<PAGE>
 
   As filed with the Securities and Exchange Commission on February 7, 1997
                                                             File No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    
                                   FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                           THE SECURITIES ACT OF 1933
                           --------------------------

                            CABLETRON SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                  04-2797263
   (State or other jurisdiction                  (I.R.S. Employer
 of incorporation or organization)              Identification No.)


                               35 Industrial Way
                        Rochester, New Hampshire  03867
          (Address of principal executive offices, including zip code)

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

                  The OASys Group, Inc. 1996 Stock Option Plan

                           -------------------------
                            (Full title of the plan)

                              David J. Kirkpatrick
                            Director of Finance and
                            Chief Financial Officer
                            Cabletron Systems, Inc.
                               35 Industrial Way
                        Rochester, New Hampshire  03867
                                 (603) 332-9400

                           -------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                            Proposed    Proposed
                                            maximum     maximum              
                                            offering    aggregate   Amount of
Title of securities to be    Amount to be   price per   offering    registration
registered                   registered     share (1)   price (1)   fee     
--------------------------------------------------------------------------------
<S>                          <C>            <C>         <C>         <C> 
Common Stock,
par value $0.01
 
                             6,413 shares     $0.48       $3,078.24  $0.93 

--------------------------------------------------------------------------------
</TABLE>

/(1)/ The maximum aggregate offering price for the shares of Cabletron Systems, 
Inc. common stock, par value $0.01, offered hereby is based on the weighted 
average per share exercise price of the options pursuant to which such shares 
may be issued.

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

                            Exhibit Index on page 8.
<PAGE>
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The Registrant hereby incorporates the following documents herein by reference:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
     February 29, 1996 (which incorporates by reference certain information from
     the Registrant's Proxy Statement relating to the 1996 Annual Meeting of
     Shareholders) (File No. 1-10288).

(b)  The Registrant's Quarterly Reports on Form 10-Q for the quarters ended May
     31, 1996 (as amended by Form 10-QA filed on July 18, 1996), August 31, 1996
     and November 30, 1996 (File No. 1-10288).

(c)  The Registrant's Current Report on Form 8-K filed on October 24, 1996 (File
     No. 1-10288).

(d)  The Registrant's Current Report on Form 8-K/A filed on October 25, 1996
     (File No. 1-10288).

(e)  The Registrant's Current Report on Form 8-K/A-2 filed on November 20, 1996
     (File No. 1-10288).

(f)  All other reports filed by the Registrant with the Securities and Exchange
     Commission pursuant to Section 13(a) or Section 15(d) of the Securities
     Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year
     covered by the Registrant's Annual Report referred to above.

(g)  The description of the common stock of the Registrant contained in the
     Registrant's Registration Statement on Form 8-A (File No. 1-10288) filed on
     April 9, 1989, including all amendments and reports filed for the purpose
     of updating such 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 which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.

Item 4.  Description of Securities.

Not required.

Item 5.  Interests of Named Experts and Counsel.

No material interests.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal or investigative (other than an
action by or in the right of the corporation) by reason 

                                      -2-
<PAGE>
 
of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any such
person serving in any such capacity who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor, against expenses
actually and reasonably incurred in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or
such other court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

        Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law (relating to unlawful payment of dividends and
unlawful stock purchase and redemption), or (iv) for any transaction from which
the director derived an improper personal benefit.

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

Item 7.  Exemption From Registration Claimed.
 
Not applicable.
 
Item 8.  Exhibits.
 
Exhibit

                                      -3-
<PAGE>
 
4.1.   Specimen stock certificate representing Cabletron Common Stock which is
       incorporated by reference to Exhibit 4.1 of the Cabletron's Registration
       Statement on Form S-1 (File No. 33-28055).

5.     Opinion of Ropes & Gray.

23.1.  Consent of KMPG Peat Marwick LLP.
 
23.2.  Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to
       this registration statement).

24.    Power of Attorney (included in Part II of this registration statement
       under the caption "Signatures").

99.1.  The OASys Group, Inc. 1996 Stock Option Plan.
 
99.2.  Form of Stock Option Agreement used in connection with the 1996 Stock
       Option Plan.
 
99.3.  Form of Stock Option Assumption Agreement used in connection with the
       1996 Stock Option Plan.
 
Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

     (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act;

     (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

    (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in this registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

                                      -4-
<PAGE>
 
     (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

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

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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.

                                      -5-
<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 Rochester, State of New Hampshire on this 7th day of
February, 1997.



                            By:  /s/  S. Robert Levine
                                 -----------------------------------------------
                                 S. Robert Levine
                                 President, Chief Executive Officer and Director


      Each person whose signature appears below constitutes and appoints S.
Robert Levine, Craig R. Benson and David J. Kirkpatrick, and each of them
individually, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement on Form S-8 to be filed by Cabletron
Systems, Inc., and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below by the following
persons in the capacities shown on the date indicated.

