Form F-1 (SEC File No. 333-
          42158) and incorporated herein by reference).

4.6       1998 Stock Option and Incentive Plan (filed as Exhibit 10.3 to the
          Registrant's Registration Statement on Form F-1 (SEC File No. 333-
          42158) and incorporated herein by reference).

4.7       1999 Stock Option and Incentive Plan.

5.1       Opinion of Meitar, Liquornik, Geva & Co.

23.1      Consent of Kost, Forer & Gabbay, a member of Ernst & Young
          International.

23.2      Consent of Meitar, Liquornik, Geva & Co. (included in Exhibit 5.1).

24        Power of Attorney (included as part of the signature page to this
          Registration Statement).

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. 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 end 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.

          (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 therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

                                       6
<PAGE>

          (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 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to 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.

                                       7
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Southborough, Massachusetts, on this 26th day of
July, 2001.

                              VIRYANET LTD.

                              By: /s/ Winfried A. Burke
                                 -----------------------------------
                                 Winfried A. Burke
                                 President, Chief Executive Officer and Director


                              VIRYANET, INC.
                              Authorized U.S. Representative

                              By: /s/ Winfried A. Burke
                                 -----------------------------------
                                 Winfried A. Burke
                                 President and Chief Executive Officer

                                       8
<PAGE>

                        POWER OF ATTORNEY AND SIGNATURES

   The undersigned officers and directors of ViryaNet Ltd., hereby constitute
and appoint Samuel I. HaCohen and Winfried A. Burke, and each of them singly,
our true and lawful attorneys-in-fact, with full power to them and each of them
singly, to sign for us in our names in the capacities indicated below, any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, and
generally to do all things in our names and on our behalf in our capacities as
officers and directors to enable ViryaNet Ltd., to comply with the provisions of
the Securities Act of 1933, as amended, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and all amendments thereto.

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

Signature                                          Title(s)                        Date
---------                                          --------                        ----
<S>                                   <C>                                     <C>

 /s/ Samuel I. HaCohen                Chairman of the Board of Directors      July 26, 2001
-------------------------------
Samuel I. HaCohen

 /s/ Winfried A. Burke                President, Chief Executive Officer      July 26, 2001
-------------------------------       and Director
Winfried A. Burke

 /s/ Albert A. Gabrielli              Chief Financial Officer (Principal      July 26, 2001
-------------------------------       Financial and Accounting Officer)
Albert A. Gabrielli

 /s/ Vladimir Morgenstern             Executive Vice President, Corporate     July 26, 2001
-------------------------------       Program and Director
Vladimir Morgenstern

 /s/ Claudia Gatlin                   Director                                July 26, 2001
-------------------------------
Claudia Gatlin

/s/ Hillel Milo                       Director                                July 26, 2001
-------------------------------
Hillel Milo

 /s/ Amit Frenkel                     Director                                July 26, 2001
-------------------------------
Amit Frenkel

                                      Director                                July ___, 2001
-------------------------------
Yeoshua Agassi

</TABLE>

                                       9
<PAGE>

                                 EXHIBIT INDEX

Exhibit No.         Description of Exhibit
-----------         ----------------------

4.1       Specimen certificate of the Registrant's Ordinary Shares (filed as
          Exhibit 4.1 to the Registrant's Registration Statement on Form F-1
          (SEC File No. 333-42158) and incorporated herein by reference).

4.2       Memorandum of Association of the Registrant (filed as Exhibit 3.1 to
          the Registrant's Registration Statement on Form F-1 (SEC File No. 333-
          42158) and incorporated herein by reference).

4.3       Amended and Restated Articles of Association of the Registrant (filed
          as Exhibit 3.3 to the Registrant's Registration Statement on Form F-1
          (SEC File No. 333-42158) and incorporated herein by reference).

4.4       1996 Stock Option and Incentive Plan (filed as Exhibit 10.1 to the
          Registrant's Registration Statement on Form F-1 (SEC File No. 333-
          42158) and incorporated herein by reference).

4.5       1997 Stock Option and Incentive Plan (filed as Exhibit 10.2 to the
          Registrant's Registration Statement on Form F-1 (SEC File No. 333-
          42158) and incorporated herein by reference).

