<PAGE>
 
   As filed with the Securities and Exchange Commission on February 18, 1997
                                                      Registration No. 333-15759
                                                                           -----
 
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

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

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

      Delaware                                                 52-1778987
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)
 
                              10000 Derekwood Lane
                               Lanham, MD  20706
          (Address of principal executive offices, including zip code)

            YURIE SYSTEMS, INC. 1996 NON STATUTORY STOCK OPTION PLAN
                YURIE SYSTEMS, INC. EMPLOYEE STOCK PURCHASE PLAN
                    YURIE SYSTEMS, INC. 401(k) SAVINGS PLAN

                           (Full title of the plans)

                                Dr. Jeong H. Kim
                              YURIE SYSTEMS, INC.
                              10000 Derekwood Lane
                               Lanham, MD  20706
                                 (301) 352-4600
                      (Name, address and telephone number,
                   including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
                                        Proposed Maximum    Proposed Maximum
Title of securities    Amount to be     offering price     aggregate offering       Amount of
  to be registered      registered        per share             price           registration fee
---------------------------------------------------------------------------------------------------
<S>                    <C>              <C>                 <C>                 <C>
  Common Stock         5,400,000(1)         *  (2)               *  (2)             $12,060.00(2)
($.01 par value)          shares
===================================================================================================
</TABLE>
(1)  Plus such additional shares as may be made available in order to adjust to
     a change in capitalization.  In addition, pursuant to Rule 416(c) of the
     Securities Act of 1933, as amended, (the "Securities Act"), this
     Registration Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Yurie Systems, Inc. 401(k) Savings Plan 
     (the "401(k) Plan") and the Yurie Systems, Inc. Employee Stock Purchase
     Plan the ("ESPP").

(2)  As of the date hereof, options to purchase 2,103,642, 722,600 and 560,480
     shares of Common Stock of the Registrant have been granted pursuant to the
     Yurie Systems, Inc. 1996 Non Statutory Stock Option Plan at exercise prices
     of $0.52 , $2.70 and $9.00 per share, respectively. The registration fee
     for the foregoing shares is based upon such exercise prices. The Registrant
     has also reserved 200,000 shares of the Common Stock for issuance under the
     401(k) Plan and 200,000 shares of its Common Stock for issuance under the
     ESPP. No shares of Common Stock have been issued under the 401(k) Plan or
     the ESPP. Pursuant to Rule 457(c), the registration fee for the 1,613,278
     remaining shares not currently subject to outstanding options or the
     400,000 shares not issued under the 401(k) Plan or ESPP is based upon a
     price of $15.75 per share, the average of the high and low sales price
     reported on the Nasdaq National Market System for the Common Stock on
     February 14, 1997.
================================================================================
<PAGE>
 
                               EXPLANATORY NOTE


    This Registration Statement relates to the registration by Yurie Systems,
Inc. (the "Company") of (a) 5,000,000 shares of common stock par value $0.01 per
share ("Common Stock") which are issuable upon the exercise of options which
have been granted under the Yurie Systems, Inc. 1996 Non Statutory Stock Option
Plan, as amended, (the "Stock Option Plan") and which have been or may be
granted under the Stock Option Plan as follows: (i) 3,386,722 shares of Common
Stock subject to options previously granted under the Stock Option Plan, and
(ii) 1,613,278 shares of Common Stock (plus, subject to the requirements of Rule
16b-3 of the Securities Exchange Act of 1934, as amended, if applicable, a
number of shares of Common Stock subject to outstanding options which expire or
terminate without exercise for any reason) issuable upon exercise of options
that may be granted in the future under the Stock Option Plan; (b) 200,000
shares of Common Stock reserved for issuance under the Yurie Systems, Inc.
401(k) Savings Plan ("401(k) Plan"); and (c) 200,000 shares of Common Stock
reserved for issuance under the Yurie Systems, Inc. Employee Stock Purchase Plan
("ESPP"). No shares of Common Stock have been issued under the 401(k) Plan or
the ESPP.
<PAGE>
 
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents, which are filed with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:

     (a) The Company's prospectus filed with the Commission on February 6, 1997
pursuant to Rule 424(b) under the Securities Act.

     (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1996.

