As filed with the Securities and Exchange Commission on August 13, 1999
                                                             File No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                                VIDEOSERVER, INC.
             (Exact Name of Registrant as Specified in its Charter)

                      DELAWARE                       04-3114212
           (State or Other Jurisdiction of        (I.R.S. Employer
            Incorporation or Organization)       Identification No.)

                      63 Third Avenue, Burlington, MA     01803
               (Address of Principal Executive Offices) (Zip Code)



               VideoServer, Inc. 1995 Employee Stock Purchase Plan
                            (Full Title of the Plan)



                                 Khoa D. Nguyen
                      President and Chief Executive Officer
                                VIDEOSERVER, INC.
                                 63 Third Avenue
                              Burlington, MA 01803
                     (Name and Address of Agent for Service)

                                 (781) 229-2000
           Telephone Number, Including Area Code, of Agent for Service


                                   Copies to:

                              David L. Engel, Esq.
                                BINGHAM DANA LLP
                               150 Federal Street
                        Boston, Massachusetts 02110-1726
                                 (617) 951-8000

<TABLE>
<CAPTION>

                                                    CALCULATION OF REGISTRATION FEE

 ------------------------------------ ------------------ ------------------- ------------------- ------------------
<S>                                      <C>               <C>               <C>                  <C>
                                                              Proposed           Proposed
                                           Amount             Maximum            Maximum            Amount Of
              Title Of                      To Be          Offering Price       Aggregate         Registration
     Securities To Be Registered         Registered        Per Share (1)     Offering Price (1)         Fee
 ------------------------------------ ------------------ ------------------- ------------------- ------------------
 ==================================== ================== =================== =================== ==================
 Common Stock,
 $.01 par value per share.........         300,000            $7.8125           $2,343,750            $651.57
 ==================================== ================== =================== =================== ==================
</TABLE>


(1) The proposed maximum offering price has been estimated pursuant to
Rule 457(h)  solely for the purpose of  calculating  the  registration
fee. It is not known how many shares will be purchased  under the Plan
or at what price such shares will be purchased.  The proposed  maximum
offering price per share and the proposed maximum  aggregate  offering
price have been  calculated  assuming the issuance of shares of Common
Stock  upon  exercise  of options  granted or to be granted  under the
Plan, at an assumed exercise price of $7.8125 per share, which was the
average  of the high and low prices of the Common  Stock  reported  on
August 10, 1999.


<PAGE>


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following  documents filed by VideoServer,  Inc. (the "Registrant")
with the Securities and Exchange  Commission (the "SEC") are hereby incorporated
by reference in this Registration Statement:  (1) the Registrant's Annual Report
on Form 10-K for the fiscal year ended  December 31, 1998; (2) all reports filed
by the Registrant  pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),  since the end of the Registrant's
1998 fiscal year; and (3) the description of the Common Stocks  contained in the
Registrant's registration statement on Form 8-A filed with the SEC under section
12(g) of the  Exchange  Act,  including  any  amendment  or report filed for the
purpose of updating such description.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which  deregisters  all of such securities then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.


Item 4.  Description of Securities

         Not applicable.


Item 5.  Interests of Named Experts or Counsel

         Not applicable.


Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons to
the extent and under the circumstances set forth therein.

         The Amended and Restated  Certificate of Incorporation  and the Amended
and  Restated  By-Laws of the Company  provide for  advancement  of expenses and
indemnification  of officers and directors of the  Registrant  and certain other
persons  against  liabilities  and  expenses  incurred by any of them in certain
stated  proceedings  and under certain  stated  conditions to the fullest extent
permissible under Delaware law.

         The Company  maintains  insurance  for the benefit of its directors and
officers   insuring  such  persons   against  certain   liabilities,   including
liabilities under the securities laws.


Item 7.  Exemption from Registration Claimed

         Not applicable.



<PAGE>



Item 8.  Exhibits

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

             5  Opinion of Bingham  Dana LLP with  respect to the legality of
                the shares being registered.

            10  VideoServer, Inc. 1995 Employee Stock Purchase Plan, as amended.

          23.1  Consent of Bingham Dana LLP (included in Exhibit 5).

          23.2  Consent of Ernst & Young LLP.

            24 Power of Attorney  (included  in signature  page to  Registration
               Statement).

Item 9.  Undertakings

         (A) The undersigned registrant hereby undertakes:

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

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

                   (ii)  To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the  registration  statement.  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high and
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent  change in the  maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  registration
                         statement.

