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   As filed with the Securities and Exchange Commission on September 21, 2001
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             ----------------------
                            FALCONSTOR SOFTWARE, INC.

            DELAWARE                                      77-0216135
            (State or other jurisdiction of               (I.R.S. Employer
            incorporation or organization)                Identification No.)

            125 BAYLIS ROAD                               11747
            MELVILLE, NEW YORK                            (Zip Code)
(Address of principal executive offices)

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

                             2000 STOCK OPTION PLAN
                            (Full title of the plan)
                          ---------------------------

                                  REIJANE HUAI
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            FALCONSTOR SOFTWARE, INC.
                                 125 BAYLIS ROAD
                            MELVILLE, NEW YORK 11747
                     (Name and address of agent for service)

                                  631-777-5188
          (Telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
                              STEVEN WOLOSKY, ESQ.
               OLSHAN GRUNDMAN FROME ROSENZWEIG &amp; WOLOSKY LLP
                    505 PARK AVENUE, NEW YORK, NEW YORK 10022
                                 (212) 753-7200


<PAGE>



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

                                                         Proposed        Proposed
            Title of                      Amount         Maximum         Maximum            Amount of
           Securities                     to be          offering        Aggregate         Registration
        to be registered              registered(1)        price         Offering             fee
                                                         per share         Price
---------------------------------------------------------------------------------------------------------

Common Stock, par value .001 per
share........................           8,662,296        $3.57 (2)      $30,954,545 (2)     $8,172 (2)
=========================================================================================================

(1)         Pursuant to Rule 416(c) under 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  employee  benefit  plan(s)  described  herein.  There  are also
            registered  hereby  such  indeterminate  number  of shares of Common
            Stock,  $.001 par value (the "Common  Stock") as may become issuable
            by reason of the  operation of the  anti-dilution  provisions of the
            FalconStor Software Inc. (the "Company") 2000 Stock Option Plan (the
            "2000 Plan").

(2)         Includes 5,492,478 shares with respect to which options were granted
            at an average exercise price of $1.40 per share. With respect to the
            remaining  shares  available  for  issuance  under  the  2000  Plan,
            pursuant to Rule 457(h) under the Securities Act of 1933, as amended
            (the "Securities Act"), the offering price per share, solely for the
            purpose of determining the registration fee, is equal to the closing
            sale price of the  Company's  Common Stock as reported on the Nasdaq
            National Market on September 17, 2001 of $7.34 per share.


<PAGE>


                                EXPLANATORY NOTE

            The Company has prepared this  Registration  Statement in accordance
with  the  requirements  of Form S-8  under  the  Securities  Act,  to  register
8,662,296  shares of Common  Stock,  $.001 par value per share,  of the  Company
issuable pursuant to the 2000 Plan of the Company.

            This Form S-8 includes a Reoffer  Prospectus  prepared in accordance
with Part I of Form S-3 under the Securities Act. The Reoffer  Prospectus may be
utilized for reofferings and resales of shares of Common Stock acquired pursuant
to the (i) 2000 Plan and (ii) the Company's 1994 Outside  Directors Stock Option
Plan, the shares of which were previously registered.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

            The  Company  will  provide  documents  containing  the  information
specified in Part I of Form S-8 to  employees  as  specified  by Rule  428(b)(1)
under the Securities Act.  Pursuant to the instructions to Form S-8, the Company
is not  required  to file these  documents  either as part of this  Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
under the Securities Act.



<PAGE>


                                   PROSPECTUS

                                8,662,296 SHARES
                            FALCONSTOR SOFTWARE, INC.
                         COMMON STOCK ($.001 PAR VALUE)

            This prospectus relates to the reoffer and resale by certain selling
stockholders  of  shares  of our  Common  Stock  that may be issued by us to the
selling  stockholders  upon the exercise of stock options granted under our 2000
Stock Option Plan or our 1994 Outside Directors Stock Option Plan. We previously
registered  the offer and sale of the shares to the selling  stockholders.  This
Prospectus also relates to certain  underlying  options that have not as of this
date been granted.  If and when such options are granted to persons  required to
use the prospectus to reoffer and resell the shares underlying such options,  we
will  distribute a prospectus  supplement.  The shares are being  reoffered  and
resold for the account of the selling  stockholders  and we will not receive any
of the proceeds from the resale of the shares.

            The selling  stockholders  have  advised us that the resale of their
shares  may be  effected  from time to time in one or more  transactions  on the
Nasdaq  National  Market,  in negotiated  transactions  or otherwise,  at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan  of  Distribution."  We will  bear all  expenses  in  connection  with the
preparation of this prospectus.

            Our  Common  Stock is  listed  on the  Nasdaq  National  Market.  On
September 17, 2001,  the closing price for the Common Stock,  as reported by the
Nasdaq National Market, was $7.34.

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

     THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 3.
--------------------------------------------------------------------------------


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  THEY
HAVE NOT MADE, NOR WILL THEY MAKE, ANY DETERMINATION AS TO WHETHER ANYONE SHOULD
BUY THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

              The date of this Prospectus is ________ ____, 2001.


<PAGE>



                                TABLE OF CONTENTS




WHERE YOU CAN FIND MORE INFORMATION...........................................1

INCORPORATION BY REFERENCE....................................................2

ABOUT THIS PROSPECTUS.........................................................2

RISK FACTORS..................................................................3

THE COMPANY...................................................................8

USE OF PROCEEDS...............................................................9

SELLING STOCKHOLDERS..........................................................9

PLAN OF DISTRIBUTION.........................................................11

LEGAL MATTERS................................................................12

EXPERTS......................................................................12

ADDITIONAL INFORMATION.......................................................13



<PAGE>



                       WHERE YOU CAN FIND MORE INFORMATION

            We file annual,  quarterly and special reports, proxy statements and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and  copy any  document  we file at the  SEC's  public  reference  room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You
may obtain further  information on the operation of the public reference room by
calling the SEC at  1-800-SEC-0330.  Our SEC filings are also  available  to the
public over the  Internet at the SEC's Web site at  http://www.sec.gov.  You may
also request  copies of such  documents,  upon payment of a duplicating  fee, by
writing to the SEC at 450 Fifth Street, N.W.,  Washington,  D.C. 20549. Reports,
proxy  statements and other  information  concerning us can also be inspected at
the Nasdaq National Market Operations, 1735 K Street, N.W., Washington, D.C.

                                      -1-

<PAGE>



                           INCORPORATION BY REFERENCE

            The SEC allows us to  incorporate  by reference the  information  we
file with it, which means that we can disclose  important  information to you by
referring you to those documents. The information we incorporate by reference is
considered to be part of this  prospectus,  and  information  that we file later
with the SEC will  automatically  update  and  supersede  this  information.  We
incorporate by reference the documents  listed below and any future filings made
by us with the SEC under Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934,  until the sale of all the shares of Common Stock that are
part of this offering.  The documents we are  incorporating  by reference are as
follows:

            (1) Our Annual  Report on Form 10-K for the year ended  December 31,
2000;

            (2) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2001;

            (3) Our Current Reports on Form 8-K filed on April 16, 2001,  August
23, 2001 and September 6, 2001;

            (4) Our Registration Statement on Form S-4 filed on May 11, 2001, as
subsequently amended;

            (5)  The   description   of  our  Common  Stock   contained  in  our
registration  statement  on Form 8-A  declared  effective by the SEC on June 28,
1994, including any amendments or reports filed for the purpose of updating that
description.

            You may request a copy of these  filings,  excluding the exhibits to
such filings which we have not  specifically  incorporated  by reference in such
filings, at no cost, by writing or telephoning us at the following address:

                         FalconStor Software, Inc.
                         125 Baylis Road
                         Melville, New York  11747
                         Attention: Chief Financial Officer
                         (631) 777-5188

                              ABOUT THIS PROSPECTUS

            This  prospectus is part of a  registration  statement we filed with
the SEC. You should rely only on the  information  provided or  incorporated  by
reference in this prospectus or any related  supplement.  We have not authorized
anyone else to provide you with different information.  The Selling Stockholders
will not make an offer of these  shares  in any  state  where  the  offer is not
permitted.  You should not assume that the information in this prospectus or any
supplement  is accurate as of any other date than the date on the front of those
documents.

                                      -2-

<PAGE>


                                  RISK FACTORS

AN INVESTMENT IN THE SHARES OFFERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE OF
RISK.  YOU SHOULD  CAREFULLY  CONSIDER THE FOLLOWING  RISK  FACTORS,  AS WELL AS
INFORMATION  CONTAINED AND  INCORPORATED BY REFERENCE IN THIS PROSPECTUS  BEFORE
DECIDING TO INVEST IN OUR COMMON STOCK.

FAILURE OF THE MERGER TO ACHIEVE POTENTIAL  BENEFITS COULD HARM OUR BUSINESS AND
OPERATING RESULTS.

            We expect that the merger will result in potential  benefits for us.
Achieving these potential  benefits will depend on a number of factors,  some of
which include:

            o    retention of key management,  marketing and technical personnel
                 after the merger;

            o    our ability to increase our  customer  base and to increase the
                 sales of our products; and

            o    competitive conditions in the storage networking infrastructure
                 software market.

            We cannot assure you that the anticipated benefits will be achieved.
The failure to achieve anticipated  benefits could harm our business,  financial
condition and operating results.

WE HAVE HAD LIMITED REVENUES AND A HISTORY OF LOSSES,  AND WE MAY NOT ACHIEVE OR
MAINTAIN PROFITABILITY.

            We were incorporated on February 10, 2000. Due to the early stage of
our  product,  we have had  limited  revenues  and a history of losses.  For the
period from inception  (February 10, 2000) through June 30, 2001, we had a gross
loss of  $592,169  and a net  loss  of  $9,456,311.  We  currently  have  signed
contracts with resellers and original equipment manufacturers,  or OEMs, to ship
our products and expect that as a result of these  contracts,  our revenues will
increase in the future.  Our business model depends upon signing agreements with
additional OEM customers, developing a reseller sales channel, and expanding our
direct sales force. Any difficulty in obtaining these OEM and reseller customers
or in attracting  qualified sales personnel will negatively impact our financial
performance.

NETWORK PERIPHERALS INC. MAY HAVE LIABILITIES AND ONGOING OBLIGATIONS TO CERTAIN
CUSTOMERS AND SUPPLIERS AS A RESULT OF THE WINDING DOWN OF ITS BUSINESS.

            Network  Peripherals  Inc.  had  existing  agreements  with  certain
suppliers  and  customers,  which  we are  in  the  process  of  terminating  in
connection with the winding down of that business.  NPI may have  liabilities to
certain existing customers and suppliers as a result of the termination of these
agreements.  While we are taking steps to minimize any such potential liability,
we  cannot  be sure  that our  efforts  to  remove  all such  liability  will be
successful.

THE MARKET FOR IP-BASED STORAGE SOLUTIONS IS NEW AND UNCERTAIN, AND OUR BUSINESS
WILL SUFFER IF IT DOES NOT DEVELOP AS WE EXPECT.

            The rapid adoption of Internet protocol (IP)-based storage solutions
is critical to our future  success.  The market for IP-based  solutions is still

                                      -3-

<PAGE>

unproven,  making it difficult to predict its  potential  size or future  growth
rate, and there are currently only a handful of companies with IP-based  storage
products that are  commercially  available.  Most potential  customers have made
substantial investments in their current storage networking infrastructure,  and
they may elect to remain  with  current  network  architectures  or to adopt new
architecture,  in limited stages or over extended  periods of time. We will need
to convince these  potential  customers of the benefits of our IP-based  storage
products for future storage network  infrastructure  upgrades or expansions.  We
cannot be certain  that a viable  market  for our  products  will  develop or be
sustainable.  If this market does not develop,  or develops  more slowly than we
expect,  our business,  financial  condition and results of operations  would be
seriously harmed.