     (c) The description of the common stock of the Company, $.01 par value per
share (the "Common Stock"), which is registered under Section 12 of the Exchange
Act, contained in the Registration Statement on Form 8-A filed with the
Commission on January 31, 1997, which incorporates by reference the description
of the Common Stock contained in the Registration Statement on Form S-1 (No.
333-15759) (originally filed on November 7, 1996), as amended, including any
amendment or report filed for the purpose of updating such description.  Such
description of the Common Stock contained in the Form S-1 is also incorporated
by reference.

     All documents subsequently filed by the Company 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 shares of Common Stock offered hereby have
been sold or which deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

                                      II-1
<PAGE>
 
Item 6.  Indemnification of Directors and Officers

     The Company, as a Delaware corporation, is empowered by Section 145 of the
General Corporation Law of the State of Delaware (the "DGCL"), subject to the
procedures and limitations stated therein, to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such person
is made or threatened to be made a party by reason of his being or having been a
director, officer, employee or agent of the Company.  The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise.

     Article NINTH of the Company's Certificate of Incorporation (the
"Certificate") provides that the Company shall, to the fullest extent permitted
by the DGCL, as amended from time to time, indemnify each person who was or is
made a party or is threatened to be made a party to or is involved in any actual
or threatened action, suit or proceeding whether civil, criminal, administrative
or investigative, by reason of the fact the he is or was a director or officer
of the Company, or is or was serving at the request of the Company as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise. The indemnification provided for in Article NINTH is expressly not
exclusive of any other rights to which those seeking indemnification may be
entitled under any law, bylaw, agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
capacity and to action in another capacity while holding office or while
employed by or acting as agent for the Company, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such persons.

     Article NINTH, Section E of the Company's Certificate also provides that
the Company shall have the power to purchase and maintain insurance on behalf of
any person who is or was or has agreed to become a director or officer of the
Company, or is or was serving at the request of the Company as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity or arising out of such person's status as such.
The Company has obtained primary and excess insurance policies insuring the
directors and officers of the Company against certain liabilities that they may
incur in their capacity as directors and officers. Under such policies, the
insurers, on behalf of the Company, may also pay amounts for which the Company
has granted indemnification to the directors or officers.

                                      II-2
<PAGE>
 
    Pursuant to Section 102(b)(7) of the DGCL, Article EIGHT of the Company's
Certificate eliminates the liability of a director to the Company or its
stockholders for monetary damages for such breach of fiduciary duty as a
director, except for liabilities arising (i) from any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) from acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) from any transaction from
which the director derived an improper personal benefit.  The Certificate also
provides that if the DGCL is amended to permit further elimination or limitation
of personal liability of directors, then the liability of a director of the
Company shall be eliminated or limited to the fullest extent permitted by the
DGCL as so amended.

    Additionally, reference is made to the Underwriting Agreement filed as
Exhibit 1.1 to the Registration Statement on Form S-1, as amended, No. 333-
15759, which provides for indemnification by the Underwriters of the Company,
its directors and officers who sign the Registration Statement on Form S-1 and
persons who control the Company, under certain circumstances.

Item 7.  Exemption from Registration Claimed
 
    Not applicable.
 
Item 8.  Exhibits
 
Exhibit No.     Description of Exhibit

4.1             Specimen form of the Company's Common Stock
                Certificate (Filed as Exhibit 4.1 to Amendment No.
                5 to the Company's Registration Statement (File
                No. 333-15759) on Form S-1 and incorporated herein
                by reference).
                                                                                
4.2             Certificate of Incorporation of the Company (Filed
                as Exhibit 3.1 to the Company's Registration
                Statement (File No. 333-15759) on Form S-1 and
                incorporated herein by reference).

4.3             Bylaws of the Company (Filed as Exhibit 3.2 to
                Amendment No. 2 to the Company's Registration
                Statement (File No. 333-15759) on Form S-1 and
                incorporated herein by reference).

4.4             Yurie Systems, Inc. 1996 Non Statutory Stock Option
                Plan (Filed as Exhibit 10.1 to the Company's
                Registration Statement (File No. 333-15759) on
                Form S-1 and incorporated herein by reference).

                                      II-3
<PAGE>

Exhibit No.    Description of Exhibit

4.5            Yurie Systems, Inc. Employee Stock Purchase Plan
               (Filed as Exhibit 10.12 to the Company's
               Registration Statement (File No. 333-15759) on
               Form S-1 and incorporated herein by reference).

