<PAGE>



    As filed with the Securities and Exchange Commission on December 22, 1999
                                                  Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

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

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

                 Delaware                             54-1345159
      (State or Other Jurisdiction of              (I.R.S. Employer
      Incorporation or Organization)             Identification No.)

                          13595 Dulles Technology Drive
                             Herndon, Virginia 20171
          (Address of Principal Executive Offices, Including Zip Code)

                         1991 RESTATED STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 Lynn C. Chapman
                                    President
                               Netrix Corporation
                          13595 Dulles Technology Drive
                             Herndon, Virginia 20171
                                 (703) 742-6000
     (Name, Address and Telephone Number, Including Area Code, of Agent for
                                    Service)
                                  ------------

                                    COPY TO:

                             Jay R. Schifferli, Esq.
                            KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                           Stamford, Connecticut 06901
                                  -------------

                         CALCULATION OF REGISTRATION FEE

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

    Title of       Amount to be     Proposed       Proposed       Amount of
   Securities       Registered      Maximum         Maximum      Registration
to be Registered                    Offering       Aggregate         Fee
                                   Price Per       Offering
                                    Share(1)       Price(1)
================================================================================

Common Stock,
par value $.05       266,820
per share             Shares         $13.75        $3,668,775       $968.56
--------------------------------------------------------------------------------

(1)   Estimated  solely for the purpose of calculating the  registration  fee in
      accordance  with Rule 457(c) and (h) under the  Securities Act of 1933, as
      amended. The price per share is estimated based on the average of the high
      and low trading prices for Netrix  Corporation's  Common Stock on December
      15, 1999, as reported by the Nasdaq National Market.
================================================================================
<PAGE>

                                     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") by Netrix Corporation are hereby incorporated by reference in
this Registration Statement:

      (a) Netrix  Corporation's  Annual  Report on Form 10-K for the fiscal year
ended December 31, 1998, as filed with the Commission on April 15, 1999, and the
amendment thereto filed on June 18, 1999;

      (b) Netrix Corporation's  quarterly reports on Forms 10-Q for the quarters
ended:

            (i)   September 30, 1999  (filed with the Commission on November
                  15, 1999);
            (ii)  June 30, 1999 (filed with the Commission on August 16, 1999);
            (iii) March 31, 1999 (filed with the  Commission  on May 17,  1999);
                  and

      (c) The  description of the Netrix  Corporation's  common stock,  $.05 par
value per  share  (the  "Common  Stock"),  contained  in  Netrix's  registration
statement  on Form  S-1,  as  amended,  filed  by  Netrix  Corporation  with the
Commission  on  September  18,  1992,  pursuant to Section 12 of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

      All reports and documents filed by Netrix Corporation pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act, after the date hereof and prior
to the  filing of a  post-effective  amendment  to this  Registration  Statement
indicating  that all securities  offered hereby have been sold or  deregistering
all  such  securities  then  remaining  unsold,  shall  also  be  deemed  to  be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof,  commencing on the respective  dates on which such reports and documents
are filed with the Commission.  Any statement  incorporated by reference  herein
shall also be deemed to be  modified  or  superseded  for the  purposes  of this
Registration Statement and any amendment or supplement hereto to the extent that
another statement  contained herein or in any other  subsequently filed document
that also is or is deemed to be  incorporated  by reference  herein  modifies or
supersedes such  statement.  Any statement  modified or superseded  shall not be
deemed,  except  as so  modified  or  superseded,  to  constitute  part  of this
Registration Statement or any amendment or supplement hereto.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.     INDEMNIFICATION OF OFFICERS AND DIRECTORS.

