As filed with the Securities and Exchange Commission on July 6, 1999
                                                Registration No. 333-___________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                                    Under the
                             Securities Act of 1933

                            DIGITAL LINK CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


          California                                          77-0067742

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

                               217 Humboldt Court
                           Sunnyvale, California 94089
                    (Address of Principal Executive Offices)

                        1993 Employee Stock Purchase Plan
                            (Full Title of the Plan)

                                Naresh C. Kapahi
                            Digital Link Corporation
                               217 Humboldt Court
                           Sunnyvale, California 94089
                     (Name and Address of Agent For Service)

                                 (408) 745-6200
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                           Eileen Duffy Robinett, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------
                                                                             Proposed
                                        Amount            Proposed            Maximum       Amount of
                                         to be        Maximum Offering       Aggregate    Registration
Title of Securities to be Registered  Registered       Price Per Share     Offering Price      Fee
-------------------------------------------------------------------------------------------------------

<S>                                     <C>               <C>               <C>              <C>
Common Stock, no par value              300,000(1)        $7.375(2)         $2,212,500(2)    $670.45


=======================================================================================================
</TABLE>

     (1)  Additional shares authorized to be issued as of June 7, 1999 under the
          1993 Employee Stock Purchase Plan, as amended.

     (2)  Estimated  as of June 29, 1999  pursuant to Rule 457(c) and (h) solely
          for the purpose of calculating the registration fee.




<PAGE>



                            DIGITAL LINK CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
-------  ----------------------------------------

                The following  documents  filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

                (a)      The  Registrant's  annual  report  on Form 10-K for the
                         year ended December 31, 1998 filed under the Securities
                         Exchange Act of 1934, as amended (the  "Exchange  Act")
                         on March 29, 1999 (Commission File No. 0-23110);

                (b)      The Registrant's  quarterly report on Form 10-Q for the
                         quarter  ended March 31, 1999 filed under the  Exchange
                         Act on May 14, 1999 (Commission File No. 0-23110);

                (c)      The  description  of  the  Registrant's   Common  Stock
                         contained in the Registrant's Registration Statement on
                         Form  8-A  (Commission   File  No.  0-23110)  filed  on
                         December  20, 1993 with the  Commission  under  Section
                         12(g) of the Exchange  Act,  including any amendment or
                         report   filed  for  the  purpose  of   updating   such
                         description.

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

Item 4.  Description of Securities.
-------  --------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-------  ---------------------------------------

     Not applicable.

Item 6.  Indemnification of Directors and Officers.
-------  ------------------------------------------

     The  Registrant's  Articles  of  Incorporation  include  a  provision  that
eliminates  the personal  liability of its directors to the  Registrant  and its
shareholders for monetary damages for breach of the directors'  fiduciary duties
in  certain  circumstances.  This  limitation  has  no  effect  on a  director's
liability  (i) for acts or omissions  that involve  intentional  misconduct or a
knowing  and  culpable  violation  of law,  (ii)  for acts or  omissions  that a
director  believes to be contrary to the best interests of the Registrant or its
shareholders  or that  involve  the  absence  of good  faith  on the part of the
director,  (iii) for any transaction  from which a director  derived an improper
personal benefit,  (iv) for acts or omissions that show a reckless disregard for

<PAGE>

the director's duty to the Registrant or its  shareholders in  circumstances  in
which the director was aware,  or should have been aware, in the ordinary course
of  performing  a  director's  duties,  of a risk  of a  serious  injury  to the
Registrant or its  shareholders,  (v) for acts or omissions  that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the  Registrant  or its  shareholders,  (vi)  under  Section  310 of the
California  Corporations Code (the "California Code")  (concerning  contracts or
transactions  between the  Registrant and a director) or (vii) under Section 316
of the California Code (concerning  directors' liability for improper dividends,
loans and  guarantees).  The provision does not extend to acts or omissions of a
director in his capacity as an officer.  Further, the provision has no effect on
claims  arising under federal or state  securities  laws and will not affect the
availability  of  injunctions  and other  equitable  remedies  available  to the
Registrant's  shareholders  for any violation of a director's  fiduciary duty to
the Registrant or its shareholders.