<TABLE>
<CAPTION> 
 
Signatures                   Title                              Date
----------                   -----                              ----            
<S>                          <C>                                <C>
 
/s/ S. Robert Levine         President, Chief Executive         February 7, 1997
---------------------------  Officer (principal executive 
S. Robert Levine             officer) and Director
 
/s/ David J. Kirkpatrick     Director of Finance and Chief      February 7, 1997
---------------------------  Financial Officer (principal 
David J. Kirkpatrick         financial and accounting                    
                             officer)
 
/s/ Craig R. Benson          Chairman, Chief Operating          February 7, 1997
---------------------------  Officer and Director 
Craig R. Benson                       
 
/s/ Michael D. Myerow        Secretary and Director             February 7, 1997
---------------------------
Michael D. Myerow
</TABLE>

                                      -6-
<PAGE>
 
<TABLE>

<S>                          <C>                                <C>
/s/  Paul R. Duncan
---------------------------  Director                           February 7, 1997
Paul R. Duncan
 
/s/  Donald F. McGuinness    Director                           February 7, 1997
---------------------------
Donald F. McGuinness
</TABLE>

                                      -7-
<PAGE>
 
                                 EXHIBIT INDEX

Exhibit                                                                    Page
-------                                                                    ----
Number   Title of Exhibit                                                 Number
------   ----------------                                                 ------
      
4.1.     Specimen stock certificate representing Cabletron Common Stock 
         which is incorporated by reference to Exhibit 4.1 of the 
         Cabletron's Registration Statement on Form S-1 
         (File No. 33-28055). 
 
5.       Opinion of Ropes & Gray.
      
23.1.    Consent of KMPG Peat Marwick LLP.
      
23.2.    Consent of Ropes & Gray (contained in the opinion filed as 
         Exhibit 5 to this registration statement).

24.      Power of Attorney (included in Part II of this registration 
         statement under the caption "Signatures").
      
99.1     The OASys Group, Inc. 1996 Stock Option Plan.

99.2.    Form of Stock Option Agreement used in connection with the 1996 
         Stock Option Plan.
      
99.3.    Form of Stock Option Assumption Agreement used in connection 
         with the 1996 Stock Option Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18195}]
{"company-data": {"conformed-name": "CABLETRON SYSTEMS INC", "cik": "0000846909", "assigned-sic": "3576", "irs-number": "042797263", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21391", "film-number": "97520963"}, "business-address": {"street1": "35 INDUSTRIAL WAY", "city": "EAST ROCHESTER", "state": "NH", "zip": "03867", "phone": "6033329400"}, "mail-address": {"street1": "35 INDUSTRIAL WAY", "city": "ROCHESTER", "state": "NH", "zip": "03867"}}
As filed with the Securities and Exchange Commission on February 7, 1997
                                                             File No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    
                                   FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                           THE SECURITIES ACT OF 1933
                           --------------------------

                            CABLETRON SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                  04-2797263
   (State or other jurisdiction                  (I.R.S. Employer
 of incorporation or organization)              Identification No.)

                               35 Industrial Way
                        Rochester, New Hampshire  03867
          (Address of principal executive offices, including zip code)

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

                  The OASys Group, Inc. 1996 Stock Option Plan

                           -------------------------
                            (Full title of the plan)

                              David J. Kirkpatrick
                            Director of Finance and
                            Chief Financial Officer
                            Cabletron Systems, Inc.
                               35 Industrial Way
                        Rochester, New Hampshire  03867
                                 (603) 332-9400

                           -------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
Proposed    Proposed
                                            maximum     maximum              
                                            offering    aggregate   Amount of
Title of securities to be    Amount to be   price per   offering    registration
registered                   registered     share (1)   price (1)   fee     
--------------------------------------------------------------------------------
Common Stock,
par value $0.01
 
                             6,413 shares     $0.48       $3,078.24  $0.93 

--------------------------------------------------------------------------------
/(1)/ The maximum aggregate offering price for the shares of Cabletron Systems, 
Inc. common stock, par value $0.01, offered hereby is based on the weighted 
average per share exercise price of the options pursuant to which such shares 
may be issued.

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

                            Exhibit Index on page 8.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The Registrant hereby incorporates the following documents herein by reference:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
     February 29, 1996 (which incorporates by reference certain information from
     the Registrant's Proxy Statement relating to the 1996 Annual Meeting of
     Shareholders) (File No. 1-10288).

(b)  The Registrant's Quarterly Reports on Form 10-Q for the quarters ended May
     31, 1996 (as amended by Form 10-QA filed on July 18, 1996), August 31, 1996
     and November 30, 1996 (File No. 1-10288).