IF WE ARE UNABLE TO DEVELOP AND MANUFACTURE NEW PRODUCTS THAT ADDRESS ADDITIONAL
STORAGE  NETWORKING  INFRASTRUCTURE  SOFTWARE  MARKET  SEGMENTS,  OUR  OPERATING
RESULTS MAY SUFFER.

            Although  our  current  products  are  designed  for one of the most
significant segments of the storage networking  infrastructure  software market,
demand may shift to other market segments.  Accordingly,  we may need to develop
and  manufacture  new  products  that  address   additional  storage  networking
infrastructure  software  market  segments and emerging  technologies  to remain
competitive in the data storage software industry.  We cannot assure you that we
will  successfully  qualify  new  storage  networking   infrastructure  software
products  with  our  customers  by  meeting  customer  performance  and  quality
specifications or quickly achieve high volume  production of storage  networking
infrastructure software products.

            Any failure to address  additional  market  segments  could harm our
business, financial condition and operating results.

OUR COMPLEX  PRODUCTS  MAY HAVE ERRORS OR DEFECTS  THAT COULD  RESULT IN REDUCED
DEMAND FOR OUR PRODUCTS OR COSTLY LITIGATION.

            Our IPStor  platform is complex and designed to be deployed in large
and complex  networks.  Many of our customers  will require that our products be
designed to interface with customers' existing networks,  each of which may have
different  specifications and utilize multiple protocol  standards.  Because our
products  are  critical  to the  networks  of  our  customers,  any  significant
interruption  in their service as a result of defects in our product  within our
customers'  networks  could result in lost  profits or damage to our  customers.
These problems could cause us to incur  significant  service and warranty costs,
divert engineering  personnel from product development efforts and significantly
impair our ability to maintain existing  customer  relationships and attract new
customers.  In addition,  a product liability claim,  whether successful or not,
would  likely be time  consuming  and  expensive  to  resolve  and would  divert
management  time and attention.  Further,  if we are unable to fix the errors or
other  problems  that may be  identified  in full  deployment,  we would  likely
experience  loss of or  delay  in  revenues  and loss of  market  share  and our
business and prospects would suffer.

                                      -4-

<PAGE>


THROUGH  JUNE  30,  2001,  WE  RECEIVED  49% OF  OUR  REVENUES  FROM A  ONE-TIME
CONSULTING  FEE AND A MAJORITY OF OUR FUTURE  REVENUES  MAY BE DERIVED FROM OEMS
AND RESELLERS.

            From inception through June 30, 2001, one customer, Depository Trust
Company,  accounted for 49% of our revenues. Such revenues related to a one-time
consulting  fee,  and we do not expect that we will realize  significant  future
revenues from this customer or from consulting services.  Our management expects
that the expansion of the end user base through OEMs and resellers  will account
for a significant  portion of our revenue.  We presently have  approximately  43
signed  contracts  with  OEMs  and  resellers.  These  contracts  are  generally
terminable upon 30 to 60 days' notice and OEMs and resellers have a wide variety
of suppliers to choose from and therefore could make substantial  demands on the
Company.  If we lose a key customer or if any of our key customers  reduce their
orders of our products or require us to reduce our prices  before we are able to
reduce costs,  our  business,  financial  condition and operating  results would
suffer.

OUR QUARTERLY RESULTS MAY FLUCTUATE  SIGNIFICANTLY,  WHICH COULD CAUSE OUR STOCK
PRICE TO DECLINE.

            Our future performance will depend on many factors, including:

            o    the average unit selling price of our products;
            o    existing  or new  competitors  introducing  better  products at
                 competitive prices before we do;
            o    our ability to manage  successfully  the complex and  difficult
                 process of qualifying our products with our customers;
            o    our customers canceling,  rescheduling or deferring significant
                 orders for our products,  particularly  in  anticipation of new
                 products or enhancements from us or our competitors;
            o    import or export  restrictions on our  proprietary  technology;
                 and
            o    personnel changes.

            Many of our expenses are relatively fixed and difficult to reduce or
modify.  As a result,  the fixed nature of our expenses will magnify any adverse
effect of a decrease in revenue on our operating results.

THE STORAGE NETWORKING  INFRASTRUCTURE SOFTWARE MARKET IS HIGHLY COMPETITIVE AND
INTENSE COMPETITION COULD NEGATIVELY IMPACT OUR BUSINESS.

            The storage networking  infrastructure  software market is intensely
competitive even during periods when demand is stable.  Our management  believes
that we compete  primarily with DataCore and StorageApps.  Those competitors and
other potential  competitors may be able to establish  rapidly or expand storage
networking   infrastructure  software  offerings  more  quickly,  adapt  to  new
technologies and customer  requirements faster and take advantage of acquisition
and other opportunities more readily.

Our competitors also may:

            o    consolidate   or  establish   strategic   relationships   among
                 themselves to lower their product costs or to otherwise compete
                 more effectively against us; or
            o    bundle their  products with other  products to increase  demand
                 for their products.

                                      -5-

<PAGE>

            In  addition,  some  OEMs with  whom we do  business,  or hope to do
business,  may enter the market directly and rapidly capture market share. If we
fail  to  compete  successfully  against  current  or  future  competitors,  our
business, financial condition and operating results may suffer.

THE LOSS OF ANY OF OUR KEY PERSONNEL COULD HARM OUR BUSINESS.

            Our success  depends  upon the  continued  contributions  of our key
employees,  many of whom would be extremely difficult to replace. We do not have
key person life insurance on any of our personnel. Many of our senior management
and a significant  number of our other  employees  have been with us for a short
period of time.  Worldwide  competition  for  skilled  employees  in the storage
networking  infrastructure  software  industry is extremely  intense.  If we are
unable to retain existing employees or to hire and integrate new employees,  our
business,  financial  condition and operating results could suffer. In addition,
companies whose employees accept positions with competitors often claim that the
competitors  have engaged in unfair hiring  practices.  We may be the subject of
such claims in the future as we seek to hire qualified personnel and could incur
substantial costs defending ourselves against those claims.

OUR BOARD OF  DIRECTORS  MAY  SELECTIVELY  RELEASE  SHARES OF OUR  COMMON  STOCK
RECEIVED BY THE FORMER FALCONSTOR, INC. STOCKHOLDERS FROM LOCK-UP RESTRICTIONS.

            Our board of directors may, in its sole  discretion,  release any or
all  of the  shares  of our  common  stock  received  by the  former  FalconStor
stockholders from lock-up  restrictions at any time with or without notice.  Any
release of such shares from  lock-up  restrictions  may be applied to our former
stockholders  on  a  proportionate   or  selective  basis.  If  the  release  is
selectively  applied,  the  stockholders  whose shares are not released  will be
forced to hold such shares while other  stockholders may sell. In addition,  the
release of any such shares could depress our stock price.

IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY, OUR BUSINESS WILL SUFFER.

            Our success is dependent upon our proprietary technology. Currently,
the IPStor  software suite is the core of our  proprietary  technology.  We have
three pending patent applications and pending trademark  applications related to
our IPStor  product.  We cannot predict  whether we will receive patents for our
pending or future patent  applications,  and any patents that we own or that are
issued to us may be invalidated,  circumvented or challenged.  In addition,  the
laws of  certain  countries  in  which  we sell and  manufacture  our  products,
including   various  countries  in  Asia,  may  not  protect  our  products  and
intellectual  property  rights  to the same  extent  as the  laws of the  United
States.

            We also rely on trade secret,  copyright and trademark laws, as well
as the confidentiality and other restrictions  contained in our respective sales
contracts  and  confidentiality  agreements to protect our  proprietary  rights.
These legal protections afford only limited protection.

OUR  TECHNOLOGY  MAY BE  SUBJECT  TO  INFRINGEMENT  CLAIMS  THAT  COULD HARM OUR
BUSINESS.

            We may become subject to litigation  regarding  infringement  claims
alleged by third  parties.  We have received  correspondence  from a third party
claiming  that some of our employees  formerly  employed by that third party may

                                      -6-

<PAGE>


have  disclosed  proprietary  information  of the third  party in  violation  of
certain  agreements or other  obligations to that third party.  This third party
has also asserted that our intellectual property may be based on or utilizes its
intellectual property. As of the date of this registration  statement, no formal
action has been taken by the third  party.  We believe  these claims are without
merit. However, if an action is commenced against us, our management may have to
devote   substantial   attention  and  resources  to  defend  these  claims.  An
unfavorable  result for the Company could have a material  adverse effect on our
business,  financial  condition and operating and could limit our ability to use
our intellectual property.

WE HAVE A SIGNIFICANT  AMOUNT OF AUTHORIZED BUT UNISSUED  PREFERRED STOCK, WHICH
MAY AFFECT THE LIKELIHOOD OF A CHANGE OF CONTROL IN OUR COMPANY.

            Our Board of Directors has the authority,  without further action by
the  stockholders,  to issue up to 2,000,000  shares of preferred  stock on such
terms and with such rights,  preferences and  designations,  including,  without
limitation  restricting  dividends on our common  stock,  dilution of the voting
power of our common stock and impairing the liquidation rights of the holders of
our  common  stock,  as  the  Board  may  determine  without  any  vote  of  the
stockholders.  Issuance  of such  preferred  stock,  depending  upon the rights,
preferences and designations thereof may have the effect of delaying,  deterring
or  preventing  a  change  in  control.  In  addition,  certain  "anti-takeover"
provisions of the Delaware  General  Corporation  Law,  among other things,  may
restrict  the  ability  of our  stockholders  to  authorize  a merger,  business
combination or change of control.

WE HAVE A SIGNIFICANT NUMBER OF OUTSTANDING OPTIONS, THE EXERCISE OF WHICH WOULD
DILUTE THE THEN-EXISTING STOCKHOLDERS' PERCENTAGE OWNERSHIP OF OUR COMMON STOCK.

            As of September 3, 2001, we have outstanding  options to purchase an
aggregate of 7,473,372 shares of our common stock at a weighted average exercise
price of $3.97 per share.

            The  exercise of all of the  outstanding  options  would  dilute the
then-existing  stockholders' percentage ownership of common stock, and any sales
in the public  market of the common  stock  issuable  upon such  exercise  could
adversely affect prevailing market prices for the common stock. In addition, the
existence of a significant  amount of  outstanding  options may encourage  short
selling by the option  holders  since the  exercise of the  outstanding  options
could depress the price of our common stock.  Moreover,  the terms upon which we
would be able to obtain  additional  equity capital could be adversely  affected
because  the holders of such  securities  can be expected to exercise or convert
them at a time when we would,  in all  likelihood,  be able to obtain any needed
capital on terms more favorable than those provided by such securities.