4.6       1998 Stock Option and Incentive Plan (filed as Exhibit 10.3 to the
          Registrant's Registration Statement on Form F-1 (SEC File No. 333-
          42158) and incorporated herein by reference).

4.7       1999 Stock Option and Incentive Plan.

5.1       Opinion of Meitar, Liquornik, Geva & Co.

23.1      Consent of Kost, Forer & Gabbay, a member of Ernst & Young
          International.

23.2      Consent of Meitar, Liquornik, Geva & Co. (included in Exhibit 5.1).

24        Power of Attorney (included as part of the signature page to this
          Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 27316}]
{"company-data": {"conformed-name": "VIRYANET LTD", "cik": "0001119744", "assigned-sic": "7372", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65904", "film-number": "1689828"}, "business-address": {"street1": "5 KIRYAT HAMADA STREET", "street2": "PO BOX 23052, HAR HOTZVIM, ISRAEL", "city": "JERUSALEM 91230", "phone": "5084908600"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2001
                                                   REGISTRATION NO. 333-_______

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

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 VIRYANET LTD.
             (Exact Name of Registrant as Specified in Its Charter)

        ISRAEL                                          N/A
    (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
    Incorporation or Organization)

                                 VIRYANET LTD.
                            5 KIRYAT HAMADA STREET
                        SCIENCE BASED INDUSTRIES CAMPUS
                          P.O. BOX 23052, HAR HOTZVIM
                            JERUSALEM 91230, ISRAEL
                               (972-2) 581-1462
              (Address of Principal Executive Offices) (Zip Code)
                             ____________________

                     1996 STOCK OPTION AND INCENTIVE PLAN
                     1997 STOCK OPTION AND INCENTIVE PLAN
                     1998 STOCK OPTION AND INCENTIVE PLAN
                     1999 STOCK OPTION AND INCENTIVE PLAN

                           (Full Title of the Plan)
                             ____________________

                                VIRYANET, INC.
                                2 WILLOW STREET
                          SOUTHBOROUGH, MA 01745-1027
                    (Name and Address of Agent For Service)

                                (508) 490-8600
         (Telephone Number, Including Area Code, of Agent For Service)
                        ______________________________

                                  Copies to:

        Howard S. Rosenblum, Esq.                    Dan Geva, Adv.
     TESTA, HURWITZ & THIBEAULT, LLP          MEITAR, LIQUORNIK, GEVA & CO.
             125 High Street                   16 Abba Hillel Silver Road
       Boston, Massachusetts 02110              Ramat Gan 52506, Israel
              (617) 248-7000                         (972-3) 610-3100

================================================================================
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                        AMOUNT TO BE     OFFERING PRICE         AGGREGATE           AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED     REGISTERED          PER SHARE        OFFERING PRICE     REGISTRATION FEE
------------------------------------     ----------          ---------        --------------     ----------------
1996 STOCK OPTION AND INCENTIVE PLAN  811,820 shares          $ 0.611 (1)      $   496,022.02           $  124.01
Ordinary Shares (par value 0.1 NIS    250,000 shares          $ 1.00  (1)      $   250,000.00           $   62.50
 per share)

1997 STOCK OPTION AND INCENTIVE PLAN  189,975 shares          $ 2.30  (1)      $   436,942.50           $  109.24
Ordinary Shares (par value 0.1 NIS
 per share)

1998 STOCK OPTION AND INCENTIVE PLAN  150,000 shares          $ 1.00  (1)      $   150,000.00           $   37.50
Ordinary Shares (par value 0.1 NIS    330,500 shares          $ 3.20  (1)      $ 1,057,600.00           $  264.40
 per share)                           100,000 shares          $ 3.75  (1)      $   375,000.00           $   93.75
                                      200,000 shares          $ 3.90  (1)      $   780,000.00           $  195.00