(c)  The Registrant's Current Report on Form 8-K filed on October 24, 1996 (File
     No. 1-10288).

(d)  The Registrant's Current Report on Form 8-K/A filed on October 25, 1996
     (File No. 1-10288).

(e)  The Registrant's Current Report on Form 8-K/A-2 filed on November 20, 1996
     (File No. 1-10288).

(f)  All other reports filed by the Registrant with the Securities and Exchange
     Commission pursuant to Section 13(a) or Section 15(d) of the Securities
     Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year
     covered by the Registrant's Annual Report referred to above.

(g)  The description of the common stock of the Registrant contained in the
     Registrant's Registration Statement on Form 8-A (File No. 1-10288) filed on
     April 9, 1989, including all amendments and reports filed for the purpose
     of updating such 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 which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.

Item 4.  Description of Securities.

Not required.

Item 5.  Interests of Named Experts and Counsel.

No material interests.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal or investigative (other than an
action by or in the right of the corporation) by reason 

                                      -2-
of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any such
person serving in any such capacity who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor, against expenses
actually and reasonably incurred in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or
such other court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

        Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law (relating to unlawful payment of dividends and
unlawful stock purchase and redemption), or (iv) for any transaction from which
the director derived an improper personal benefit.

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

Item 7.  Exemption From Registration Claimed.
 
Not applicable.
 
Item 8.  Exhibits.
 
Exhibit

                                      -3-
4.1.   Specimen stock certificate representing Cabletron Common Stock which is
       incorporated by reference to Exhibit 4.1 of the Cabletron's Registration
       Statement on Form S-1 (File No. 33-28055).

5.     Opinion of Ropes & Gray.

23.1.  Consent of KMPG Peat Marwick LLP.
 
23.2.  Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to
       this registration statement).

24.    Power of Attorney (included in Part II of this registration statement
       under the caption "Signatures").

99.1.  The OASys Group, Inc. 1996 Stock Option Plan.
 
99.2.  Form of Stock Option Agreement used in connection with the 1996 Stock
       Option Plan.
 
99.3.  Form of Stock Option Assumption Agreement used in connection with the
       1996 Stock Option Plan.
 
Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

     (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act;

     (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

    (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in this registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

                                      -4-
(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 any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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.

                                      -5-
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 Rochester, State of New Hampshire on this 7th day of
February, 1997.

                            By:  /s/  S. Robert Levine
                                 -----------------------------------------------
                                 S. Robert Levine
                                 President, Chief Executive Officer and Director

      Each person whose signature appears below constitutes and appoints S.
Robert Levine, Craig R. Benson and David J. Kirkpatrick, and each of them
individually, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement on Form S-8 to be filed by Cabletron
Systems, Inc., and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below by the following
persons in the capacities shown on the date indicated.
Signatures                   Title                              Date
----------                   -----                              ----
/s/ S. Robert Levine         President, Chief Executive         February 7, 1997
---------------------------  Officer (principal executive 
S. Robert Levine             officer) and Director
 
/s/ David J. Kirkpatrick     Director of Finance and Chief      February 7, 1997
---------------------------  Financial Officer (principal 
David J. Kirkpatrick         financial and accounting                    
                             officer)
 
/s/ Craig R. Benson          Chairman, Chief Operating          February 7, 1997
---------------------------  Officer and Director 
Craig R. Benson                       
 
/s/ Michael D. Myerow        Secretary and Director             February 7, 1997
---------------------------
Michael D. Myerow
-6-
/s/  Paul R. Duncan
---------------------------  Director                           February 7, 1997
Paul R. Duncan
 
/s/  Donald F. McGuinness    Director                           February 7, 1997
---------------------------
Donald F. McGuinness
-7-
EXHIBIT INDEX

Exhibit                                                                    Page
-------                                                                    ----
Number   Title of Exhibit                                                 Number
------   ----------------                                                 ------
      
4.1.     Specimen stock certificate representing Cabletron Common Stock 
         which is incorporated by reference to Exhibit 4.1 of the 
         Cabletron's Registration Statement on Form S-1 
         (File No. 33-28055). 
 
5.       Opinion of Ropes & Gray.
      
23.1.    Consent of KMPG Peat Marwick LLP.
      
23.2.    Consent of Ropes & Gray (contained in the opinion filed as 
         Exhibit 5 to this registration statement).

24.      Power of Attorney (included in Part II of this registration 
         statement under the caption "Signatures").
      
99.1     The OASys Group, Inc. 1996 Stock Option Plan.

99.2.    Form of Stock Option Agreement used in connection with the 1996 
         Stock Option Plan.
      
99.3.    Form of Stock Option Assumption Agreement used in connection 
         with the 1996 Stock Option Plan.