                                      -7-

<PAGE>



                                   THE COMPANY


            We are a provider of storage networking infrastructure software. Our
open software  approach to storage  networking  enables companies to capture and
manipulate  the  expanding  volume  of  enterprise  data  and  existing  storage
solutions,   without   rendering  those  solutions   obsolete.   By  moving  the
"intelligence"  of  storage  management  from  hardware  to  software,  we allow
companies  to adopt  Fibre  Channel  technology  while  maximizing  their  prior
investments in Ethernet information technology, or IT, infrastructure and taking
full advantage of the ubiquitous connectivity of the industry-standard  internet
protocol,   or  IP.  Our  software   technology  can  rapidly   embrace  various
input/output, or I/O, interface, communications standards and innovative storage
services as they are  introduced.  Our flagship IPStor product began shipping in
May  2001.  IPStor  is  a  storage  solution  that  combines   industry-standard
connectivity  with  next-generation  network storage  services,  offering large,
widely-dispersed   enterprises  a  complete  storage  management  solution  that
includes  all  four  of  the  key  service  categories:  universal  connectivity
supporting  both  Fibre  Channel  and   IP/iSCSI-based   storage   provisioning,
virtualization;  storage services such as fail-over, mirroring,  replication and
snapshot,  and  unified  storage  area  network,  or SAN,  and  network-attached
storage, or NAS. Our commitment to open standards and universal connectivity has
been endorsed by industry leaders such as Adaptec,  Cisco,  Crossroads,  Emulex,
Gadzoox, IBM, NEC and QLogic.

                                CORPORATE HISTORY

            Network  Peripherals,  Inc. was  incorporated in California in March
1989  and  was  reincorporated  in  Delaware  in  1994.  FalconStor,   Inc.  was
incorporated in Delaware in February 2000. On August 22, 2001, we consummated an
Agreement and Plan of Merger and Reorganization  between us,  FalconStor,  Inc.,
and Empire  Acquisition  Corp.  whereby the  stockholders  of  FalconStor,  Inc.
received our common stock in exchange for the shares or FalconStor capital stock
they owned, and our name was changed from Network Peripherals Inc. to FalconStor
Software,  Inc.  Although  we  acquired  FalconStor,  Inc.  as a  result  of the
transaction,  FalconStor stockholders hold a majority of the voting interests in
the combined enterprise.  Accordingly,  for accounting purposes, the acquisition
was a  "reverse  acquisition"  and  FalconStor  was the  "accounting  acquiror."
Further,  as a result of Network  Peripherals Inc.'s decision to discontinue its
NuWave and legacy  business,  Network  Peripherals  Inc.  became a non-operating
public shell with no continuing operations,  and no intangible assets associated
with Network  Peripherals Inc. were purchased by FalconStor,  Inc.  Accordingly,
the transaction  will be accounted for as a  recapitalization  of FalconStor and
recorded  based on the fair value of  Network  Peripherals  Inc.'s net  tangible
assets acquired by FalconStor, with no goodwill or other intangible assets being
recognized.  Costs incurred by FalconStor  directly  related to the  transaction
will be charged to stockholders' equity. For further information relating to the
transaction, see our proxy statement for special meeting of stockholders held on
August 22, 2001 and our Current Report on Form 8-K, dated September 6, 2001.

            Our  principal  executive  offices are  located at 125 Baylis  Road,
Melville,   New  York   11747.   We  are  a  provider   of  storage   networking
infrastructure. Our telephone number is (631) 777-5188.

                                      -8-

<PAGE>

                                 USE OF PROCEEDS

            The shares of Common Stock offered  hereby are being  registered for
the account of the  selling  stockholders  identified  in this  prospectus.  See
"Selling  Stockholders." All net proceeds from the sale of the Common Stock will
go to the stockholders who offer and sell their shares.  We will not receive any
part of the proceeds from such sales of Common Stock. We will, however,  receive
the exercise price of the options at the time of their  exercise.  If all of the
options related to the Common Stock being  registered  herein are exercised,  we
will  realize  proceeds  in the  amount of  $2,462,038.  Such  proceeds  will be
contributed to working capital and will be used for general corporate purposes.


                              SELLING STOCKHOLDERS

            This  Prospectus  relates to the reoffer and resale of shares issued
or that may be issued to the selling  stockholders  under our 2000 Stock  Option
Plan and our 1994 Outside Directors Stock Option Plan.

            The  following  table  sets forth (i) the number of shares of Common
Stock beneficially owned by each selling  stockholder at September 1, 2001, (ii)
the number of shares to be offered for resale by each selling stockholder (i.e.,
the total number of shares underlying  options held by each selling  stockholder
irrespective  of whether such options are presently  exercisable  or exercisable
within sixty days of September 1, 2001),  and (iii) the number and percentage of
shares  of our  Common  Stock  to be  held  by each  selling  stockholder  after
completion of the offering.

                                                                               Number of
                                                                               shares of
                                                                                Common               Percentage of
                                                            Number of         Stock After             Class to be
                           Number of shares of Common     Shares to be       Completion of            Owned After
                            Stock Beneficially Owned at    Offered for       the Offering            Completion of
    Name                       September 1, 2001 (1)         Resale              (2)                 the Offering
-----------------          ----------------------------   ------------       ------------            ------------

Jacob Ferng(3)                       95,285                 288,743              95,285                   *
Wayne Lam(4)                         95,285                 288,743              82,147                   *
Glenn Penisten(5)                   614,654                 386,667             227,987                   *
Lawrence S. Dolin(6)                 40,000                  15,000              40,000                   *
Steven H. Owings(7)                  58,030                  15,000              58,030                   *
Steven A. Fischer(8)                  2,500                  15,000               2,500                   *

----------------
* Less than one percent

                                      -9-

<PAGE>

(1)         A person is deemed to be the beneficial  owner of voting  securities
            that can be acquired  by such  person  within 60 days after the date
            hereof  upon  the  exercise  of  options,  warrants  or  convertible
            securities.   Each  beneficial  owner's   percentage   ownership  is
            determined  by  assuming  that  options,   warrants  or  convertible
            securities  that are held by such  person (but not those held by any
            other person) and that are  currently  exercisable  (i.e.,  that are
            exercisable   within  60  days  from  the  date  hereof)  have  been
            exercised.  Unless  otherwise  noted,  the Company believes that all
            persons  named in the table have sole  voting and  investment  power
            with respect to all shares beneficially owned by them.

(2)         Consists  of shares  issuable  upon the  exercise  of  options  both
            currently and not currently exercisable.

(3)         Based upon  information  contained  in the Form 3 filed by Mr. Ferng
            and certain  other  information.  Consists of shares of Common Stock
            issuable upon exercise of options. Mr. Ferng joined FalconStor, Inc.
            in August 2000 as Chief Financial Officer and Vice President and has
            served as Chief  Financial  Officer,  Vice  President  and Secretary
            since August 2001.

(4)         Based upon information  contained in the Form 3 filed by Mr. Lam and
            certain  other  information.  Consists  of shares  of  Common  Stock
            issuable  upon the  exercise  of  presently  exercisable  options or
            options   exercisable   within  60  days  hereof.   Mr.  Lam  joined
            FalconStor, Inc. in April 2000 as Vice President,  Marketing and has
            served as the Company's Vice President, Marketing since August 2001.

(5)         Based upon information contained in the Form 4 filed by Mr. Penisten
            and  certain  other  information.  Includes  an option  to  purchase
            386,667 shares of common stock within 60 days. Mr. Penisten has been
            a director of the Company since 1996.

(6)         Based on information  contained in the Form 3 filed by Mr. Dolin and
            certain other  information.  Includes 40,000 shares held by Northern
            Union Club. Mr. Dolin is a general partner of Mordo Partners,  which
            is a general  partner of Northern Union Club.  Mr.  Dolin's  options
            were  granted  pursuant to the 1994 Outside  Directors  Stock Option
            Plan (the "1994 Plan").  Does not include options to purchase 35,000
            shares of our Common  Stock which have been  granted  under the 1994
            Plan subject to stockholder  approval.  Mr. Dolin joined the Company
            in August 2001 as a director.

(7)         Based upon  information  contained in the Form 3 filed by Mr. Owings
            and certain  other  information.  Mr.  Owings'  options were granted
            pursuant  to the 1994 Plan.  Does not  include  options to  purchase
            35,000  shares of our Common Stock which have been granted under the
            1994 Plan subject to  stockholder  approval.  Mr.  Owings joined the
            Company in August 2001 as a director.

(8)         Based upon information  contained in the Form 3 filed by Mr. Fischer
            and certain other  information.  Mr. Fischer's  options were granted
            pursuant  to the 1994 Plan.  Does not  include  options to  purchase
            35,000  shares of our Common Stock which have been granted under the
            1994 Plan subject to  stockholder  approval.  Mr. Fischer joined the
            Company in August 2001 as a director.

                                      -10-

<PAGE>


                              PLAN OF DISTRIBUTION

            This  offering  is  self-underwritten;  neither  we nor the  selling
stockholders  have employed an  underwriter  for the sale of Common Stock by the
selling  stockholders.  We  will  bear  all  expenses  in  connection  with  the
preparation of this Prospectus.  The selling stockholders will bear all expenses
associated with the sale of the Common Stock.

            The  selling  stockholders  may offer their  shares of Common  Stock
directly  or  through  pledgees,  donees,  transferees  or other  successors  in
interest in one or more of the following transactions:

            o    On any stock  exchange on which the shares of Common  Stock may
                 be listed at the time of sale
            o    In negotiated transactions
            o    In the over-the-counter market
            o    In a combination of any of the above transactions

            The selling  stockholders  may offer their shares of Common Stock at
any of the following prices:

            o    Fixed prices which may be changed
            o    Market prices prevailing at the time of sale
            o    Prices related to such prevailing market prices
            o    At negotiated prices

            The selling  stockholders  may effect such  transactions  by selling
shares to or through  broker-dealers,  and all such  broker-dealers  may receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
selling  stockholders  and/or the  purchasers of shares of Common Stock for whom
such  broker-dealers  may act as agents or to whom they sell as  principals,  or
both (which compensation as to a particular  broker-dealer might be in excess of
customary commissions).

            Any   broker-dealer   acquiring   Common   Stock  from  the  selling
stockholders  may sell the shares either directly,  in its normal  market-making
activities, through or to other brokers on a principal or agency basis or to its
customers.  Any such  sales  may be at  prices  then  prevailing  on the  Nasdaq
National  Market or at prices  related to such  prevailing  market  prices or at
negotiated prices to its customers or a combination of such methods. The selling
stockholders and any broker-dealers  that act in connection with the sale of the
Common Stock hereunder might be deemed to be  "underwriters"  within the meaning
of Section 2(11) of the Securities Act; any commissions received by them and any
profit on the resale of shares as principal  might be deemed to be  underwriting
discounts and  commissions  under the Securities Act. Any such  commissions,  as
well as other  expenses  incurred by the  selling  stockholders  and  applicable
transfer taxes, are payable by the selling stockholders.

                                      -11-

<PAGE>

            The selling  stockholders  reserve the right to accept, and together
with any  agent of the  selling  stockholder,  to reject in whole or in part any
proposed  purchase of the shares of Common Stock. The selling  stockholders will
pay any sales  commissions  or other  seller's  compensation  applicable to such
transactions.

            We have not  registered  or qualified  offers and sales of shares of
the Common Stock under the laws of any country, other than the United States. To
comply  with  certain  states'  securities  laws,  if  applicable,  the  selling
stockholders  will  offer  and  sell  their  shares  of  Common  Stock  in  such
jurisdictions  only  through  registered  or  licensed  brokers or  dealers.  In
addition,  in certain  states  the  selling  stockholders  may not offer or sell
shares of Common Stock unless we have  registered  or qualified  such shares for
sale in such  states  or we have  complied  with  an  available  exemption  from
registration or qualification.