     The Registrant's  Articles of  Incorporation  also include an authorization
for the  Registrant  to  indemnify  its agents (as defined in Section 317 of the
California Code), through bylaws provisions,  by agreement or otherwise,  to the
fullest  extent  permitted  by law.  Pursuant  to  this  latter  provision,  the
Registrant's Bylaws provide for  indemnification of the Registrant's  directors,
officers and employees.  In addition,  the Registrant,  at its  discretion,  may
provide  indemnification  to persons  whom the  Registrant  is not  obligated to
indemnify.  The  Bylaws  also  allow  the  Registrant  to enter  into  indemnity
agreements  with  individual  directors,  officers,  employees and other agents.
These indemnity agreements have been entered into with all directors and provide
the maximum  indemnification  permitted by law. These agreements,  together with
the  Registrant's  Bylaws  and  Articles  of  Incorporation,   may  require  the
Registrant,  among other things,  to indemnify  such directors  against  certain
liabilities  that may arise by reason of their  status or service  as  directors
(other than liabilities resulting from willful misconduct of a culpable nature),
to advance  expenses to them as they are incurred,  provided that they undertake
to repay the amount advanced if it is ultimately determined by a court that they
are not entitled to  indemnification,  and to obtain  directors'  and  officers'
insurance if available on reasonable terms.

     Section  317 of the  California  Code  and  the  Registrant's  Bylaws  make
provision for the  indemnification  of officers,  directors and other  corporate
agents in terms  sufficiently  broad to indemnify  such  persons,  under certain
circumstances,  for liabilities  (including  reimbursement of expenses incurred)
arising under the Securities Act.

     The Registrant carries directors' and officers' insurance.

Item 7.  Exemption from Registration Claimed.
-------  ------------------------------------

     Not applicable.

Item 8.  Exhibits.
-------  ---------

               4.01      Registrant's   Amended   and   Restated   Articles   of
                         Incorporation  filed on February 7, 1994  (incorporated
                         herein by reference to Exhibit 3.01 of the Registrant's
                         Form 10-K for the year  ended  December  31,  1994 (the
                         "1994 Form 10-K"), Commission File No. 0-23110).

<PAGE>

               4.02      Registrant's  Certificate  of Correction of Amended and
                         Restated  Articles of  Incorporation  filed on April 7,
                         1994 (incorporated  herein by reference to Exhibit 3.02
                         of the 1994 Form 10-K, Commission File No. 0-23110).

               4.03      Registrant's Bylaws, as amended (incorporated herein
                         by reference to Exhibit 4.03 of  Registrant's
                         Registration  Statement on Form S-8 (No. 33-95176)
                         filed with the Commission on July 31, 1995.

               4.04      Registrant's 1993 Employee Stock Purchase Plan, as
                         amended.

               4.05      Form of Agreement for Registrant's  1993 Employee Stock
                         Purchase  Plan,  as  amended  (incorporated  herein  by
                         reference  to  Exhibit  10.07  of the 1994  Form  10-K,
                         Commission File No. 0-23110).

               4.06      Form of specimen  certificate for  Registrant's  Common
                         Stock (incorporated herein by reference to Exhibit 4.01
                         of the Registrant's  Registration Statement on Form S-1
                         (No.  33-72642)  originally  filed on  December 8, 1993
                         (the "Form S-1")).

               4.07      Registration Rights Agreement among Registrant,  Vinita
                         Gupta,  Summit  Ventures,  L.P.,  SV Eurofund  C.V. and
                         Summit  Investors,  L.P.  dated  December  23, 1987 and
                         certain  exhibits  thereto   (incorporated   herein  by
                         reference to Exhibit 4.02 of the Form S-1).

               5.01      Opinion of Fenwick & West LLP.

              23.01      Consent of Fenwick & West LLP (included in Exhibit
                         5.01).

              23.02      Consent of PricewaterhouseCoopers LLP, Independent
                         Accountants.

              24.01      Power of Attorney (see page 7).

Item 9.  Undertakings.
-------  -------------

     The undersigned Registrant hereby undertakes:

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

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

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

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement.

<PAGE>

     Provided, however, that paragraphs (1)(i) and (1)(ii) above 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
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.

     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 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.