4.6            Yurie Systems, Inc. 401(k) Savings Plan (Filed as
               Exhibit 10.13 to the Company's Registration
               Statement (File No. 333-15759) on Form S-1 and
               incorporated herein by reference).

5.1            Opinion of Fried, Frank, Harris, Shriver &
               Jacobson as to the validity of the shares of
               Common Stock covered by the Registration Statement.

23.1           Consent of Deloitte & Touche L.L.P.
                             
23.2           Consent of Fried, Frank, Harris, Shriver &
               Jacobson (included in Exhibit 5.1).

24.1.a         Power of Attorney by Kenneth D. Brody
                                                       
                                                       
24.1.b         Power of Attorney by William J. Perry   
                                                       
24.1.c         Power of Attorney by Herbert Rabin      
                                                      
24.1.d         Power of Attorney by R. James Woolsey   


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 this registration statement (or
                    the most recent post-effective amendment hereto) which,
                    individually or in 

                                      II-4
<PAGE>
 
                    the aggregate, represent a fundamental change in the
                    information set forth in this registration statement; and

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

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

        (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered 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 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 

                                      II-5
<PAGE>
 
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.

    (d) The Company intends to file in a timely manner a request with the
Internal Revenue Service ("IRS") for a determination that the 401(k) Plan and
any amendments thereto meet the requirements of Section 401 of the Internal
Revenue Code, as amended.  The Company will make all changes required by the IRS
to qualify the 401(k) Plan and any amendments thereto.

                                      II-6
<PAGE>
 
                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Lanham, State of Maryland, on February 18, 1997.



                                       YURIE SYSTEMS, INC.



                                       By:  /s/ Jeong H. Kim
                                          ----------------------
                                          Jeong H. Kim
                                          Chairman of the Board and
                                          Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:


Signature                   Title                                   Date
---------                   -----                                   ----

/s/Jeong H. Kim             Chairman of the Board             February 18, 1997
-------------------------   and Chief Executive Officer                
Jeong H. Kim                 (Principal Executive       
                             Officer)              
                                       

/s/Kwok L. Li               President and Chief               February 18, 1997
-------------------------    Operating Officer,                        
Kwok L. Li                   Director                       


/s/Barton Y. Shigemura      Senior Vice President,            February 18, 1997
-------------------------    Sales and Marketing,                      
Barton Y. Shigemura          Director                

                                      II-7
<PAGE>
 
Signature                   Title                                    Date
---------                   -----                                    ----

/s/Charles S. Marantz       Vice President, Finance,          February 18, 1997
----------------------       and Administration,                          
Charles S. Marantz           Chief Financial Officer
                             and Treasurer (Principal 
                             Financial and Accounting 
                             Officer)                 


         *                  Director                          February 18, 1997
----------------------                                    
Kenneth D. Brody



         *                  Director                          February 18, 1997
----------------------                                    
William J. Perry



         *                  Director                          February 18, 1997
----------------------
Herbert Rabin



         *                  Director                          February 18, 1997
----------------------                                    
R. James Woolsey



* By:  /s/Jeong H. Kim
       ---------------
 
       Attorney-in-Fact

                                      II-8
<PAGE>
 
                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the 401(k)
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Lanham, State of
Maryland, on February 18, 1997.



                                         YURIE SYSTEMS, INC. 401(k) SAVINGS
                                         PLAN


                                         By: /s/ Jeong H. Kim
                                             -----------------------
                                             Jeong H. Kim
                                             Chairman of the Board and
                                             Chief Executive Officer

                                      II-9
<PAGE>
 
                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Employee Stock Purchase Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Lanham, State of Maryland, on February 18, 1997.