            The selling shareholders have represented to us that any purchase or
sale of shares of Common Stock by them will comply with Regulation M promulgated
under the  Securities  Exchange Act of 1934,  as amended.  In general,  Rule 102
under  Regulation M prohibits any person  connected with a  distribution  of our
Common Stock (a  "Distribution")  from  directly or  indirectly  bidding for, or
purchasing for any account in which he or she has a beneficial interest,  any of
our Common Stock or any right to purchase our Common Stock,  for a period of one
business  day before and after  completion  of his or her  participation  in the
distribution (we refer to that time period as the "Distribution Period").

            During  the  Distribution   Period,  Rule  104  under  Regulation  M
prohibits  the  selling  shareholders  and  any  other  persons  engaged  in the
Distribution from engaging in any stabilizing bid or purchasing our Common Stock
except for the purpose of  preventing  or retarding a decline in the open market
price of our Common Stock. No such person may effect any stabilizing transaction
to facilitate any offering at the market.  Inasmuch as the selling  shareholders
will be  reoffering  and  reselling  our Common  Stock at the  market,  Rule 104
prohibits them from effecting any stabilizing  transaction in  contravention  of
Rule 104 with respect to our Common Stock.

            There can be no assurance  that the selling  shareholders  will sell
any or all of the shares offered by them hereunder or otherwise.

                                  LEGAL MATTERS

            Certain legal matters in connection  with the issuance of the shares
of Common Stock  offered  hereby have been passed upon for the Company by Olshan
Grundman  Frome  Rosenzweig &amp; Wolosky LLP, 505 Park Avenue,  New York,  New York
10022.  Steven Wolosky,  a member of Olshan Grundman Frome  Rosenzweig &amp; Wolosky
LLP, holds 90,232 shares of Common Stock in the Company.

                                     EXPERTS

            The  consolidated  financial  statements  of  FalconStor,   Inc.  (a
development  stage  enterprise) as of December 31, 2000, and for the period from
inception  (February 10, 2000) through December 31, 2000 have been  incorporated


                                      -12-

<PAGE>

by reference in this Prospectus and in the registration statement in reliance on
the report of KPMG LLP, independent  certified public accountants,  incorporated
by reference herein,  and upon the authority of said firm as experts in auditing
and accounting.

            The consolidated financial statements of Network Peripherals Inc. as
of  December  31,  2000 and 1999 and for each of the three  years in the  period
ended December 31, 2000  incorporated  by reference in this Prospectus have been
so incorporated by reference in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants,  given on the authority of said firm as experts in
auditing and accounting.

                             ADDITIONAL INFORMATION

            We have  filed  with the SEC a  Registration  Statement  on Form S-8
under the Securities Act with respect to the Shares offered hereby.  For further
information  with  respect to the Company  and the  securities  offered  hereby,
reference is made to the Registration  Statement.  Statements  contained in this
Prospectus  as to the  contents  of any  contract  or  other  document  are  not
necessarily  complete,  and in each  instance,  reference is made to the copy of
such  contract or document  filed as an exhibit to the  Registration  Statement,
each such statement being qualified in all respects by such reference.


                                      -13-

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The SEC allows us to  incorporate  by reference the  information  we
file with it, which means that we can disclose  important  information to you by
referring you to those documents. The information we incorporate by reference is
considered to be part of this  prospectus,  and  information  that we file later
with the SEC will  automatically  update  and  supersede  this  information.  We
incorporate by reference the documents  listed below and any future filings made
by us with the SEC under Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934,  until the sale of all the shares of Common Stock that are
part of this offering.  The documents we are  incorporating  by reference are as
follows:

            (1) Our Annual  Report on Form 10-K for the year ended  December 31,
2000;

            (2) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2001;

            (3) Our Current Reports on Form 8-K filed on April 16, 2001,  August
23, 2001 and September 6, 2001; and

            (4) Our Registration Statement on Form S-4 filed on May 11, 2001, as
subsequently amended;

            (5)  The   description   of  our  Common  Stock   contained  in  our
registration  statement  on Form 8-A  declared  effective by the SEC on June 28,
1994, including any amendments or reports filed for the purpose of updating that
description.

ITEM 4.  DESCRIPTION OF SECURITIES

            Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

            Steven  Wolosky,  a member of Olshan  Grundman  Frome  Rosenzweig  &amp;
Wolosky LLP, holds 90,232 shares of Common Stock of the Company.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

            As permitted by the Delaware General  Corporation Law ("DGCL"),  the
Company's  Certificate  of  Incorporation,   as  amended,  limits  the  personal
liability  of a director  or officer to the  Company  for  monetary  damages for
breach of fiduciary duty of care as a director.  Liability is not eliminated for
(i)  any  breach  of the  director's  duty  of  loyalty  to the  Company  or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve


                                      -14-

<PAGE>

intentional  misconduct or a knowing violation of law, (iii) unlawful payment of
dividends or stock purchase or redemptions  pursuant to Section 174 of the DGCL,
or (iv) any  transaction  from which the director  derived an improper  personal
benefit.

            The  Company has also entered into  indemnification  agreements with
each of its directors and executive  officers.  The  indemnification  agreements
provide that the  directors and executive  officers will be  indemnified  to the
fullest  extent  permitted by  applicable  law against all  expenses  (including
attorneys' fees),  judgments,  fines and amounts  reasonably paid or incurred by
them for  settlement in any  threatened,  pending or completed  action,  suit or
proceeding,  including any derivative  action, on account of their services as a
director or officer of the Company or of any subsidiary of the Company or of any
other  company or  enterprise  in which they are  serving at the  request of the
Company.   No  indemnification   will  be  provided  under  the  indemnification
agreements,  however,  to any director or executive  officer in certain  limited
circumstances,  including  on  account  of  knowingly  fraudulent,  deliberately
dishonest  or  willful   misconduct.   To  the  extent  the  provisions  of  the
indemnification  agreements exceed the  indemnification  permitted by applicable
law, such  provision may be  unenforceable  or may be limited to the extent they
are found by a court of competent jurisdiction to be contrary to pubic policy.

DELAWARE LAW

            The Company is subject to Section 203 of the DGCL, which prevents an
"interested  stockholder" (defined in Section 203, generally, as a person owning
15% or more of a  corporation's  outstanding  voting  stock) from  engaging in a
"business combination" with a publicly-held Delaware corporation for three years
following  the date such person became an interested  stockholder,  unless:  (i)
before such person became an interested  stockholder,  the board of directors of
the  corporation  approved the  transaction in which the interested  stockholder
became an interested stockholder or approved the business combination; (ii) upon
consummation  of the transaction  that resulted in the interested  stockholder's
becoming an interested stockholder, the interested stockholder owns at least 85%
of the voting stock of the  corporation  outstanding at the time the transaction
commenced (subject to certain exceptions), or (iii) following the transaction in
which such person became an interested stockholder,  the business combination is
approved  by the board of  directors  of the  corporation  and  authorized  at a
meeting of  stockholders  by the  affirmative  vote of the holders of 66% of the
outstanding  voting  stock  of the  corporation  not  owned  by  the  interested
stockholder. A "business combination" includes mergers, stock or asset sales and
other   transactions   resulting  in  a  financial  benefit  to  the  interested
stockholder.

            The  provisions  of Section 203 of the DGCL could have the effect of
delaying, deferring or preventing a change in the control of the Company.

            FalconStor  Software,   Inc.  maintains  a  directors  and  officers
insurance and company  reimbursement  policy.  The policy insures  directors and
officers against  unindemnified loss arising from certain wrongful acts in their
capacities  and  reimburses  FalconStor  Software,  Inc. for such loss for which
FalconStor  Software,  Inc. has lawfully indemnified the directors and officers.
The policy  contains  various  exclusions,  none of which relate to the offering
hereunder.  FalconStor Software, Inc. also has agreements with its directors and

                                      -15-

<PAGE>

officers providing for the indemnification thereof under certain circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

ITEM 8.  EXHIBITS


       *4.1      2000 Stock Option Plan.
        4.2      1994  Outside  Directors  Stock  Option  Plan  incorporated  by
                 reference  to  Exhibit  10.4  to  the  Company's   Registration
                 Statement on Form S-1 (File No. 33-78350).
       *5.1      Opinion of Olshan Grundman Frome Rosenzweig &amp; Wolosky as to
                 the  legality  of  the  stock  covered  by  this   registration
                 statement.
      *23.1      Consent of KPMG LLP, independent public accountants.
      *23.2      Consent  of  PricewaterhouseCoopers   LLP,  independent  public
                 accountants.
      *23.3      Consent of Olshan  Grundman  Frome  Rosenzweig  and Wolosky LLP
                 (included in exhibit 5.1)
      *24.1      Powers of Attorney (included on signature page).

------------------
    *   Filed herewith.

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;

                    (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 (i) and (ii) above do
                      not apply if the information  required to be included in a
                      post-effective  amendment by those paragraphs is contained

                                      -16-

<PAGE>

                      in periodic  reports filed by the  registrant  pursuant to
                      Section 13 or 15(d) of the Securities Exchange Act of 1934
                      that are  incorporated  by reference  in the  Registration
                      Statement;

                 (2)  That, for the purposes 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

                 (3)  To remove from  registration by means of a  post-effective
                      amendment  any of the  securities  being  registered  that
                      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 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 this 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  Securities  Act of 1933  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 a
                 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 of
                 1933 and will be  governed  by the final  adjudication  of such
                 issue.

                                      -17-

<PAGE>


                                   SIGNATURES

            In accordance  with 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 of filing on Form S-8 and authorizes this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  Town of  Melville,  State of New  York,  on the 21st day of
September, 2001.

                               FALCONSTOR SOFTWARE, INC.
                               ---------------------------------------
                               (Registrant)


                               By: /s/ ReiJane Huai
                                   -----------------------------------
                                       ReiJane Huai
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

            KNOW ALL MEN BY THESE  PRESENTS,  that each person  whose  signature
appears below  constitutes and appoints each of ReiJane Huai and Jacob Ferng his
true and lawful attorneys-in-fact and agent, with full power of substitution and
resubstitution,  for and in his or her  name,  place and  stead,  in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite necessary to be done in and about the premises, as
fully to all  intents  and  purposes  as he or she might or could do in  person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitute, may lawfully do or cause to be done by virtue hereof.

            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 date indicated.

       SIGNATURE                    Title                             Date
       ---------                    -----                             ----


/s/ ReiJane Huai            Director, President and Chief        September 21, 2001
-------------------         Executive Officer (Principal
ReiJane Huai                Executive Officer)

/s/ Jacob Ferng             Vice President and Chief Financial   September 21, 2001
-------------------         Officer (Principal Financial
Jacob Ferng                 Officer and Principal Accounting
                            Officer)

                                      -18-

<PAGE>





                            Director                             September 21, 2001
-------------------
Glenn Penisten

/s/ Lawrence S. Dolin       Director                             September 21, 2001
----------------------
Lawrence S. Dolin

                            Director                             September 21, 2001
---------------------
Steven H. Owings

/s/ Steven R. Fischer       Director                             September 21, 2001
---------------------
Steven R. Fischer


                                      -19-

<PAGE>



                                  EXHIBIT INDEX

*4.1        2000 Stock Option Plan.
 4.2        1994 Outside Directors Stock Option Plan
*5.1        Opinion  of Olshan  Grundman  Frome  Rosenzweig  &amp; Wolosky as to the
            legality of the stock covered by this registration statement.
*23.1       Consent of KPMG LLP, independent public accountants.
*23.2       Consent   of   PricewaterhouseCoopers    LLP,   independent   public
            accountants.
*23.3       Consent  of  Olshan  Grundman  Frome   Rosenzweig  and  Wolosky  LLP
            (included  in exhibit  5.1) 24.1  Powers of  Attorney  (included  on
            signature page).