                   (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 (1)(i) and (1)(ii) do not
                   apply  if  the  information  required  to be  included  in a
                   post-effective amendment by those paragraphs is contained in
                   periodic  reports filed with or furnished to the  Commission
                   by the registrant pursuant to Section 13 or Section 15(d) of
                   the  Securities  Exchange  Act  of  1934,  as  amended  (the
                   "Exchange  Act") that are  incorporated  by reference in the
                   registration statement.

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



<PAGE>


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

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

         (C)  The undersigned  registrant hereby undertakes to deliver or cause
              to be delivered with the  prospectus,  to each person to whom the
              prospectus is sent or given, the latest annual report to security
              holders that is  incorporated  by reference in the prospectus and
              furnished  pursuant to and meeting the requirements of Rule 14a-3
              or  Rule  14c-3  under  the  Exchange  Act;  and,  where  interim
              financial  information  required to be  presented by Article 3 of
              Regulation S-X is not set forth in the prospectus, to deliver, or
              cause to be  delivered to each person to whom the  prospectus  is
              sent or given,  the latest  quarterly report that is specifically
              incorporated  by  reference  in the  prospectus  to provide  such
              interim financial information.

         (D)  Insofar as  indemnification  for  liabilities  arising  under the
              Securities  Act  may be  permitted  to  directors,  officers  and
              controlling  persons of the registrant  pursuant to the foregoing
              provisions, or otherwise, the registrant has been advised that in
              the  opinion  of the  Securities  and  Exchange  Commission  such
              indemnification  is against  public  policy as  expressed  in the
              Securities  Act and is,  therefore,  unenforceable.  In the event
              that a claim for indemnification  against such liabilities (other
              than the payment by the  registrant of expenses  incurred or paid
              by a director, officer or controlling person of the registrant in
              the  successful  defense of any action,  suit or  proceeding)  is
              asserted  by such  director,  officer  or  controlling  person in
              connection with the securities being  registered,  the registrant
              will,  unless in the  opinion of its  counsel the matter has been
              settled  by   controlling   precedent,   submit  to  a  court  of
              appropriate    jurisdiction    the    question    whether    such
              indemnification  by it is against  public  policy as expressed in
              the Securities Act and will be governed by the final adjudication
              of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the Town of Burlington,  Commonwealth of Massachusetts,  on
this 9th day of August, 1999.

                                        VIDEOSERVER, INC.


                                        By:     /s/ Khoa D. Nguyen
                                           -------------------------------------
                                           Khoa D. Nguyen
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below hereby  appoints  Khoa D.
Nyuyen,  Stephen J. Nill,  Paul L. Criswell and each of them  severally,  acting
alone and without the other, his/her true and lawful  attorney-in-fact  with the
authority  to  execute  in the name of each  such  person,  and to file with the
Securities and Exchange Commission, together with any exhibits thereto and other
documents  therewith,  any  and all  amendments  (including  without  limitation
post-effective  amendments) to this Registration Statement on Form S-8 necessary
or advisable to enable the Registrant to comply with the Securities Act of 1933,
as amended, and any rules,  regulations,  and requirements of the Securities and
Exchange  Commission in respect  thereof,  which  amendments may make such other
changes  in  the  Registration  Statement  as  the  aforesaid   attorney-in-fact
executing the same deems appropriate.

         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/ Khoa D. Nguyen    Chief Executive Officer,               August 9, 1999
    --------------------- President and Director
    Khoa D. Nguyen        (Principal Executive Officer)


    /s/ Stephen J. Nill   Vice  President, Finance               August 9, 1999
    --------------------- and Chief Financial Officer (Principal
    Stephen J. Nill       Financial and Accounting Officer)


                          Chairman
    ---------------------
    Robert L. Castle

    /s/ Paul J. Ferri     Director                               August 13, 1999
    ---------------------
    Paul J. Ferri

    /s/ William E. Foster Director                               August 9, 1999
    ---------------------
    William E. Foster

    /s/ Steven C. Walske  Director                               August 13, 1999
    ---------------------
    Steven C. Walske




<PAGE>


                                                           INDEX TO EXHIBITS


 Exhibit
Number                                      Description


 5         Opinion of Bingham  Dana LLP with respect to the legality of the
           shares being registered.

 10        VideoServer, Inc. 1995 Employee Stock Purchase Plan, as amended.

 23.1      Consent of Bingham Dana LLP (included in Exhibit 5).

 23.2      Consent of Ernst & Young LLP.

 24        Power of Attorney (included in signature page to Registration
           Statement).
[{"type": "S-8", "sequence": "1", "description": "VIDEOSERVER  FORM S-8", "secsgml_size_bytes": 16878}]
{"company-data": {"conformed-name": "VIDEOSERVER INC", "cik": "0000943894", "assigned-sic": "3576", "irs-number": "043114212", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85245", "film-number": "99689888"}, "business-address": {"street1": "NORHTWEST PARK", "street2": "63 THIRD AVE", "city": "BURLINGTON", "state": "MA", "zip": "01803", "phone": "6178632000"}, "mail-address": {"street1": "NORTHWEST PARK", "street2": "63 THIRD AVE", "city": "BURLINGTON", "state": "MA", "zip": "01803"}}
As filed with the Securities and Exchange Commission on August 13, 1999
                                                             File No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                VIDEOSERVER, INC.
             (Exact Name of Registrant as Specified in its Charter)

                      DELAWARE                       04-3114212
           (State or Other Jurisdiction of        (I.R.S. Employer
            Incorporation or Organization)       Identification No.)