                                           YURIE SYSTEMS, INC. EMPLOYEE STOCK 
                                           PURCHASE PLAN


                                           By: /s/ Jeong H. Kim
                                               -----------------------
                                               Jeong H. Kim
                                               Chairman of the Board and
                                               Chief Executive Officer

                                     II-10
<PAGE>
 
                                 EXHIBIT INDEX
                                                                    
                                                                          
                                                                  Page No. in   
                                                                 Sequentially   
Exhibit No.              Description of Exhibit                  Numbered Copy  
-----------              ----------------------                  -------------  

    4.1         Specimen form of the Company's Common      
                Stock Certificate (Filed as Exhibit 4.1    
                to Amendment No. 5 to the Company's        
                Registration Statement (File No.           
                333-15759) on Form S-1 and incorporated    
                herein by reference).                      
                                                           
    4.2         Certificate of Incorporation of the        
                Company (Filed as Exhibit 3.1 to the       
                Company's Registration Statement (File     
                No. 333-15759) on Form S-1 and             
                incorporated herein by reference).         
                                                           
    4.3         Bylaws of the Company (Filed as Exhibit    
                3.2 to Amendment No. 2 to the Company's    
                Registration Statement (File No.           
                333-15759) on Form S-1 and incorporated    
                herein by reference).                      
                                                           
    4.4         Yurie Systems, Inc. 1996 Non Statutory     
                Stock Option Plan (Filed as Exhibit        
                10.1 to the Company's Registration        
                Statement (File No. 333-15759) on Form     
                S-1 and incorporated herein by             
                reference).                                
                                                           
    4.5         Yurie Systems, Inc. Employee Stock         
                Purchase Plan (Filed as Exhibit 10.12      
                to the Company's Registration Statement    
                (File No. 333-15759) on Form S-1 and       
                incorporated herein by reference).         
                                                           
    4.6         Yurie Systems, Inc. 401(k) Savings Plan    
                (Filed as Exhibit 10.13 to the             
                Company's Registration Statement (File     
                No. 333-15759) on Form S-1 and             
                incorporated herein by reference).         
                                                           
    5.1         Opinion of Fried, Frank, Harris,           
                Shriver & Jacobson as to the validity      
                of the shares of Common Stock covered      
                by the Registration Statement.             
                                                           
   23.1         Consent of Deloitte & Touche L.L.P.        
                                                           
   23.2         Consent of Fried, Frank, Harris,           
                Shriver & Jacobson (included in            
                Exhibit 5.1).                              
                                                           
   24.1.a       Power of Attorney by Kenneth D. Brody      
                                                           
   24.1.b       Power of Attorney by William J. Perry      
                                                           
   24.1.c       Power of Attorney by Herbert Rabin         
                                                           
   24.1.d       Power of Attorney by R. James Woolsey
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27372}]
{"company-data": {"conformed-name": "YURIE SYSTEMS INC", "cik": "0001026471", "assigned-sic": "3669", "irs-number": "521778987", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21955", "film-number": "97537483"}, "business-address": {"street1": "10000 DEREKWOOD LANE", "city": "LANHAM", "state": "MD", "zip": "20706", "phone": "3013524600"}}
As filed with the Securities and Exchange Commission on February 18, 1997
                                                      Registration No. 333-15759
                                                                           -----
 
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

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

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

      Delaware                                                 52-1778987
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)
 
                              10000 Derekwood Lane
                               Lanham, MD  20706
          (Address of principal executive offices, including zip code)

            YURIE SYSTEMS, INC. 1996 NON STATUTORY STOCK OPTION PLAN
                YURIE SYSTEMS, INC. EMPLOYEE STOCK PURCHASE PLAN
                    YURIE SYSTEMS, INC. 401(k) SAVINGS PLAN

                           (Full title of the plans)

                                Dr. Jeong H. Kim
                              YURIE SYSTEMS, INC.
                              10000 Derekwood Lane
                               Lanham, MD  20706
                                 (301) 352-4600
                      (Name, address and telephone number,
                   including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
===================================================================================================
                                        Proposed Maximum    Proposed Maximum
Title of securities    Amount to be     offering price     aggregate offering       Amount of
  to be registered      registered        per share             price           registration fee
---------------------------------------------------------------------------------------------------
Common Stock         5,400,000(1)         *  (2)               *  (2)             $12,060.00(2)
($.01 par value)          shares
===================================================================================================
(1)  Plus such additional shares as may be made available in order to adjust to
     a change in capitalization.  In addition, pursuant to Rule 416(c) of the
     Securities Act of 1933, as amended, (the "Securities Act"), this
     Registration Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Yurie Systems, Inc. 401(k) Savings Plan 
     (the "401(k) Plan") and the Yurie Systems, Inc. Employee Stock Purchase
     Plan the ("ESPP").