     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 provisions  discussed in Item 6, above, or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the 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.

                                     EXPERTS

     The financial  statements  incorporated  in this Prospectus by reference to
the Annual  Report on Form 10-K of Digital Link  Corporation  for the year ended
December  31,  1998 have been so  incorporated  in  reliance  on the  reports of
PricewaterhouseCoopers  LLP, independent accountants,  given on the authority of
said firm as experts in auditing and accounting.



<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Sunnyvale,  State of  California,  on the 6th day of
July, 1999.


                                            DIGITAL LINK CORPORATION



                                            By:   /s/ N. C. Kapahi
                                            -----------------------------
                                            Naresh C. Kapahi
                                            Vice President, Finance and
                                            Operations, Chief Financial Officer
                                            and Secretary


<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below  constitutes and appoints  Vinita Gupta and Naresh C. Kapahi,  and each of
them,  his true and  lawful  attorneys-in-fact  and  agents  with full  power of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement  on Form  S-8,  and to file the  same  with all
exhibits thereto and all documents in connection therewith,  with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all  intents  and  purposes  as he or it might or  could  do in  person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or his or their substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

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

       Signature                       Title                           Date
Principal Executive Officer:


/s/ Vinita Gupta                Chariman of the Board,             July 6, 1999
-----------------------         Chief Executive Officer
Vinita Gupta                    and President


Principal Financial Officer
and Principal Accounting
Officer:


/s/ N. C. Kapahi                Vice President, Finance and        July 6, 1999
-----------------------         Operations, Chief Financial
Naresh C. Kapahi                Officer and Secretary

Additional Directors:

/s/ R. C. Alberding             Director                           July 6, 1999
-----------------------
Richard C. Alberding


/s/ Louis Golm                  Director                           July 6, 1999
----------------------
Louis Golm


/s/ Narendra Gupta              Director                           July 6, 1999
----------------------
Narendra K. Gupta


/s/ Stephen L. Von Rump         Director                           July 6, 1999
-----------------------
Stephen L. Von Rump


<PAGE>


                                  Exhibit Index



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

    4.01        Registrant's  Amended and  Restated  Articles  of  Incorporation
                filed on February 7, 1994  (incorporated  herein by reference to
                Exhibit  3.01 of the  Registrant's  Form 10-K for the year ended
                December  31, 1994 (the "1994 Form 10-K"),  Commission  File No.
                0-23110).

    4.02        Registrant's  Certificate  of Correction of Amended and Restated
                Articles of Incorporation  filed on April 7, 1994  (incorporated
                herein by  reference  to  Exhibit  3.02 of the 1994  Form  10-K,
                Commission File No. 0-23110).

    4.03        Registrant's   Bylaws,  as  amended   (incorporated   herein  by
                reference to Exhibit 4.03 of Registrant's Registration Statement
                on Form S-8 (No. 33-95176) filed with the Commission on July 31,
                1995.

    4.04        Registrant's 1993 Employee Stock Purchase Plan, as amended.

    4.05        Form of Agreement for Registrant's  1993 Employee Stock Purchase
                Plan,  as amended  (incorporated  herein by reference to Exhibit
                10.07 of the 1994 Form 10-K, Commission File No. 0-23110).

    4.06        Form of  specimen  certificate  for  Registrant's  Common  Stock
                (incorporated  herein  by  reference  to  Exhibit  4.01  of this
                Registrant's  Registration  Statement on Form S-1 (No. 33-72642)
                originally filed on December 8, 1993 (the "Form S-1")).

    4.07        Registration  Rights Agreement among  Registrant,  Vinita Gupta,
                Summit  Ventures,  L.P., SV Eurofund C.V. and Summit  Investors,
                L.P.  dated  December  23,  1987 and  certain  exhibits  thereto
                (incorporated  herein by  reference  to Exhibit 4.02 of the Form
                S-1).