                      63 Third Avenue, Burlington, MA     01803
               (Address of Principal Executive Offices) (Zip Code)

               VideoServer, Inc. 1995 Employee Stock Purchase Plan
                            (Full Title of the Plan)

                                 Khoa D. Nguyen
                      President and Chief Executive Officer
                                VIDEOSERVER, INC.
                                 63 Third Avenue
                              Burlington, MA 01803
                     (Name and Address of Agent for Service)

                                 (781) 229-2000
           Telephone Number, Including Area Code, of Agent for Service

                                   Copies to:

                              David L. Engel, Esq.
                                BINGHAM DANA LLP
                               150 Federal Street
                        Boston, Massachusetts 02110-1726
                                 (617) 951-8000
CALCULATION OF REGISTRATION FEE

 ------------------------------------ ------------------ ------------------- ------------------- ------------------
Proposed           Proposed
                                           Amount             Maximum            Maximum            Amount Of
              Title Of                      To Be          Offering Price       Aggregate         Registration
     Securities To Be Registered         Registered        Per Share (1)     Offering Price (1)         Fee
 ------------------------------------ ------------------ ------------------- ------------------- ------------------
 ==================================== ================== =================== =================== ==================
 Common Stock,
 $.01 par value per share.........         300,000            $7.8125           $2,343,750            $651.57
 ==================================== ================== =================== =================== ==================
(1) The proposed maximum offering price has been estimated pursuant to
Rule 457(h)  solely for the purpose of  calculating  the  registration
fee. It is not known how many shares will be purchased  under the Plan
or at what price such shares will be purchased.  The proposed  maximum
offering price per share and the proposed maximum  aggregate  offering
price have been  calculated  assuming the issuance of shares of Common
Stock  upon  exercise  of options  granted or to be granted  under the
Plan, at an assumed exercise price of $7.8125 per share, which was the
average  of the high and low prices of the Common  Stock  reported  on
August 10, 1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents filed by VideoServer,  Inc. (the "Registrant")
with the Securities and Exchange  Commission (the "SEC") are hereby incorporated
by reference in this Registration Statement:  (1) the Registrant's Annual Report
on Form 10-K for the fiscal year ended  December 31, 1998; (2) all reports filed
by the Registrant  pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),  since the end of the Registrant's
1998 fiscal year; and (3) the description of the Common Stocks  contained in the
Registrant's registration statement on Form 8-A filed with the SEC under section
12(g) of the  Exchange  Act,  including  any  amendment  or report filed for the
purpose of updating such description.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which  deregisters  all of such securities then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts or Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons to
the extent and under the circumstances set forth therein.

         The Amended and Restated  Certificate of Incorporation  and the Amended
and  Restated  By-Laws of the Company  provide for  advancement  of expenses and
indemnification  of officers and directors of the  Registrant  and certain other
persons  against  liabilities  and  expenses  incurred by any of them in certain
stated  proceedings  and under certain  stated  conditions to the fullest extent
permissible under Delaware law.

         The Company  maintains  insurance  for the benefit of its directors and
officers   insuring  such  persons   against  certain   liabilities,   including
liabilities under the securities laws.

Item 7.  Exemption from Registration Claimed

         Not applicable.
Item 8.  Exhibits

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

             5  Opinion of Bingham  Dana LLP with  respect to the legality of
                the shares being registered.

            10  VideoServer, Inc. 1995 Employee Stock Purchase Plan, as amended.

          23.1  Consent of Bingham Dana LLP (included in Exhibit 5).

          23.2  Consent of Ernst & Young LLP.

            24 Power of Attorney  (included  in signature  page to  Registration
               Statement).

Item 9.  Undertakings

         (A) The undersigned registrant hereby undertakes:

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

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

                   (ii)  To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the  registration  statement.  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high and
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent  change in the  maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  registration
                         statement.