(2)  As of the date hereof, options to purchase 2,103,642, 722,600 and 560,480
     shares of Common Stock of the Registrant have been granted pursuant to the
     Yurie Systems, Inc. 1996 Non Statutory Stock Option Plan at exercise prices
     of $0.52 , $2.70 and $9.00 per share, respectively. The registration fee
     for the foregoing shares is based upon such exercise prices. The Registrant
     has also reserved 200,000 shares of the Common Stock for issuance under the
     401(k) Plan and 200,000 shares of its Common Stock for issuance under the
     ESPP. No shares of Common Stock have been issued under the 401(k) Plan or
     the ESPP. Pursuant to Rule 457(c), the registration fee for the 1,613,278
     remaining shares not currently subject to outstanding options or the
     400,000 shares not issued under the 401(k) Plan or ESPP is based upon a
     price of $15.75 per share, the average of the high and low sales price
     reported on the Nasdaq National Market System for the Common Stock on
     February 14, 1997.
================================================================================
EXPLANATORY NOTE

    This Registration Statement relates to the registration by Yurie Systems,
Inc. (the "Company") of (a) 5,000,000 shares of common stock par value $0.01 per
share ("Common Stock") which are issuable upon the exercise of options which
have been granted under the Yurie Systems, Inc. 1996 Non Statutory Stock Option
Plan, as amended, (the "Stock Option Plan") and which have been or may be
granted under the Stock Option Plan as follows: (i) 3,386,722 shares of Common
Stock subject to options previously granted under the Stock Option Plan, and
(ii) 1,613,278 shares of Common Stock (plus, subject to the requirements of Rule
16b-3 of the Securities Exchange Act of 1934, as amended, if applicable, a
number of shares of Common Stock subject to outstanding options which expire or
terminate without exercise for any reason) issuable upon exercise of options
that may be granted in the future under the Stock Option Plan; (b) 200,000
shares of Common Stock reserved for issuance under the Yurie Systems, Inc.
401(k) Savings Plan ("401(k) Plan"); and (c) 200,000 shares of Common Stock
reserved for issuance under the Yurie Systems, Inc. Employee Stock Purchase Plan
("ESPP"). No shares of Common Stock have been issued under the 401(k) Plan or
the ESPP.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents, which are filed with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:

     (a) The Company's prospectus filed with the Commission on February 6, 1997
pursuant to Rule 424(b) under the Securities Act.

     (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1996.

     (c) The description of the common stock of the Company, $.01 par value per
share (the "Common Stock"), which is registered under Section 12 of the Exchange
Act, contained in the Registration Statement on Form 8-A filed with the
Commission on January 31, 1997, which incorporates by reference the description
of the Common Stock contained in the Registration Statement on Form S-1 (No.
333-15759) (originally filed on November 7, 1996), as amended, including any
amendment or report filed for the purpose of updating such description.  Such
description of the Common Stock contained in the Form S-1 is also incorporated
by reference.

     All documents subsequently filed by the Company 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 shares of Common Stock offered hereby have
been sold or which deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

                                      II-1
Item 6.  Indemnification of Directors and Officers

     The Company, as a Delaware corporation, is empowered by Section 145 of the
General Corporation Law of the State of Delaware (the "DGCL"), subject to the
procedures and limitations stated therein, to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such person
is made or threatened to be made a party by reason of his being or having been a
director, officer, employee or agent of the Company.  The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise.

     Article NINTH of the Company's Certificate of Incorporation (the
"Certificate") provides that the Company shall, to the fullest extent permitted
by the DGCL, as amended from time to time, indemnify each person who was or is
made a party or is threatened to be made a party to or is involved in any actual
or threatened action, suit or proceeding whether civil, criminal, administrative
or investigative, by reason of the fact the he is or was a director or officer
of the Company, or is or was serving at the request of the Company as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise. The indemnification provided for in Article NINTH is expressly not
exclusive of any other rights to which those seeking indemnification may be
entitled under any law, bylaw, agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
capacity and to action in another capacity while holding office or while
employed by or acting as agent for the Company, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such persons.

     Article NINTH, Section E of the Company's Certificate also provides that
the Company shall have the power to purchase and maintain insurance on behalf of
any person who is or was or has agreed to become a director or officer of the
Company, or is or was serving at the request of the Company as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity or arising out of such person's status as such.
The Company has obtained primary and excess insurance policies insuring the
directors and officers of the Company against certain liabilities that they may
incur in their capacity as directors and officers. Under such policies, the
insurers, on behalf of the Company, may also pay amounts for which the Company
has granted indemnification to the directors or officers.