------------------
*   Filed herewith.

                                      -20-


</PRE>
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{"company-data": {"conformed-name": "FALCONSTOR SOFTWARE INC", "cik": "0000922521", "assigned-sic": "3576", "irs-number": "770216135", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69834", "film-number": "1742389"}, "business-address": {"street1": "125 BAYLIS ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "631 777 5188"}, "mail-address": {"street1": "125 BAYLIS ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747"}, "former-company": {"former-conformed-name": "NETWORK PERIPHERALS INC", "date-changed": "19940502"}}
sec document
As filed with the Securities and Exchange Commission on September 21, 2001
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             ----------------------
                            FALCONSTOR SOFTWARE, INC.

            DELAWARE                                      77-0216135
            (State or other jurisdiction of               (I.R.S. Employer
            incorporation or organization)                Identification No.)

            125 BAYLIS ROAD                               11747
            MELVILLE, NEW YORK                            (Zip Code)
(Address of principal executive offices)

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

                             2000 STOCK OPTION PLAN
                            (Full title of the plan)
                          ---------------------------

                                  REIJANE HUAI
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            FALCONSTOR SOFTWARE, INC.
                                 125 BAYLIS ROAD
                            MELVILLE, NEW YORK 11747
                     (Name and address of agent for service)

                                  631-777-5188
          (Telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
                              STEVEN WOLOSKY, ESQ.
               OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                    505 PARK AVENUE, NEW YORK, NEW YORK 10022
                                 (212) 753-7200
CALCULATION OF REGISTRATION FEE
=========================================================================================================

                                                         Proposed        Proposed
            Title of                      Amount         Maximum         Maximum            Amount of
           Securities                     to be          offering        Aggregate         Registration
        to be registered              registered(1)        price         Offering             fee
                                                         per share         Price
---------------------------------------------------------------------------------------------------------

Common Stock, par value .001 per
share........................           8,662,296        $3.57 (2)      $30,954,545 (2)     $8,172 (2)
=========================================================================================================

(1)         Pursuant to Rule 416(c) under 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  employee  benefit  plan(s)  described  herein.  There  are also
            registered  hereby  such  indeterminate  number  of shares of Common
            Stock,  $.001 par value (the "Common  Stock") as may become issuable
            by reason of the  operation of the  anti-dilution  provisions of the
            FalconStor Software Inc. (the "Company") 2000 Stock Option Plan (the
            "2000 Plan").

(2)         Includes 5,492,478 shares with respect to which options were granted
            at an average exercise price of $1.40 per share. With respect to the
            remaining  shares  available  for  issuance  under  the  2000  Plan,
            pursuant to Rule 457(h) under the Securities Act of 1933, as amended
            (the "Securities Act"), the offering price per share, solely for the
            purpose of determining the registration fee, is equal to the closing
            sale price of the  Company's  Common Stock as reported on the Nasdaq
            National Market on September 17, 2001 of $7.34 per share.
EXPLANATORY NOTE

            The Company has prepared this  Registration  Statement in accordance
with  the  requirements  of Form S-8  under  the  Securities  Act,  to  register
8,662,296  shares of Common  Stock,  $.001 par value per share,  of the  Company
issuable pursuant to the 2000 Plan of the Company.

            This Form S-8 includes a Reoffer  Prospectus  prepared in accordance
with Part I of Form S-3 under the Securities Act. The Reoffer  Prospectus may be
utilized for reofferings and resales of shares of Common Stock acquired pursuant
to the (i) 2000 Plan and (ii) the Company's 1994 Outside  Directors Stock Option
Plan, the shares of which were previously registered.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

            The  Company  will  provide  documents  containing  the  information
specified in Part I of Form S-8 to  employees  as  specified  by Rule  428(b)(1)
under the Securities Act.  Pursuant to the instructions to Form S-8, the Company
is not  required  to file these  documents  either as part of this  Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
under the Securities Act.
PROSPECTUS

                                8,662,296 SHARES
                            FALCONSTOR SOFTWARE, INC.
                         COMMON STOCK ($.001 PAR VALUE)

            This prospectus relates to the reoffer and resale by certain selling
stockholders  of  shares  of our  Common  Stock  that may be issued by us to the
selling  stockholders  upon the exercise of stock options granted under our 2000
Stock Option Plan or our 1994 Outside Directors Stock Option Plan. We previously
registered  the offer and sale of the shares to the selling  stockholders.  This
Prospectus also relates to certain  underlying  options that have not as of this
date been granted.  If and when such options are granted to persons  required to
use the prospectus to reoffer and resell the shares underlying such options,  we
will  distribute a prospectus  supplement.  The shares are being  reoffered  and
resold for the account of the selling  stockholders  and we will not receive any
of the proceeds from the resale of the shares.

            The selling  stockholders  have  advised us that the resale of their
shares  may be  effected  from time to time in one or more  transactions  on the
Nasdaq  National  Market,  in negotiated  transactions  or otherwise,  at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan  of  Distribution."  We will  bear all  expenses  in  connection  with the
preparation of this prospectus.

            Our  Common  Stock is  listed  on the  Nasdaq  National  Market.  On
September 17, 2001,  the closing price for the Common Stock,  as reported by the
Nasdaq National Market, was $7.34.

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

     THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 3.
--------------------------------------------------------------------------------

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  THEY
HAVE NOT MADE, NOR WILL THEY MAKE, ANY DETERMINATION AS TO WHETHER ANYONE SHOULD
BUY THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

              The date of this Prospectus is ________ ____, 2001.
TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION...........................................1

INCORPORATION BY REFERENCE....................................................2

ABOUT THIS PROSPECTUS.........................................................2

RISK FACTORS..................................................................3

THE COMPANY...................................................................8

USE OF PROCEEDS...............................................................9

SELLING STOCKHOLDERS..........................................................9

PLAN OF DISTRIBUTION.........................................................11

LEGAL MATTERS................................................................12

EXPERTS......................................................................12

ADDITIONAL INFORMATION.......................................................13
WHERE YOU CAN FIND MORE INFORMATION

            We file annual,  quarterly and special reports, proxy statements and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and  copy any  document  we file at the  SEC's  public  reference  room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You
may obtain further  information on the operation of the public reference room by
calling the SEC at  1-800-SEC-0330.  Our SEC filings are also  available  to the
public over the  Internet at the SEC's Web site at  http://www.sec.gov.  You may
also request  copies of such  documents,  upon payment of a duplicating  fee, by
writing to the SEC at 450 Fifth Street, N.W.,  Washington,  D.C. 20549. Reports,
proxy  statements and other  information  concerning us can also be inspected at
the Nasdaq National Market Operations, 1735 K Street, N.W., Washington, D.C.

                                      -1-
INCORPORATION BY REFERENCE

            The SEC allows us to  incorporate  by reference the  information  we
file with it, which means that we can disclose  important  information to you by
referring you to those documents. The information we incorporate by reference is
considered to be part of this  prospectus,  and  information  that we file later
with the SEC will  automatically  update  and  supersede  this  information.  We
incorporate by reference the documents  listed below and any future filings made
by us with the SEC under Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934,  until the sale of all the shares of Common Stock that are
part of this offering.  The documents we are  incorporating  by reference are as
follows:

            (1) Our Annual  Report on Form 10-K for the year ended  December 31,
2000;

            (2) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2001;

            (3) Our Current Reports on Form 8-K filed on April 16, 2001,  August
23, 2001 and September 6, 2001;

            (4) Our Registration Statement on Form S-4 filed on May 11, 2001, as
subsequently amended;

            (5)  The   description   of  our  Common  Stock   contained  in  our
registration  statement  on Form 8-A  declared  effective by the SEC on June 28,
1994, including any amendments or reports filed for the purpose of updating that
description.

            You may request a copy of these  filings,  excluding the exhibits to
such filings which we have not  specifically  incorporated  by reference in such
filings, at no cost, by writing or telephoning us at the following address:

                         FalconStor Software, Inc.
                         125 Baylis Road
                         Melville, New York  11747
                         Attention: Chief Financial Officer
                         (631) 777-5188

                              ABOUT THIS PROSPECTUS

            This  prospectus is part of a  registration  statement we filed with
the SEC. You should rely only on the  information  provided or  incorporated  by
reference in this prospectus or any related  supplement.  We have not authorized
anyone else to provide you with different information.  The Selling Stockholders
will not make an offer of these  shares  in any  state  where  the  offer is not
permitted.  You should not assume that the information in this prospectus or any
supplement  is accurate as of any other date than the date on the front of those
documents.

                                      -2-
RISK FACTORS

AN INVESTMENT IN THE SHARES OFFERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE OF
RISK.  YOU SHOULD  CAREFULLY  CONSIDER THE FOLLOWING  RISK  FACTORS,  AS WELL AS
INFORMATION  CONTAINED AND  INCORPORATED BY REFERENCE IN THIS PROSPECTUS  BEFORE
DECIDING TO INVEST IN OUR COMMON STOCK.

FAILURE OF THE MERGER TO ACHIEVE POTENTIAL  BENEFITS COULD HARM OUR BUSINESS AND
OPERATING RESULTS.

            We expect that the merger will result in potential  benefits for us.
Achieving these potential  benefits will depend on a number of factors,  some of
which include:

            o    retention of key management,  marketing and technical personnel
                 after the merger;

            o    our ability to increase our  customer  base and to increase the
                 sales of our products; and

            o    competitive conditions in the storage networking infrastructure
                 software market.

            We cannot assure you that the anticipated benefits will be achieved.
The failure to achieve anticipated  benefits could harm our business,  financial
condition and operating results.

WE HAVE HAD LIMITED REVENUES AND A HISTORY OF LOSSES,  AND WE MAY NOT ACHIEVE OR
MAINTAIN PROFITABILITY.

            We were incorporated on February 10, 2000. Due to the early stage of
our  product,  we have had  limited  revenues  and a history of losses.  For the
period from inception  (February 10, 2000) through June 30, 2001, we had a gross
loss of  $592,169  and a net  loss  of  $9,456,311.  We  currently  have  signed
contracts with resellers and original equipment manufacturers,  or OEMs, to ship
our products and expect that as a result of these  contracts,  our revenues will
increase in the future.  Our business model depends upon signing agreements with
additional OEM customers, developing a reseller sales channel, and expanding our
direct sales force. Any difficulty in obtaining these OEM and reseller customers
or in attracting  qualified sales personnel will negatively impact our financial
performance.

NETWORK PERIPHERALS INC. MAY HAVE LIABILITIES AND ONGOING OBLIGATIONS TO CERTAIN
CUSTOMERS AND SUPPLIERS AS A RESULT OF THE WINDING DOWN OF ITS BUSINESS.

            Network  Peripherals  Inc.  had  existing  agreements  with  certain
suppliers  and  customers,  which  we are  in  the  process  of  terminating  in
connection with the winding down of that business.  NPI may have  liabilities to
certain existing customers and suppliers as a result of the termination of these
agreements.  While we are taking steps to minimize any such potential liability,
we  cannot  be sure  that our  efforts  to  remove  all such  liability  will be
successful.

THE MARKET FOR IP-BASED STORAGE SOLUTIONS IS NEW AND UNCERTAIN, AND OUR BUSINESS
WILL SUFFER IF IT DOES NOT DEVELOP AS WE EXPECT.