1999 STOCK OPTION AND INCENTIVE PLAN  373,000 shares          $ 2.57  (1)      $   958,610.00           $  239.65
Ordinary Shares (par value 0.1 NIS    10,000 shares           $ 3.20  (1)      $    32,000.00           $    8.00
 per share)                           75,000 shares           $ 3.75  (1)      $   281,250.00           $   70.31
                                      2,409,730 shares        $ 5.75  (1)      $13,855,947.50           $3,463.99
                                      347,000 shares          $ 8.00  (1)      $ 2,776,000.00           $  694.00
                                      5,000 shares            $10.00  (1)      $    50,000.00           $   12.50
                                      373,500 shares          $11.00  (1)      $ 4,108,500.00           $1,027.13
                                      12,000 shares           $12.00  (1)      $   144,000.00           $   36.00
                                      350,000 shares          $ 0.72  (1)      $   252,000.00           $   63.00
                                      1,942,881 shares        $ 0.96  (1)      $ 1,865,165.76           $  466.29
                                      15,000 shares           $ 0.80  (1)      $    12,000.00           $    3.00
                                      75,000 shares           $ 1.00  (1)      $    75,000.00           $   18.75
                                      180,000 shares          $ 0.86  (1)      $   154,800.00           $   38.70
                                      799,129 shares          $ 0.73  (2)      $   583,364.17           $  145.84

TOTAL:                                8,999,535 shares                         $28,694,201.95           $7,173.56
__________________________________________

(1) Such shares are issuable upon exercise of outstanding options with fixed
    exercise prices.  Pursuant to Rule 457(h), the aggregate offering price and
    the fee have been computed upon the basis of the price at which the options
    may be exercised.  The offering price per share set forth for such shares is
    the exercise price per share at which such options are exercisable.

(2) The price of $0.73 per share, which is the average of the high and low
    prices of an Ordinary Share of the Registrant reported on the Nasdaq
    National Market on July 23, 2001, is set forth solely for purposes of
    calculating the filing fee pursuant to Rule 457(c) and has been used for
    those shares without a fixed exercise price.

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

   The documents containing the information specified in this Item 1 will be
sent or given to employees, directors and others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

   The documents containing the information specified in this Item 2 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Commission and the
instructions to Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

   The following documents filed by ViryaNet Ltd. (the "Company" or the
"Registrant") with the Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act") and the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated by reference in this Registration
Statement:

   (a) The Registrant's annual report on Form 20-F for the year ended December
       31, 2000, File No. 000-31513, filed with the Commission on May 10, 2001.

   (b) The Registrant's report on Form 6-K for the month of February 2001, File
       No. 000-31513, filed with the Commission on February 16, 2001.

   (c) The Registrant's report on Form 6-K for the month of April 2001, File No.
       000-31513, filed with the Commission on May 3, 2001.

   (d) The Registrant's report on Form 6-K for the month of June 2001, File
       No. 000-31513, filed with the Commission on June 11, 2001.

   (e) The section entitled "Description of Registrant's Securities to be
       Registered" contained in the Registrant's Registration Statement on Form
       8-A, File No. 000-31513, filed with the Commission pursuant to Section
       12(g) of the Exchange Act on September 12, 2000, including any amendment
       or report filed for the purpose of updating such description.

                                       3
All documents subsequently filed with the Commission 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 which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

    Israeli counsel for the Company, Meitar, Liquornik, Geva & Co., 16 Abba
Hillel Silver Road, Ramat Gan 52506, Israel, has rendered an opinion as to the
Ordinary Shares offered hereby. As of July 26, 2001, certain employees,
former employees, partners and former partners of Meitar, Liquornik, Geva & Co.
hold in the aggregate options to purchase 267,600 Ordinary Shares of the
Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Under the Israeli Companies Law, an Israeli company may not exempt an office
holder from liability for a breach of his or her duty of loyalty, but may exempt
in advance an office holder from his or her liability to the company, in whole
or in part, for a breach of his or her duty of care.

Office Holder Insurance

     The Company's Amended and Restated Articles of Association provide that,
subject to the provisions of the Companies Law, the Company may enter into a
contract for the insurance of the liability of any of the Company's office
holders for acts which he or she performed in his or her capacity as an office
holder in relation to: (a) a breach of his or her duty of care to the Company or
to another person; (b) a breach of his or her duty of loyalty to the Company,
provided that the office holder acted in good faith and had reasonable cause to
assume that his or her act would not prejudice the Company's interests; or (c) a
financial liability imposed upon him or her in favor of another person.