    5.01        Opinion of Fenwick & West LLP

    23.01       Consent of Fenwick & West LLP (included in Exhibit 5.01).

    23.02       Consent of PricewaterhouseCoopers LLP, Independent Accountants.

    24.01       Power of Attorney (see page 7).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21620}]
{"company-data": {"conformed-name": "DIGITAL LINK CORP", "cik": "0000810467", "assigned-sic": "3576", "irs-number": "770067742", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82339", "film-number": "99659642"}, "business-address": {"street1": "217 HUMBOLDT COURT", "city": "SUNNYVALE", "state": "CA", "zip": "94089-1300", "phone": "4087456200"}, "mail-address": {"street1": "217 HUMBOLDT COURT", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
As filed with the Securities and Exchange Commission on July 6, 1999
                                                Registration No. 333-___________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                                    Under the
                             Securities Act of 1933

                            DIGITAL LINK CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

          California                                          77-0067742

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

                               217 Humboldt Court
                           Sunnyvale, California 94089
                    (Address of Principal Executive Offices)

                        1993 Employee Stock Purchase Plan
                            (Full Title of the Plan)

                                Naresh C. Kapahi
                            Digital Link Corporation
                               217 Humboldt Court
                           Sunnyvale, California 94089
                     (Name and Address of Agent For Service)

                                 (408) 745-6200
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                           Eileen Duffy Robinett, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
                                                                             Proposed
                                        Amount            Proposed            Maximum       Amount of
                                         to be        Maximum Offering       Aggregate    Registration
Title of Securities to be Registered  Registered       Price Per Share     Offering Price      Fee
-------------------------------------------------------------------------------------------------------
Common Stock, no par value              300,000(1)        $7.375(2)         $2,212,500(2)    $670.45

=======================================================================================================
(1)  Additional shares authorized to be issued as of June 7, 1999 under the
          1993 Employee Stock Purchase Plan, as amended.

     (2)  Estimated  as of June 29, 1999  pursuant to Rule 457(c) and (h) solely
          for the purpose of calculating the registration fee.
DIGITAL LINK CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
-------  ----------------------------------------

                The following  documents  filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

                (a)      The  Registrant's  annual  report  on Form 10-K for the
                         year ended December 31, 1998 filed under the Securities
                         Exchange Act of 1934, as amended (the  "Exchange  Act")
                         on March 29, 1999 (Commission File No. 0-23110);

                (b)      The Registrant's  quarterly report on Form 10-Q for the
                         quarter  ended March 31, 1999 filed under the  Exchange
                         Act on May 14, 1999 (Commission File No. 0-23110);

                (c)      The  description  of  the  Registrant's   Common  Stock
                         contained in the Registrant's Registration Statement on
                         Form  8-A  (Commission   File  No.  0-23110)  filed  on
                         December  20, 1993 with the  Commission  under  Section
                         12(g) of the Exchange  Act,  including any amendment or
                         report   filed  for  the  purpose  of   updating   such
                         description.

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

Item 4.  Description of Securities.
-------  --------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-------  ---------------------------------------

     Not applicable.

Item 6.  Indemnification of Directors and Officers.
-------  ------------------------------------------

     The  Registrant's  Articles  of  Incorporation  include  a  provision  that
eliminates  the personal  liability of its directors to the  Registrant  and its
shareholders for monetary damages for breach of the directors'  fiduciary duties
in  certain  circumstances.  This  limitation  has  no  effect  on a  director's
liability  (i) for acts or omissions  that involve  intentional  misconduct or a
knowing  and  culpable  violation  of law,  (ii)  for acts or  omissions  that a
director  believes to be contrary to the best interests of the Registrant or its
shareholders  or that  involve  the  absence  of good  faith  on the part of the
director,  (iii) for any transaction  from which a director  derived an improper
personal benefit,  (iv) for acts or omissions that show a reckless disregard for
the director's duty to the Registrant or its  shareholders in  circumstances  in
which the director was aware,  or should have been aware, in the ordinary course
of  performing  a  director's  duties,  of a risk  of a  serious  injury  to the
Registrant or its  shareholders,  (v) for acts or omissions  that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the  Registrant  or its  shareholders,  (vi)  under  Section  310 of the
California  Corporations Code (the "California Code")  (concerning  contracts or
transactions  between the  Registrant and a director) or (vii) under Section 316
of the California Code (concerning  directors' liability for improper dividends,
loans and  guarantees).  The provision does not extend to acts or omissions of a
director in his capacity as an officer.  Further, the provision has no effect on
claims  arising under federal or state  securities  laws and will not affect the
availability  of  injunctions  and other  equitable  remedies  available  to the
Registrant's  shareholders  for any violation of a director's  fiduciary duty to
the Registrant or its shareholders.