            The rapid adoption of Internet protocol (IP)-based storage solutions
is critical to our future  success.  The market for IP-based  solutions is still

                                      -3-
unproven,  making it difficult to predict its  potential  size or future  growth
rate, and there are currently only a handful of companies with IP-based  storage
products that are  commercially  available.  Most potential  customers have made
substantial investments in their current storage networking infrastructure,  and
they may elect to remain  with  current  network  architectures  or to adopt new
architecture,  in limited stages or over extended  periods of time. We will need
to convince these  potential  customers of the benefits of our IP-based  storage
products for future storage network  infrastructure  upgrades or expansions.  We
cannot be certain  that a viable  market  for our  products  will  develop or be
sustainable.  If this market does not develop,  or develops  more slowly than we
expect,  our business,  financial  condition and results of operations  would be
seriously harmed.

IF WE ARE UNABLE TO DEVELOP AND MANUFACTURE NEW PRODUCTS THAT ADDRESS ADDITIONAL
STORAGE  NETWORKING  INFRASTRUCTURE  SOFTWARE  MARKET  SEGMENTS,  OUR  OPERATING
RESULTS MAY SUFFER.

            Although  our  current  products  are  designed  for one of the most
significant segments of the storage networking  infrastructure  software market,
demand may shift to other market segments.  Accordingly,  we may need to develop
and  manufacture  new  products  that  address   additional  storage  networking
infrastructure  software  market  segments and emerging  technologies  to remain
competitive in the data storage software industry.  We cannot assure you that we
will  successfully  qualify  new  storage  networking   infrastructure  software
products  with  our  customers  by  meeting  customer  performance  and  quality
specifications or quickly achieve high volume  production of storage  networking
infrastructure software products.

            Any failure to address  additional  market  segments  could harm our
business, financial condition and operating results.

OUR COMPLEX  PRODUCTS  MAY HAVE ERRORS OR DEFECTS  THAT COULD  RESULT IN REDUCED
DEMAND FOR OUR PRODUCTS OR COSTLY LITIGATION.

            Our IPStor  platform is complex and designed to be deployed in large
and complex  networks.  Many of our customers  will require that our products be
designed to interface with customers' existing networks,  each of which may have
different  specifications and utilize multiple protocol  standards.  Because our
products  are  critical  to the  networks  of  our  customers,  any  significant
interruption  in their service as a result of defects in our product  within our
customers'  networks  could result in lost  profits or damage to our  customers.
These problems could cause us to incur  significant  service and warranty costs,
divert engineering  personnel from product development efforts and significantly
impair our ability to maintain existing  customer  relationships and attract new
customers.  In addition,  a product liability claim,  whether successful or not,
would  likely be time  consuming  and  expensive  to  resolve  and would  divert
management  time and attention.  Further,  if we are unable to fix the errors or
other  problems  that may be  identified  in full  deployment,  we would  likely
experience  loss of or  delay  in  revenues  and loss of  market  share  and our
business and prospects would suffer.

                                      -4-
THROUGH  JUNE  30,  2001,  WE  RECEIVED  49% OF  OUR  REVENUES  FROM A  ONE-TIME
CONSULTING  FEE AND A MAJORITY OF OUR FUTURE  REVENUES  MAY BE DERIVED FROM OEMS
AND RESELLERS.

            From inception through June 30, 2001, one customer, Depository Trust
Company,  accounted for 49% of our revenues. Such revenues related to a one-time
consulting  fee,  and we do not expect that we will realize  significant  future
revenues from this customer or from consulting services.  Our management expects
that the expansion of the end user base through OEMs and resellers  will account
for a significant  portion of our revenue.  We presently have  approximately  43
signed  contracts  with  OEMs  and  resellers.  These  contracts  are  generally
terminable upon 30 to 60 days' notice and OEMs and resellers have a wide variety
of suppliers to choose from and therefore could make substantial  demands on the
Company.  If we lose a key customer or if any of our key customers  reduce their
orders of our products or require us to reduce our prices  before we are able to
reduce costs,  our  business,  financial  condition and operating  results would
suffer.

OUR QUARTERLY RESULTS MAY FLUCTUATE  SIGNIFICANTLY,  WHICH COULD CAUSE OUR STOCK
PRICE TO DECLINE.

            Our future performance will depend on many factors, including:

            o    the average unit selling price of our products;
            o    existing  or new  competitors  introducing  better  products at
                 competitive prices before we do;
            o    our ability to manage  successfully  the complex and  difficult
                 process of qualifying our products with our customers;
            o    our customers canceling,  rescheduling or deferring significant
                 orders for our products,  particularly  in  anticipation of new
                 products or enhancements from us or our competitors;
            o    import or export  restrictions on our  proprietary  technology;
                 and
            o    personnel changes.

            Many of our expenses are relatively fixed and difficult to reduce or
modify.  As a result,  the fixed nature of our expenses will magnify any adverse
effect of a decrease in revenue on our operating results.

THE STORAGE NETWORKING  INFRASTRUCTURE SOFTWARE MARKET IS HIGHLY COMPETITIVE AND
INTENSE COMPETITION COULD NEGATIVELY IMPACT OUR BUSINESS.

            The storage networking  infrastructure  software market is intensely
competitive even during periods when demand is stable.  Our management  believes
that we compete  primarily with DataCore and StorageApps.  Those competitors and
other potential  competitors may be able to establish  rapidly or expand storage
networking   infrastructure  software  offerings  more  quickly,  adapt  to  new
technologies and customer  requirements faster and take advantage of acquisition
and other opportunities more readily.

Our competitors also may:

            o    consolidate   or  establish   strategic   relationships   among
                 themselves to lower their product costs or to otherwise compete
                 more effectively against us; or
            o    bundle their  products with other  products to increase  demand
                 for their products.

                                      -5-
In  addition,  some  OEMs with  whom we do  business,  or hope to do
business,  may enter the market directly and rapidly capture market share. If we
fail  to  compete  successfully  against  current  or  future  competitors,  our
business, financial condition and operating results may suffer.

THE LOSS OF ANY OF OUR KEY PERSONNEL COULD HARM OUR BUSINESS.

            Our success  depends  upon the  continued  contributions  of our key
employees,  many of whom would be extremely difficult to replace. We do not have
key person life insurance on any of our personnel. Many of our senior management
and a significant  number of our other  employees  have been with us for a short
period of time.  Worldwide  competition  for  skilled  employees  in the storage
networking  infrastructure  software  industry is extremely  intense.  If we are
unable to retain existing employees or to hire and integrate new employees,  our
business,  financial  condition and operating results could suffer. In addition,
companies whose employees accept positions with competitors often claim that the
competitors  have engaged in unfair hiring  practices.  We may be the subject of
such claims in the future as we seek to hire qualified personnel and could incur
substantial costs defending ourselves against those claims.

OUR BOARD OF  DIRECTORS  MAY  SELECTIVELY  RELEASE  SHARES OF OUR  COMMON  STOCK
RECEIVED BY THE FORMER FALCONSTOR, INC. STOCKHOLDERS FROM LOCK-UP RESTRICTIONS.

            Our board of directors may, in its sole  discretion,  release any or
all  of the  shares  of our  common  stock  received  by the  former  FalconStor
stockholders from lock-up  restrictions at any time with or without notice.  Any
release of such shares from  lock-up  restrictions  may be applied to our former
stockholders  on  a  proportionate   or  selective  basis.  If  the  release  is
selectively  applied,  the  stockholders  whose shares are not released  will be
forced to hold such shares while other  stockholders may sell. In addition,  the
release of any such shares could depress our stock price.

IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY, OUR BUSINESS WILL SUFFER.

            Our success is dependent upon our proprietary technology. Currently,
the IPStor  software suite is the core of our  proprietary  technology.  We have
three pending patent applications and pending trademark  applications related to
our IPStor  product.  We cannot predict  whether we will receive patents for our
pending or future patent  applications,  and any patents that we own or that are
issued to us may be invalidated,  circumvented or challenged.  In addition,  the
laws of  certain  countries  in  which  we sell and  manufacture  our  products,
including   various  countries  in  Asia,  may  not  protect  our  products  and
intellectual  property  rights  to the same  extent  as the  laws of the  United
States.

            We also rely on trade secret,  copyright and trademark laws, as well
as the confidentiality and other restrictions  contained in our respective sales
contracts  and  confidentiality  agreements to protect our  proprietary  rights.
These legal protections afford only limited protection.

OUR  TECHNOLOGY  MAY BE  SUBJECT  TO  INFRINGEMENT  CLAIMS  THAT  COULD HARM OUR
BUSINESS.

            We may become subject to litigation  regarding  infringement  claims
alleged by third  parties.  We have received  correspondence  from a third party
claiming  that some of our employees  formerly  employed by that third party may

                                      -6-
have  disclosed  proprietary  information  of the third  party in  violation  of
certain  agreements or other  obligations to that third party.  This third party
has also asserted that our intellectual property may be based on or utilizes its
intellectual property. As of the date of this registration  statement, no formal
action has been taken by the third  party.  We believe  these claims are without
merit. However, if an action is commenced against us, our management may have to
devote   substantial   attention  and  resources  to  defend  these  claims.  An
unfavorable  result for the Company could have a material  adverse effect on our
business,  financial  condition and operating and could limit our ability to use
our intellectual property.

WE HAVE A SIGNIFICANT  AMOUNT OF AUTHORIZED BUT UNISSUED  PREFERRED STOCK, WHICH
MAY AFFECT THE LIKELIHOOD OF A CHANGE OF CONTROL IN OUR COMPANY.

            Our Board of Directors has the authority,  without further action by
the  stockholders,  to issue up to 2,000,000  shares of preferred  stock on such
terms and with such rights,  preferences and  designations,  including,  without
limitation  restricting  dividends on our common  stock,  dilution of the voting
power of our common stock and impairing the liquidation rights of the holders of
our  common  stock,  as  the  Board  may  determine  without  any  vote  of  the
stockholders.  Issuance  of such  preferred  stock,  depending  upon the rights,
preferences and designations thereof may have the effect of delaying,  deterring
or  preventing  a  change  in  control.  In  addition,  certain  "anti-takeover"
provisions of the Delaware  General  Corporation  Law,  among other things,  may
restrict  the  ability  of our  stockholders  to  authorize  a merger,  business
combination or change of control.

WE HAVE A SIGNIFICANT NUMBER OF OUTSTANDING OPTIONS, THE EXERCISE OF WHICH WOULD
DILUTE THE THEN-EXISTING STOCKHOLDERS' PERCENTAGE OWNERSHIP OF OUR COMMON STOCK.

            As of September 3, 2001, we have outstanding  options to purchase an
aggregate of 7,473,372 shares of our common stock at a weighted average exercise
price of $3.97 per share.

            The  exercise of all of the  outstanding  options  would  dilute the
then-existing  stockholders' percentage ownership of common stock, and any sales
in the public  market of the common  stock  issuable  upon such  exercise  could
adversely affect prevailing market prices for the common stock. In addition, the
existence of a significant  amount of  outstanding  options may encourage  short
selling by the option  holders  since the  exercise of the  outstanding  options
could depress the price of our common stock.  Moreover,  the terms upon which we
would be able to obtain  additional  equity capital could be adversely  affected
because  the holders of such  securities  can be expected to exercise or convert
them at a time when we would,  in all  likelihood,  be able to obtain any needed
capital on terms more favorable than those provided by such securities.