Indemnification of Office Holders

    The Company's Amended and Restated Articles of Association provide that the
Company may indemnify an office holder against: (a) a financial liability
imposed on him or her in favor of another person by any judgment, including a
settlement or an arbitrator's award approved by a court concerning an act
performed in his or her capacity as an office holder; (b) reasonable litigation
expenses, including attorneys' fees, expended by the office holder or charged to
him or her by a court in proceedings the Company institutes against him or her,
instituted on the Company's behalf, or instituted by another person, in each
case relating to an act performed in his or her capacity as an office holder;
and (c) reasonable litigation expenses relating to an act performed in his or
her capacity as an office holder, including attorneys' fees, expended by the
office holder or charged to him or her by a court in a criminal proceeding from
which he or she was acquitted, or a criminal proceeding in which he or she was
convicted for a criminal offense that does not require proof of intent.

    The Company's Amended and Restated Articles of Association also include: (a)
authorization to undertake, in advance, to indemnify an office holder, provided
that the undertaking is limited to specified events which the board of directors
believes are anticipated and limited in amount determined by the board of
directors to be reasonable under the circumstances; and (b) authorization to
indemnify retroactively an office holder.

                                       4
Limitations on Insurance and Indemnification

    The Companies Law provides that a company may not indemnify an office holder
nor enter into an insurance contract which would provide coverage for any
monetary liability incurred as a result of:

  . a breach by the office holder of his or her duty of loyalty unless the
    office holder acted in good faith and had a reasonable basis to believe that
    the act would not prejudice the company;

  . a breach by the office holder of his or her duty of care if the breach was
    done intentionally or recklessly;

  . any act or omission done with the intent to derive an illegal personal
    benefit; or

  . any fine levied against the office holder.

    Under the Companies Law, indemnification of, and procurement of insurance
coverage for, the Company's office holders must be approved by the Company's
audit committee and the Company's board of directors and, in specified
circumstances, by the Company's shareholders.

   The Company has agreed to indemnify its office holders under indemnification
agreements with each office holder. The Company has also exempted and agreed to
indemnify its office holders from liabilities resulting from acts performed by
them in their capacity as an officer holder to the maximum extent permitted
under the Companies Law.  The Company has obtained directors and officers
liability insurance for the benefit of its office holders.

  The Company's U.S. subsidiary has also entered into indemnification agreements
with certain of its key employees.  These agreements provide, independent of the
indemnification these individuals are entitled to by law and under the
provisions of the subsidiary's charter, indemnification for certain acts while
employed by the subsidiary.  These indemnification agreements contain
exclusions, such as limiting indemnification that would be unlawful or that is
covered by other liability insurance.  Moreover, employees are not indemnified
against liability to the extent that the employee gained a personal profit to
which he or she is not legally entitled, including proceeds obtained from the
illegal trading of the Company's equity securities.  The performance of these
agreements is guaranteed by the Company as parent of the U.S. subsidiary, to the
extent permitted by Israeli law.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.  Description of Exhibit
-----------  ----------------------

4.1          Specimen certificate of the Registrant's Ordinary Shares (filed as
             Exhibit 4.1 to the Registrant's Registration Statement on Form F-1
             (SEC File No. 333-42158) and incorporated herein by reference).

4.2          Memorandum of Association of the Registrant (filed as Exhibit 3.1
             to the Registrant's Registration Statement on Form F-1 (SEC File
             No. 333-42158) and incorporated herein by reference).

                                       5
4.3       Amended and Restated Articles of Association of the Registrant (filed
          as Exhibit 3.3 to the Registrant's Registration Statement on Form F-1
          (SEC File No. 333-42158) and incorporated herein by reference).

4.4       1996 Stock Option and Incentive Plan (filed as Exhibit 10.1 to the
          Registrant's Registration Statement on Form F-1 (SEC File No. 333-
          42158) and incorporated herein by reference).

4.5       1997 Stock Option and Incentive Plan (filed as Exhibit 10.2 to the
          Registrant's Registration Statement on Form F-1 (SEC File No. 333-
          42158) and incorporated herein by reference).

4.6       1998 Stock Option and Incentive Plan (filed as Exhibit 10.3 to the
          Registrant's Registration Statement on Form F-1 (SEC File No. 333-
          42158) and incorporated herein by reference).

4.7       1999 Stock Option and Incentive Plan.