                                      II-2
Pursuant to Section 102(b)(7) of the DGCL, Article EIGHT of the Company's
Certificate eliminates the liability of a director to the Company or its
stockholders for monetary damages for such breach of fiduciary duty as a
director, except for liabilities arising (i) from any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) from acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) from any transaction from
which the director derived an improper personal benefit.  The Certificate also
provides that if the DGCL is amended to permit further elimination or limitation
of personal liability of directors, then the liability of a director of the
Company shall be eliminated or limited to the fullest extent permitted by the
DGCL as so amended.

    Additionally, reference is made to the Underwriting Agreement filed as
Exhibit 1.1 to the Registration Statement on Form S-1, as amended, No. 333-
15759, which provides for indemnification by the Underwriters of the Company,
its directors and officers who sign the Registration Statement on Form S-1 and
persons who control the Company, under certain circumstances.

Item 7.  Exemption from Registration Claimed
 
    Not applicable.
 
Item 8.  Exhibits
 
Exhibit No.     Description of Exhibit

4.1             Specimen form of the Company's Common Stock
                Certificate (Filed as Exhibit 4.1 to Amendment No.
                5 to the Company's Registration Statement (File
                No. 333-15759) on Form S-1 and incorporated herein
                by reference).
                                                                                
4.2             Certificate of Incorporation of the Company (Filed
                as Exhibit 3.1 to the Company's Registration
                Statement (File No. 333-15759) on Form S-1 and
                incorporated herein by reference).

4.3             Bylaws of the Company (Filed as Exhibit 3.2 to
                Amendment No. 2 to the Company's Registration
                Statement (File No. 333-15759) on Form S-1 and
                incorporated herein by reference).

4.4             Yurie Systems, Inc. 1996 Non Statutory Stock Option
                Plan (Filed as Exhibit 10.1 to the Company's
                Registration Statement (File No. 333-15759) on
                Form S-1 and incorporated herein by reference).

                                      II-3
Exhibit No.    Description of Exhibit

4.5            Yurie Systems, Inc. Employee Stock Purchase Plan
               (Filed as Exhibit 10.12 to the Company's
               Registration Statement (File No. 333-15759) on
               Form S-1 and incorporated herein by reference).

4.6            Yurie Systems, Inc. 401(k) Savings Plan (Filed as
               Exhibit 10.13 to the Company's Registration
               Statement (File No. 333-15759) on Form S-1 and
               incorporated herein by reference).

5.1            Opinion of Fried, Frank, Harris, Shriver &
               Jacobson as to the validity of the shares of
               Common Stock covered by the Registration Statement.

23.1           Consent of Deloitte & Touche L.L.P.
                             
23.2           Consent of Fried, Frank, Harris, Shriver &
               Jacobson (included in Exhibit 5.1).

24.1.a         Power of Attorney by Kenneth D. Brody
                                                       
                                                       
24.1.b         Power of Attorney by William J. Perry   
                                                       
24.1.c         Power of Attorney by Herbert Rabin      
                                                      
24.1.d         Power of Attorney by R. James Woolsey   

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 this registration statement (or
                    the most recent post-effective amendment hereto) which,
                    individually or in 

                                      II-4
the aggregate, represent a fundamental change in the
                    information set forth in this registration statement; and

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

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

        (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered 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 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 

                                      II-5
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.

    (d) The Company intends to file in a timely manner a request with the
Internal Revenue Service ("IRS") for a determination that the 401(k) Plan and
any amendments thereto meet the requirements of Section 401 of the Internal
Revenue Code, as amended.  The Company will make all changes required by the IRS
to qualify the 401(k) Plan and any amendments thereto.

                                      II-6
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Lanham, State of Maryland, on February 18, 1997.

                                       YURIE SYSTEMS, INC.