                                      -7-
THE COMPANY

            We are a provider of storage networking infrastructure software. Our
open software  approach to storage  networking  enables companies to capture and
manipulate  the  expanding  volume  of  enterprise  data  and  existing  storage
solutions,   without   rendering  those  solutions   obsolete.   By  moving  the
"intelligence"  of  storage  management  from  hardware  to  software,  we allow
companies  to adopt  Fibre  Channel  technology  while  maximizing  their  prior
investments in Ethernet information technology, or IT, infrastructure and taking
full advantage of the ubiquitous connectivity of the industry-standard  internet
protocol,   or  IP.  Our  software   technology  can  rapidly   embrace  various
input/output, or I/O, interface, communications standards and innovative storage
services as they are  introduced.  Our flagship IPStor product began shipping in
May  2001.  IPStor  is  a  storage  solution  that  combines   industry-standard
connectivity  with  next-generation  network storage  services,  offering large,
widely-dispersed   enterprises  a  complete  storage  management  solution  that
includes  all  four  of  the  key  service  categories:  universal  connectivity
supporting  both  Fibre  Channel  and   IP/iSCSI-based   storage   provisioning,
virtualization;  storage services such as fail-over, mirroring,  replication and
snapshot,  and  unified  storage  area  network,  or SAN,  and  network-attached
storage, or NAS. Our commitment to open standards and universal connectivity has
been endorsed by industry leaders such as Adaptec,  Cisco,  Crossroads,  Emulex,
Gadzoox, IBM, NEC and QLogic.

                                CORPORATE HISTORY

            Network  Peripherals,  Inc. was  incorporated in California in March
1989  and  was  reincorporated  in  Delaware  in  1994.  FalconStor,   Inc.  was
incorporated in Delaware in February 2000. On August 22, 2001, we consummated an
Agreement and Plan of Merger and Reorganization  between us,  FalconStor,  Inc.,
and Empire  Acquisition  Corp.  whereby the  stockholders  of  FalconStor,  Inc.
received our common stock in exchange for the shares or FalconStor capital stock
they owned, and our name was changed from Network Peripherals Inc. to FalconStor
Software,  Inc.  Although  we  acquired  FalconStor,  Inc.  as a  result  of the
transaction,  FalconStor stockholders hold a majority of the voting interests in
the combined enterprise.  Accordingly,  for accounting purposes, the acquisition
was a  "reverse  acquisition"  and  FalconStor  was the  "accounting  acquiror."
Further,  as a result of Network  Peripherals Inc.'s decision to discontinue its
NuWave and legacy  business,  Network  Peripherals  Inc.  became a non-operating
public shell with no continuing operations,  and no intangible assets associated
with Network  Peripherals Inc. were purchased by FalconStor,  Inc.  Accordingly,
the transaction  will be accounted for as a  recapitalization  of FalconStor and
recorded  based on the fair value of  Network  Peripherals  Inc.'s net  tangible
assets acquired by FalconStor, with no goodwill or other intangible assets being
recognized.  Costs incurred by FalconStor  directly  related to the  transaction
will be charged to stockholders' equity. For further information relating to the
transaction, see our proxy statement for special meeting of stockholders held on
August 22, 2001 and our Current Report on Form 8-K, dated September 6, 2001.

            Our  principal  executive  offices are  located at 125 Baylis  Road,
Melville,   New  York   11747.   We  are  a  provider   of  storage   networking
infrastructure. Our telephone number is (631) 777-5188.

                                      -8-
USE OF PROCEEDS

            The shares of Common Stock offered  hereby are being  registered for
the account of the  selling  stockholders  identified  in this  prospectus.  See
"Selling  Stockholders." All net proceeds from the sale of the Common Stock will
go to the stockholders who offer and sell their shares.  We will not receive any
part of the proceeds from such sales of Common Stock. We will, however,  receive
the exercise price of the options at the time of their  exercise.  If all of the
options related to the Common Stock being  registered  herein are exercised,  we
will  realize  proceeds  in the  amount of  $2,462,038.  Such  proceeds  will be
contributed to working capital and will be used for general corporate purposes.

                              SELLING STOCKHOLDERS

            This  Prospectus  relates to the reoffer and resale of shares issued
or that may be issued to the selling  stockholders  under our 2000 Stock  Option
Plan and our 1994 Outside Directors Stock Option Plan.

            The  following  table  sets forth (i) the number of shares of Common
Stock beneficially owned by each selling  stockholder at September 1, 2001, (ii)
the number of shares to be offered for resale by each selling stockholder (i.e.,
the total number of shares underlying  options held by each selling  stockholder
irrespective  of whether such options are presently  exercisable  or exercisable
within sixty days of September 1, 2001),  and (iii) the number and percentage of
shares  of our  Common  Stock  to be  held  by each  selling  stockholder  after
completion of the offering.

                                                                               Number of
                                                                               shares of
                                                                                Common               Percentage of
                                                            Number of         Stock After             Class to be
                           Number of shares of Common     Shares to be       Completion of            Owned After
                            Stock Beneficially Owned at    Offered for       the Offering            Completion of
    Name                       September 1, 2001 (1)         Resale              (2)                 the Offering
-----------------          ----------------------------   ------------       ------------            ------------

Jacob Ferng(3)                       95,285                 288,743              95,285                   *
Wayne Lam(4)                         95,285                 288,743              82,147                   *
Glenn Penisten(5)                   614,654                 386,667             227,987                   *
Lawrence S. Dolin(6)                 40,000                  15,000              40,000                   *
Steven H. Owings(7)                  58,030                  15,000              58,030                   *
Steven A. Fischer(8)                  2,500                  15,000               2,500                   *

----------------
* Less than one percent

                                      -9-
(1)         A person is deemed to be the beneficial  owner of voting  securities
            that can be acquired  by such  person  within 60 days after the date
            hereof  upon  the  exercise  of  options,  warrants  or  convertible
            securities.   Each  beneficial  owner's   percentage   ownership  is
            determined  by  assuming  that  options,   warrants  or  convertible
            securities  that are held by such  person (but not those held by any
            other person) and that are  currently  exercisable  (i.e.,  that are
            exercisable   within  60  days  from  the  date  hereof)  have  been
            exercised.  Unless  otherwise  noted,  the Company believes that all
            persons  named in the table have sole  voting and  investment  power
            with respect to all shares beneficially owned by them.

(2)         Consists  of shares  issuable  upon the  exercise  of  options  both
            currently and not currently exercisable.

(3)         Based upon  information  contained  in the Form 3 filed by Mr. Ferng
            and certain  other  information.  Consists of shares of Common Stock
            issuable upon exercise of options. Mr. Ferng joined FalconStor, Inc.
            in August 2000 as Chief Financial Officer and Vice President and has
            served as Chief  Financial  Officer,  Vice  President  and Secretary
            since August 2001.

(4)         Based upon information  contained in the Form 3 filed by Mr. Lam and
            certain  other  information.  Consists  of shares  of  Common  Stock
            issuable  upon the  exercise  of  presently  exercisable  options or
            options   exercisable   within  60  days  hereof.   Mr.  Lam  joined
            FalconStor, Inc. in April 2000 as Vice President,  Marketing and has
            served as the Company's Vice President, Marketing since August 2001.

(5)         Based upon information contained in the Form 4 filed by Mr. Penisten
            and  certain  other  information.  Includes  an option  to  purchase
            386,667 shares of common stock within 60 days. Mr. Penisten has been
            a director of the Company since 1996.

(6)         Based on information  contained in the Form 3 filed by Mr. Dolin and
            certain other  information.  Includes 40,000 shares held by Northern
            Union Club. Mr. Dolin is a general partner of Mordo Partners,  which
            is a general  partner of Northern Union Club.  Mr.  Dolin's  options
            were  granted  pursuant to the 1994 Outside  Directors  Stock Option
            Plan (the "1994 Plan").  Does not include options to purchase 35,000
            shares of our Common  Stock which have been  granted  under the 1994
            Plan subject to stockholder  approval.  Mr. Dolin joined the Company
            in August 2001 as a director.

(7)         Based upon  information  contained in the Form 3 filed by Mr. Owings
            and certain  other  information.  Mr.  Owings'  options were granted
            pursuant  to the 1994 Plan.  Does not  include  options to  purchase
            35,000  shares of our Common Stock which have been granted under the
            1994 Plan subject to  stockholder  approval.  Mr.  Owings joined the
            Company in August 2001 as a director.

(8)         Based upon information  contained in the Form 3 filed by Mr. Fischer
            and certain other  information.  Mr. Fischer's  options were granted
            pursuant  to the 1994 Plan.  Does not  include  options to  purchase
            35,000  shares of our Common Stock which have been granted under the
            1994 Plan subject to  stockholder  approval.  Mr. Fischer joined the
            Company in August 2001 as a director.

                                      -10-
PLAN OF DISTRIBUTION

            This  offering  is  self-underwritten;  neither  we nor the  selling
stockholders  have employed an  underwriter  for the sale of Common Stock by the
selling  stockholders.  We  will  bear  all  expenses  in  connection  with  the
preparation of this Prospectus.  The selling stockholders will bear all expenses
associated with the sale of the Common Stock.

            The  selling  stockholders  may offer their  shares of Common  Stock
directly  or  through  pledgees,  donees,  transferees  or other  successors  in
interest in one or more of the following transactions:

            o    On any stock  exchange on which the shares of Common  Stock may
                 be listed at the time of sale
            o    In negotiated transactions
            o    In the over-the-counter market
            o    In a combination of any of the above transactions

            The selling  stockholders  may offer their shares of Common Stock at
any of the following prices:

            o    Fixed prices which may be changed
            o    Market prices prevailing at the time of sale
            o    Prices related to such prevailing market prices
            o    At negotiated prices

            The selling  stockholders  may effect such  transactions  by selling
shares to or through  broker-dealers,  and all such  broker-dealers  may receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
selling  stockholders  and/or the  purchasers of shares of Common Stock for whom
such  broker-dealers  may act as agents or to whom they sell as  principals,  or
both (which compensation as to a particular  broker-dealer might be in excess of
customary commissions).

            Any   broker-dealer   acquiring   Common   Stock  from  the  selling
stockholders  may sell the shares either directly,  in its normal  market-making
activities, through or to other brokers on a principal or agency basis or to its
customers.  Any such  sales  may be at  prices  then  prevailing  on the  Nasdaq
National  Market or at prices  related to such  prevailing  market  prices or at
negotiated prices to its customers or a combination of such methods. The selling
stockholders and any broker-dealers  that act in connection with the sale of the
Common Stock hereunder might be deemed to be  "underwriters"  within the meaning
of Section 2(11) of the Securities Act; any commissions received by them and any
profit on the resale of shares as principal  might be deemed to be  underwriting
discounts and  commissions  under the Securities Act. Any such  commissions,  as
well as other  expenses  incurred by the  selling  stockholders  and  applicable
transfer taxes, are payable by the selling stockholders.

                                      -11-
The selling  stockholders  reserve the right to accept, and together
with any  agent of the  selling  stockholder,  to reject in whole or in part any
proposed  purchase of the shares of Common Stock. The selling  stockholders will
pay any sales  commissions  or other  seller's  compensation  applicable to such
transactions.

            We have not  registered  or qualified  offers and sales of shares of
the Common Stock under the laws of any country, other than the United States. To
comply  with  certain  states'  securities  laws,  if  applicable,  the  selling
stockholders  will  offer  and  sell  their  shares  of  Common  Stock  in  such
jurisdictions  only  through  registered  or  licensed  brokers or  dealers.  In
addition,  in certain  states  the  selling  stockholders  may not offer or sell
shares of Common Stock unless we have  registered  or qualified  such shares for
sale in such  states  or we have  complied  with  an  available  exemption  from
registration or qualification.