5.1       Opinion of Meitar, Liquornik, Geva & Co.

23.1      Consent of Kost, Forer & Gabbay, a member of Ernst & Young
          International.

23.2      Consent of Meitar, Liquornik, Geva & Co. (included in Exhibit 5.1).

24        Power of Attorney (included as part of the signature page to this
          Registration Statement).

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. 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 end 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.

          (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 therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

                                       6
(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 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to 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.

                                       7
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Southborough, Massachusetts, on this 26th day of
July, 2001.

                              VIRYANET LTD.

                              By: /s/ Winfried A. Burke
                                 -----------------------------------
                                 Winfried A. Burke
                                 President, Chief Executive Officer and Director

                              VIRYANET, INC.
                              Authorized U.S. Representative

                              By: /s/ Winfried A. Burke
                                 -----------------------------------
                                 Winfried A. Burke
                                 President and Chief Executive Officer

                                       8
POWER OF ATTORNEY AND SIGNATURES

   The undersigned officers and directors of ViryaNet Ltd., hereby constitute
and appoint Samuel I. HaCohen and Winfried A. Burke, and each of them singly,
our true and lawful attorneys-in-fact, with full power to them and each of them
singly, to sign for us in our names in the capacities indicated below, any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, and
generally to do all things in our names and on our behalf in our capacities as
officers and directors to enable ViryaNet Ltd., to comply with the provisions of
the Securities Act of 1933, as amended, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and all amendments thereto.

   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(s)                        Date
---------                                          --------                        ----
/s/ Samuel I. HaCohen                Chairman of the Board of Directors      July 26, 2001
-------------------------------
Samuel I. HaCohen

 /s/ Winfried A. Burke                President, Chief Executive Officer      July 26, 2001
-------------------------------       and Director
Winfried A. Burke

 /s/ Albert A. Gabrielli              Chief Financial Officer (Principal      July 26, 2001
-------------------------------       Financial and Accounting Officer)
Albert A. Gabrielli

 /s/ Vladimir Morgenstern             Executive Vice President, Corporate     July 26, 2001
-------------------------------       Program and Director
Vladimir Morgenstern

 /s/ Claudia Gatlin                   Director                                July 26, 2001
-------------------------------
Claudia Gatlin

/s/ Hillel Milo                       Director                                July 26, 2001
-------------------------------
Hillel Milo

 /s/ Amit Frenkel                     Director                                July 26, 2001
-------------------------------
Amit Frenkel

                                      Director                                July ___, 2001
-------------------------------
Yeoshua Agassi
9
EXHIBIT INDEX

Exhibit No.         Description of Exhibit
-----------         ----------------------

4.1       Specimen certificate of the Registrant's Ordinary Shares (filed as
          Exhibit 4.1 to the Registrant's Registration Statement on Form F-1
          (SEC File No. 333-42158) and incorporated herein by reference).

4.2       Memorandum of Association of the Registrant (filed as Exhibit 3.1 to
          the Registrant's Registration Statement on Form F-1 (SEC File No. 333-
          42158) and incorporated herein by reference).

4.3       Amended and Restated Articles of Association of the Registrant (filed
          as Exhibit 3.3 to the Registrant's Registration Statement on Form F-1
          (SEC File No. 333-42158) and incorporated herein by reference).

4.4       1996 Stock Option and Incentive Plan (filed as Exhibit 10.1 to the
          Registrant's Registration Statement on Form F-1 (SEC File No. 333-
          42158) and incorporated herein by reference).

4.5       1997 Stock Option and Incentive Plan (filed as Exhibit 10.2 to the
          Registrant's Registration Statement on Form F-1 (SEC File No. 333-
          42158) and incorporated herein by reference).

4.6       1998 Stock Option and Incentive Plan (filed as Exhibit 10.3 to the
          Registrant's Registration Statement on Form F-1 (SEC File No. 333-
          42158) and incorporated herein by reference).

4.7       1999 Stock Option and Incentive Plan.

5.1       Opinion of Meitar, Liquornik, Geva & Co.

23.1      Consent of Kost, Forer & Gabbay, a member of Ernst & Young
          International.

23.2      Consent of Meitar, Liquornik, Geva & Co. (included in Exhibit 5.1).

24        Power of Attorney (included as part of the signature page to this
          Registration Statement).