                   (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 (1)(i) and (1)(ii) do not
                   apply  if  the  information  required  to be  included  in a
                   post-effective amendment by those paragraphs is contained in
                   periodic  reports filed with or furnished to the  Commission
                   by the registrant pursuant to Section 13 or Section 15(d) of
                   the  Securities  Exchange  Act  of  1934,  as  amended  (the
                   "Exchange  Act") that are  incorporated  by reference in the
                   registration statement.

             (2)   That, for the purpose of determining any liability under the
                   Securities Act, each such post-effective  amendment shall be
                   deemed to be a new  registration  statement  relating to the
                   securities  offered  therein,   and  the  offering  of  such
                   securities  at that time  shall be deemed to be the  initial
                   bona fide offering thereof.
(3)    To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

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

         (C)  The undersigned  registrant hereby undertakes to deliver or cause
              to be delivered with the  prospectus,  to each person to whom the
              prospectus is sent or given, the latest annual report to security
              holders that is  incorporated  by reference in the prospectus and
              furnished  pursuant to and meeting the requirements of Rule 14a-3
              or  Rule  14c-3  under  the  Exchange  Act;  and,  where  interim
              financial  information  required to be  presented by Article 3 of
              Regulation S-X is not set forth in the prospectus, to deliver, or
              cause to be  delivered to each person to whom the  prospectus  is
              sent or given,  the latest  quarterly report that is specifically
              incorporated  by  reference  in the  prospectus  to provide  such
              interim financial information.

         (D)  Insofar as  indemnification  for  liabilities  arising  under the
              Securities  Act  may be  permitted  to  directors,  officers  and
              controlling  persons of the registrant  pursuant to the foregoing
              provisions, or otherwise, the registrant has been advised that in
              the  opinion  of the  Securities  and  Exchange  Commission  such
              indemnification  is against  public  policy as  expressed  in the
              Securities  Act and is,  therefore,  unenforceable.  In the event
              that a claim for indemnification  against such liabilities (other
              than the payment by the  registrant of expenses  incurred or paid
              by a director, officer or controlling person of the registrant in
              the  successful  defense of any action,  suit or  proceeding)  is
              asserted  by such  director,  officer  or  controlling  person in
              connection with the securities being  registered,  the registrant
              will,  unless in the  opinion of its  counsel the matter has been
              settled  by   controlling   precedent,   submit  to  a  court  of
              appropriate    jurisdiction    the    question    whether    such
              indemnification  by it is against  public  policy as expressed in
              the Securities Act and will be governed by the final adjudication
              of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the Town of Burlington,  Commonwealth of Massachusetts,  on
this 9th day of August, 1999.

                                        VIDEOSERVER, INC.

                                        By:     /s/ Khoa D. Nguyen
                                           -------------------------------------
                                           Khoa D. Nguyen
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below hereby  appoints  Khoa D.
Nyuyen,  Stephen J. Nill,  Paul L. Criswell and each of them  severally,  acting
alone and without the other, his/her true and lawful  attorney-in-fact  with the
authority  to  execute  in the name of each  such  person,  and to file with the
Securities and Exchange Commission, together with any exhibits thereto and other
documents  therewith,  any  and all  amendments  (including  without  limitation
post-effective  amendments) to this Registration Statement on Form S-8 necessary
or advisable to enable the Registrant to comply with the Securities Act of 1933,
as amended, and any rules,  regulations,  and requirements of the Securities and
Exchange  Commission in respect  thereof,  which  amendments may make such other
changes  in  the  Registration  Statement  as  the  aforesaid   attorney-in-fact
executing the same deems appropriate.

         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/ Khoa D. Nguyen    Chief Executive Officer,               August 9, 1999
    --------------------- President and Director
    Khoa D. Nguyen        (Principal Executive Officer)

    /s/ Stephen J. Nill   Vice  President, Finance               August 9, 1999
    --------------------- and Chief Financial Officer (Principal
    Stephen J. Nill       Financial and Accounting Officer)

                          Chairman
    ---------------------
    Robert L. Castle

    /s/ Paul J. Ferri     Director                               August 13, 1999
    ---------------------
    Paul J. Ferri

    /s/ William E. Foster Director                               August 9, 1999
    ---------------------
    William E. Foster

    /s/ Steven C. Walske  Director                               August 13, 1999
    ---------------------
    Steven C. Walske
INDEX TO EXHIBITS

 Exhibit
Number                                      Description

 5         Opinion of Bingham  Dana LLP with respect to the legality of the
           shares being registered.

 10        VideoServer, Inc. 1995 Employee Stock Purchase Plan, as amended.

 23.1      Consent of Bingham Dana LLP (included in Exhibit 5).

 23.2      Consent of Ernst & Young LLP.

 24        Power of Attorney (included in signature page to Registration
           Statement).