            The selling shareholders have represented to us that any purchase or
sale of shares of Common Stock by them will comply with Regulation M promulgated
under the  Securities  Exchange Act of 1934,  as amended.  In general,  Rule 102
under  Regulation M prohibits any person  connected with a  distribution  of our
Common Stock (a  "Distribution")  from  directly or  indirectly  bidding for, or
purchasing for any account in which he or she has a beneficial interest,  any of
our Common Stock or any right to purchase our Common Stock,  for a period of one
business  day before and after  completion  of his or her  participation  in the
distribution (we refer to that time period as the "Distribution Period").

            During  the  Distribution   Period,  Rule  104  under  Regulation  M
prohibits  the  selling  shareholders  and  any  other  persons  engaged  in the
Distribution from engaging in any stabilizing bid or purchasing our Common Stock
except for the purpose of  preventing  or retarding a decline in the open market
price of our Common Stock. No such person may effect any stabilizing transaction
to facilitate any offering at the market.  Inasmuch as the selling  shareholders
will be  reoffering  and  reselling  our Common  Stock at the  market,  Rule 104
prohibits them from effecting any stabilizing  transaction in  contravention  of
Rule 104 with respect to our Common Stock.

            There can be no assurance  that the selling  shareholders  will sell
any or all of the shares offered by them hereunder or otherwise.

                                  LEGAL MATTERS

            Certain legal matters in connection  with the issuance of the shares
of Common Stock  offered  hereby have been passed upon for the Company by Olshan
Grundman  Frome  Rosenzweig & Wolosky LLP, 505 Park Avenue,  New York,  New York
10022.  Steven Wolosky,  a member of Olshan Grundman Frome  Rosenzweig & Wolosky
LLP, holds 90,232 shares of Common Stock in the Company.

                                     EXPERTS

            The  consolidated  financial  statements  of  FalconStor,   Inc.  (a
development  stage  enterprise) as of December 31, 2000, and for the period from
inception  (February 10, 2000) through December 31, 2000 have been  incorporated

                                      -12-
by reference in this Prospectus and in the registration statement in reliance on
the report of KPMG LLP, independent  certified public accountants,  incorporated
by reference herein,  and upon the authority of said firm as experts in auditing
and accounting.

            The consolidated financial statements of Network Peripherals Inc. as
of  December  31,  2000 and 1999 and for each of the three  years in the  period
ended December 31, 2000  incorporated  by reference in this Prospectus have been
so incorporated by reference in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants,  given on the authority of said firm as experts in
auditing and accounting.

                             ADDITIONAL INFORMATION

            We have  filed  with the SEC a  Registration  Statement  on Form S-8
under the Securities Act with respect to the Shares offered hereby.  For further
information  with  respect to the Company  and the  securities  offered  hereby,
reference is made to the Registration  Statement.  Statements  contained in this
Prospectus  as to the  contents  of any  contract  or  other  document  are  not
necessarily  complete,  and in each  instance,  reference is made to the copy of
such  contract or document  filed as an exhibit to the  Registration  Statement,
each such statement being qualified in all respects by such reference.

                                      -13-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The SEC allows us to  incorporate  by reference the  information  we
file with it, which means that we can disclose  important  information to you by
referring you to those documents. The information we incorporate by reference is
considered to be part of this  prospectus,  and  information  that we file later
with the SEC will  automatically  update  and  supersede  this  information.  We
incorporate by reference the documents  listed below and any future filings made
by us with the SEC under Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934,  until the sale of all the shares of Common Stock that are
part of this offering.  The documents we are  incorporating  by reference are as
follows:

            (1) Our Annual  Report on Form 10-K for the year ended  December 31,
2000;

            (2) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2001;

            (3) Our Current Reports on Form 8-K filed on April 16, 2001,  August
23, 2001 and September 6, 2001; and

            (4) Our Registration Statement on Form S-4 filed on May 11, 2001, as
subsequently amended;

            (5)  The   description   of  our  Common  Stock   contained  in  our
registration  statement  on Form 8-A  declared  effective by the SEC on June 28,
1994, including any amendments or reports filed for the purpose of updating that
description.

ITEM 4.  DESCRIPTION OF SECURITIES

            Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

            Steven  Wolosky,  a member of Olshan  Grundman  Frome  Rosenzweig  &
Wolosky LLP, holds 90,232 shares of Common Stock of the Company.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

            As permitted by the Delaware General  Corporation Law ("DGCL"),  the
Company's  Certificate  of  Incorporation,   as  amended,  limits  the  personal
liability  of a director  or officer to the  Company  for  monetary  damages for
breach of fiduciary duty of care as a director.  Liability is not eliminated for
(i)  any  breach  of the  director's  duty  of  loyalty  to the  Company  or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve

                                      -14-
intentional  misconduct or a knowing violation of law, (iii) unlawful payment of
dividends or stock purchase or redemptions  pursuant to Section 174 of the DGCL,
or (iv) any  transaction  from which the director  derived an improper  personal
benefit.

            The  Company has also entered into  indemnification  agreements with
each of its directors and executive  officers.  The  indemnification  agreements
provide that the  directors and executive  officers will be  indemnified  to the
fullest  extent  permitted by  applicable  law against all  expenses  (including
attorneys' fees),  judgments,  fines and amounts  reasonably paid or incurred by
them for  settlement in any  threatened,  pending or completed  action,  suit or
proceeding,  including any derivative  action, on account of their services as a
director or officer of the Company or of any subsidiary of the Company or of any
other  company or  enterprise  in which they are  serving at the  request of the
Company.   No  indemnification   will  be  provided  under  the  indemnification
agreements,  however,  to any director or executive  officer in certain  limited
circumstances,  including  on  account  of  knowingly  fraudulent,  deliberately
dishonest  or  willful   misconduct.   To  the  extent  the  provisions  of  the
indemnification  agreements exceed the  indemnification  permitted by applicable
law, such  provision may be  unenforceable  or may be limited to the extent they
are found by a court of competent jurisdiction to be contrary to pubic policy.

DELAWARE LAW

            The Company is subject to Section 203 of the DGCL, which prevents an
"interested  stockholder" (defined in Section 203, generally, as a person owning
15% or more of a  corporation's  outstanding  voting  stock) from  engaging in a
"business combination" with a publicly-held Delaware corporation for three years
following  the date such person became an interested  stockholder,  unless:  (i)
before such person became an interested  stockholder,  the board of directors of
the  corporation  approved the  transaction in which the interested  stockholder
became an interested stockholder or approved the business combination; (ii) upon
consummation  of the transaction  that resulted in the interested  stockholder's
becoming an interested stockholder, the interested stockholder owns at least 85%
of the voting stock of the  corporation  outstanding at the time the transaction
commenced (subject to certain exceptions), or (iii) following the transaction in
which such person became an interested stockholder,  the business combination is
approved  by the board of  directors  of the  corporation  and  authorized  at a
meeting of  stockholders  by the  affirmative  vote of the holders of 66% of the
outstanding  voting  stock  of the  corporation  not  owned  by  the  interested
stockholder. A "business combination" includes mergers, stock or asset sales and
other   transactions   resulting  in  a  financial  benefit  to  the  interested
stockholder.

            The  provisions  of Section 203 of the DGCL could have the effect of
delaying, deferring or preventing a change in the control of the Company.

            FalconStor  Software,   Inc.  maintains  a  directors  and  officers
insurance and company  reimbursement  policy.  The policy insures  directors and
officers against  unindemnified loss arising from certain wrongful acts in their
capacities  and  reimburses  FalconStor  Software,  Inc. for such loss for which
FalconStor  Software,  Inc. has lawfully indemnified the directors and officers.
The policy  contains  various  exclusions,  none of which relate to the offering
hereunder.  FalconStor Software, Inc. also has agreements with its directors and

                                      -15-
officers providing for the indemnification thereof under certain circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

ITEM 8.  EXHIBITS

       *4.1      2000 Stock Option Plan.
        4.2      1994  Outside  Directors  Stock  Option  Plan  incorporated  by
                 reference  to  Exhibit  10.4  to  the  Company's   Registration
                 Statement on Form S-1 (File No. 33-78350).
       *5.1      Opinion of Olshan Grundman Frome Rosenzweig & Wolosky as to
                 the  legality  of  the  stock  covered  by  this   registration
                 statement.
      *23.1      Consent of KPMG LLP, independent public accountants.
      *23.2      Consent  of  PricewaterhouseCoopers   LLP,  independent  public
                 accountants.
      *23.3      Consent of Olshan  Grundman  Frome  Rosenzweig  and Wolosky LLP
                 (included in exhibit 5.1)
      *24.1      Powers of Attorney (included on signature page).

------------------
    *   Filed herewith.

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;

                    (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 (i) and (ii) above do
                      not apply if the information  required to be included in a
                      post-effective  amendment by those paragraphs is contained

                                      -16-
in periodic  reports filed by the  registrant  pursuant to
                      Section 13 or 15(d) of the Securities Exchange Act of 1934
                      that are  incorporated  by reference  in the  Registration
                      Statement;

                 (2)  That, for the purposes 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

                 (3)  To remove from  registration by means of a  post-effective
                      amendment  any of the  securities  being  registered  that
                      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 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 this 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  Securities  Act of 1933  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 a
                 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 of
                 1933 and will be  governed  by the final  adjudication  of such
                 issue.

                                      -17-
SIGNATURES

            In accordance  with 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 of filing on Form S-8 and authorizes this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  Town of  Melville,  State of New  York,  on the 21st day of
September, 2001.

                               FALCONSTOR SOFTWARE, INC.
                               ---------------------------------------
                               (Registrant)

                               By: /s/ ReiJane Huai
                                   -----------------------------------
                                       ReiJane Huai
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

            KNOW ALL MEN BY THESE  PRESENTS,  that each person  whose  signature
appears below  constitutes and appoints each of ReiJane Huai and Jacob Ferng his
true and lawful attorneys-in-fact and agent, with full power of substitution and
resubstitution,  for and in his or her  name,  place and  stead,  in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite necessary to be done in and about the premises, as
fully to all  intents  and  purposes  as he or she might or could do in  person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitute, may lawfully do or cause to be done by virtue hereof.

            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 date indicated.

       SIGNATURE                    Title                             Date
       ---------                    -----                             ----

/s/ ReiJane Huai            Director, President and Chief        September 21, 2001
-------------------         Executive Officer (Principal
ReiJane Huai                Executive Officer)

/s/ Jacob Ferng             Vice President and Chief Financial   September 21, 2001
-------------------         Officer (Principal Financial
Jacob Ferng                 Officer and Principal Accounting
                            Officer)

                                      -18-
Director                             September 21, 2001
-------------------
Glenn Penisten

/s/ Lawrence S. Dolin       Director                             September 21, 2001
----------------------
Lawrence S. Dolin

                            Director                             September 21, 2001
---------------------
Steven H. Owings

/s/ Steven R. Fischer       Director                             September 21, 2001
---------------------
Steven R. Fischer

                                      -19-
EXHIBIT INDEX

*4.1        2000 Stock Option Plan.
 4.2        1994 Outside Directors Stock Option Plan
*5.1        Opinion  of Olshan  Grundman  Frome  Rosenzweig  & Wolosky as to the
            legality of the stock covered by this registration statement.
*23.1       Consent of KPMG LLP, independent public accountants.
*23.2       Consent   of   PricewaterhouseCoopers    LLP,   independent   public
            accountants.
*23.3       Consent  of  Olshan  Grundman  Frome   Rosenzweig  and  Wolosky  LLP
            (included  in exhibit  5.1) 24.1  Powers of  Attorney  (included  on
            signature page).

------------------
*   Filed herewith.

                                      -20-