                                       By:  /s/ Jeong H. Kim
                                          ----------------------
                                          Jeong H. Kim
                                          Chairman of the Board and
                                          Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature                   Title                                   Date
---------                   -----                                   ----

/s/Jeong H. Kim             Chairman of the Board             February 18, 1997
-------------------------   and Chief Executive Officer                
Jeong H. Kim                 (Principal Executive       
                             Officer)              
                                       

/s/Kwok L. Li               President and Chief               February 18, 1997
-------------------------    Operating Officer,                        
Kwok L. Li                   Director                       

/s/Barton Y. Shigemura      Senior Vice President,            February 18, 1997
-------------------------    Sales and Marketing,                      
Barton Y. Shigemura          Director                

                                      II-7
Signature                   Title                                    Date
---------                   -----                                    ----

/s/Charles S. Marantz       Vice President, Finance,          February 18, 1997
----------------------       and Administration,                          
Charles S. Marantz           Chief Financial Officer
                             and Treasurer (Principal 
                             Financial and Accounting 
                             Officer)                 

         *                  Director                          February 18, 1997
----------------------                                    
Kenneth D. Brody

         *                  Director                          February 18, 1997
----------------------                                    
William J. Perry

         *                  Director                          February 18, 1997
----------------------
Herbert Rabin

         *                  Director                          February 18, 1997
----------------------                                    
R. James Woolsey

* By:  /s/Jeong H. Kim
       ---------------
 
       Attorney-in-Fact

                                      II-8
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the 401(k)
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Lanham, State of
Maryland, on February 18, 1997.

                                         YURIE SYSTEMS, INC. 401(k) SAVINGS
                                         PLAN

                                         By: /s/ Jeong H. Kim
                                             -----------------------
                                             Jeong H. Kim
                                             Chairman of the Board and
                                             Chief Executive Officer

                                      II-9
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Employee Stock Purchase Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Lanham, State of Maryland, on February 18, 1997.

                                           YURIE SYSTEMS, INC. EMPLOYEE STOCK 
                                           PURCHASE PLAN

                                           By: /s/ Jeong H. Kim
                                               -----------------------
                                               Jeong H. Kim
                                               Chairman of the Board and
                                               Chief Executive Officer

                                     II-10
EXHIBIT INDEX
                                                                    
                                                                          
                                                                  Page No. in   
                                                                 Sequentially   
Exhibit No.              Description of Exhibit                  Numbered Copy  
-----------              ----------------------                  -------------  

    4.1         Specimen form of the Company's Common      
                Stock Certificate (Filed as Exhibit 4.1    
                to Amendment No. 5 to the Company's        
                Registration Statement (File No.           
                333-15759) on Form S-1 and incorporated    
                herein by reference).                      
                                                           
    4.2         Certificate of Incorporation of the        
                Company (Filed as Exhibit 3.1 to the       
                Company's Registration Statement (File     
                No. 333-15759) on Form S-1 and             
                incorporated herein by reference).         
                                                           
    4.3         Bylaws of the Company (Filed as Exhibit    
                3.2 to Amendment No. 2 to the Company's    
                Registration Statement (File No.           
                333-15759) on Form S-1 and incorporated    
                herein by reference).                      
                                                           
    4.4         Yurie Systems, Inc. 1996 Non Statutory     
                Stock Option Plan (Filed as Exhibit        
                10.1 to the Company's Registration        
                Statement (File No. 333-15759) on Form     
                S-1 and incorporated herein by             
                reference).                                
                                                           
    4.5         Yurie Systems, Inc. Employee Stock         
                Purchase Plan (Filed as Exhibit 10.12      
                to the Company's Registration Statement    
                (File No. 333-15759) on Form S-1 and       
                incorporated herein by reference).         
                                                           
    4.6         Yurie Systems, Inc. 401(k) Savings Plan    
                (Filed as Exhibit 10.13 to the             
                Company's Registration Statement (File     
                No. 333-15759) on Form S-1 and             
                incorporated herein by reference).         
                                                           
    5.1         Opinion of Fried, Frank, Harris,           
                Shriver & Jacobson as to the validity      
                of the shares of Common Stock covered      
                by the Registration Statement.             
                                                           
   23.1         Consent of Deloitte & Touche L.L.P.        
                                                           
   23.2         Consent of Fried, Frank, Harris,           
                Shriver & Jacobson (included in            
                Exhibit 5.1).                              
                                                           
   24.1.a       Power of Attorney by Kenneth D. Brody      
                                                           
   24.1.b       Power of Attorney by William J. Perry      
                                                           
   24.1.c       Power of Attorney by Herbert Rabin         
                                                           
   24.1.d       Power of Attorney by R. James Woolsey