     The Registrant's  Articles of  Incorporation  also include an authorization
for the  Registrant  to  indemnify  its agents (as defined in Section 317 of the
California Code), through bylaws provisions,  by agreement or otherwise,  to the
fullest  extent  permitted  by law.  Pursuant  to  this  latter  provision,  the
Registrant's Bylaws provide for  indemnification of the Registrant's  directors,
officers and employees.  In addition,  the Registrant,  at its  discretion,  may
provide  indemnification  to persons  whom the  Registrant  is not  obligated to
indemnify.  The  Bylaws  also  allow  the  Registrant  to enter  into  indemnity
agreements  with  individual  directors,  officers,  employees and other agents.
These indemnity agreements have been entered into with all directors and provide
the maximum  indemnification  permitted by law. These agreements,  together with
the  Registrant's  Bylaws  and  Articles  of  Incorporation,   may  require  the
Registrant,  among other things,  to indemnify  such directors  against  certain
liabilities  that may arise by reason of their  status or service  as  directors
(other than liabilities resulting from willful misconduct of a culpable nature),
to advance  expenses to them as they are incurred,  provided that they undertake
to repay the amount advanced if it is ultimately determined by a court that they
are not entitled to  indemnification,  and to obtain  directors'  and  officers'
insurance if available on reasonable terms.

     Section  317 of the  California  Code  and  the  Registrant's  Bylaws  make
provision for the  indemnification  of officers,  directors and other  corporate
agents in terms  sufficiently  broad to indemnify  such  persons,  under certain
circumstances,  for liabilities  (including  reimbursement of expenses incurred)
arising under the Securities Act.

     The Registrant carries directors' and officers' insurance.

Item 7.  Exemption from Registration Claimed.
-------  ------------------------------------

     Not applicable.

Item 8.  Exhibits.
-------  ---------

               4.01      Registrant's   Amended   and   Restated   Articles   of
                         Incorporation  filed on February 7, 1994  (incorporated
                         herein by reference to Exhibit 3.01 of the Registrant's
                         Form 10-K for the year  ended  December  31,  1994 (the
                         "1994 Form 10-K"), Commission File No. 0-23110).
4.02      Registrant's  Certificate  of Correction of Amended and
                         Restated  Articles of  Incorporation  filed on April 7,
                         1994 (incorporated  herein by reference to Exhibit 3.02
                         of the 1994 Form 10-K, Commission File No. 0-23110).

               4.03      Registrant's Bylaws, as amended (incorporated herein
                         by reference to Exhibit 4.03 of  Registrant's
                         Registration  Statement on Form S-8 (No. 33-95176)
                         filed with the Commission on July 31, 1995.

               4.04      Registrant's 1993 Employee Stock Purchase Plan, as
                         amended.

               4.05      Form of Agreement for Registrant's  1993 Employee Stock
                         Purchase  Plan,  as  amended  (incorporated  herein  by
                         reference  to  Exhibit  10.07  of the 1994  Form  10-K,
                         Commission File No. 0-23110).

               4.06      Form of specimen  certificate for  Registrant's  Common
                         Stock (incorporated herein by reference to Exhibit 4.01
                         of the Registrant's  Registration Statement on Form S-1
                         (No.  33-72642)  originally  filed on  December 8, 1993
                         (the "Form S-1")).

               4.07      Registration Rights Agreement among Registrant,  Vinita
                         Gupta,  Summit  Ventures,  L.P.,  SV Eurofund  C.V. and
                         Summit  Investors,  L.P.  dated  December  23, 1987 and
                         certain  exhibits  thereto   (incorporated   herein  by
                         reference to Exhibit 4.02 of the Form S-1).

               5.01      Opinion of Fenwick & West LLP.

              23.01      Consent of Fenwick & West LLP (included in Exhibit
                         5.01).

              23.02      Consent of PricewaterhouseCoopers LLP, Independent
                         Accountants.

              24.01      Power of Attorney (see page 7).

Item 9.  Undertakings.
-------  -------------

     The undersigned Registrant hereby undertakes:

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

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

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

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) above 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
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.

     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 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.

     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 provisions  discussed in Item 6, above, or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the 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.

                                     EXPERTS

     The financial  statements  incorporated  in this Prospectus by reference to
the Annual  Report on Form 10-K of Digital Link  Corporation  for the year ended
December  31,  1998 have been so  incorporated  in  reliance  on the  reports of
PricewaterhouseCoopers  LLP, independent accountants,  given on the authority of
said firm as experts in auditing and accounting.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Sunnyvale,  State of  California,  on the 6th day of
July, 1999.

                                            DIGITAL LINK CORPORATION

                                            By:   /s/ N. C. Kapahi
                                            -----------------------------
                                            Naresh C. Kapahi
                                            Vice President, Finance and
                                            Operations, Chief Financial Officer
                                            and Secretary
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below  constitutes and appoints  Vinita Gupta and Naresh C. Kapahi,  and each of
them,  his true and  lawful  attorneys-in-fact  and  agents  with full  power of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement  on Form  S-8,  and to file the  same  with all
exhibits thereto and all documents in connection therewith,  with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all  intents  and  purposes  as he or it might or  could  do in  person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or his or their substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

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

       Signature                       Title                           Date
Principal Executive Officer:

/s/ Vinita Gupta                Chariman of the Board,             July 6, 1999
-----------------------         Chief Executive Officer
Vinita Gupta                    and President

Principal Financial Officer
and Principal Accounting
Officer:

/s/ N. C. Kapahi                Vice President, Finance and        July 6, 1999
-----------------------         Operations, Chief Financial
Naresh C. Kapahi                Officer and Secretary

Additional Directors:

/s/ R. C. Alberding             Director                           July 6, 1999
-----------------------
Richard C. Alberding

/s/ Louis Golm                  Director                           July 6, 1999
----------------------
Louis Golm

/s/ Narendra Gupta              Director                           July 6, 1999
----------------------
Narendra K. Gupta

/s/ Stephen L. Von Rump         Director                           July 6, 1999
-----------------------
Stephen L. Von Rump
Exhibit Index

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

    4.01        Registrant's  Amended and  Restated  Articles  of  Incorporation
                filed on February 7, 1994  (incorporated  herein by reference to
                Exhibit  3.01 of the  Registrant's  Form 10-K for the year ended
                December  31, 1994 (the "1994 Form 10-K"),  Commission  File No.
                0-23110).

    4.02        Registrant's  Certificate  of Correction of Amended and Restated
                Articles of Incorporation  filed on April 7, 1994  (incorporated
                herein by  reference  to  Exhibit  3.02 of the 1994  Form  10-K,
                Commission File No. 0-23110).

    4.03        Registrant's   Bylaws,  as  amended   (incorporated   herein  by
                reference to Exhibit 4.03 of Registrant's Registration Statement
                on Form S-8 (No. 33-95176) filed with the Commission on July 31,
                1995.

    4.04        Registrant's 1993 Employee Stock Purchase Plan, as amended.

    4.05        Form of Agreement for Registrant's  1993 Employee Stock Purchase
                Plan,  as amended  (incorporated  herein by reference to Exhibit
                10.07 of the 1994 Form 10-K, Commission File No. 0-23110).

    4.06        Form of  specimen  certificate  for  Registrant's  Common  Stock
                (incorporated  herein  by  reference  to  Exhibit  4.01  of this
                Registrant's  Registration  Statement on Form S-1 (No. 33-72642)
                originally filed on December 8, 1993 (the "Form S-1")).

    4.07        Registration  Rights Agreement among  Registrant,  Vinita Gupta,
                Summit  Ventures,  L.P., SV Eurofund C.V. and Summit  Investors,
                L.P.  dated  December  23,  1987 and  certain  exhibits  thereto
                (incorporated  herein by  reference  to Exhibit 4.02 of the Form
                S-1).

    5.01        Opinion of Fenwick & West LLP

    23.01       Consent of Fenwick & West LLP (included in Exhibit 5.01).

    23.02       Consent of PricewaterhouseCoopers LLP, Independent Accountants.

    24.01       Power of Attorney (see page 7).