      Section 145 of the General  Corporation  Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or

                                       2
<PAGE>

completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a  "proceeding")  (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him or her in connection  with such action,
suit or  proceeding  if he or she acted in good  faith and in a manner he or she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause  to  believe  his or her  conduct  was  unlawful.  A  Delaware
corporation  may indemnify  any person under such Section in  connection  with a
proceeding  by or in the right of the  corporation  to procure  judgment  in its
favor,  as provided  in the  preceding  sentence,  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
with the defense or  settlement of such action,  except that no  indemnification
shall be made with respect thereto  unless,  and then only to the extent that, a
court of competent  jurisdiction  shall  determine  upon  application  that such
person is fairly and  reasonably  entitled to indemnity for such expenses as the
court shall deem proper. A Delaware corporation must indemnify present or former
directors and officers who are  successful on the merits or otherwise in defense
of any action, suit or proceeding or in defense of any claim, issue or matter in
any  proceeding,  by  reason  of the fact  that he or she is or was a  director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request  of  the  corporation,  against  expenses  (including  attorneys'  fees)
actually  and  reasonably  incurred  by him or her in  connection  therewith.  A
Delaware  corporation  may pay  for the  expenses  (including  attorneys'  fees)
incurred by an officer or director in defending a  proceeding  in advance of the
final disposition upon receipt of an undertaking by or on behalf of such officer
or director to repay such amount if it shall ultimately be determined that he or
she is not  entitled to be  indemnified  by the  corporation.  Article XI of the
Registrant's  Amended  and  Restated  Bylaws  provides  for  indemnification  of
directors  and  officers to the fullest  extent  permitted by Section 145 of the
DGCL.

      Section  102(b)(7)  of the DGCL  permits a  corporation  to provide in its
certificate of incorporation  that a director shall not be personally  liable to
the  corporation  or its  stockholders  for  monetary  damages  for a breach  of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,  (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii) with  respect to  certain  unlawful  dividend
payments or stock  redemptions or repurchases or (iv) for any  transaction  from
which the director derived an improper  personal  benefit.  Article Ninth of the
Registrant's  Amended and Restated  Certificate of Incorporation  eliminates the
liability of directors to the fullest extent  permitted by Section  102(b)(7) of
the DGCL.

                                       3
<PAGE>

      Section 145 of the DGCL  permits a  corporation  to purchase  and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such  person and  incurred by such  person in such  capacity,  or arising out of
their  status as such,  whether or not the  corporation  would have the power to
indemnify  directors and officers  against such  liability.  The  Registrant has
obtained officers' and directors' liability insurance of $50 million for members
of its Board of Directors and executive  officers.  In addition,  the Registrant
has entered into  indemnification  agreements with the directors and officers of
the Registrant,  indemnifying  each such person against losses,  liabilities and
expenses  arising out of any claims made against such person by reason of his or
her being a director or officer of the Registrant.  Among other exclusions,  the
Registrant  shall not  indemnify  any person  with  respect to claims  involving
receipt of a personal benefit to which the recipient is not entitled; the return
of profits  from the sale of  securities  as  contemplated  by Section 16 of the
Exchange Act; or knowingly fraudulent, dishonest or willful misconduct.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.

 EXHIBIT NO.                              DESCRIPTION

     4.1      Amended and Restated Certificate of Incorporation (incorporated by
              reference  to Exhibit 3.1 to Netrix's  registration  statement  on
              Form S-1, filed on September 18, 1992, as amended)

     4.2      Amendment to Certificate of  Incorporation,  dated August 26, 1999
              (incorporated by reference to Exhibit 4.8 to Netrix's registration
              statement on Form S-3, filed on June 18, 1999, as amended)

     4.3      Amended and Restated By-laws (incorporated by reference to Exhibit
              3.2 of  Netrix's  registration  statement  on Form  S-1,  filed on
              September 18, 1992, as amended)

     4.4      Specimen certificate of common stock (incorporated by reference to
              Exhibit 4.2 to Netrix's registration  statement on Form S-1, filed
              on September 18, 1992, as amended)

    *4.5      1991 Restated Stock Option Plan of OpenROUTE Networks, Inc.

     *5       Opinion of Kelley Drye & Warren LLP  regarding the legality of the
              Common Stock being registered.

    *23.1     Consent of Arthur Andersen LLP.

    *23.2     Consent of Kelley  Drye & Warren LLP  (included  in their  opinion
              filed as Exhibit 5 hereto).

                                       4
<PAGE>

     *24      Power of Attorney (incorporated by reference to the signature page
              of this Registration Statement).

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


ITEM 9.           UNDERTAKINGS.

(a)   The undersigned 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  this  Registration   Statement  (or  the  most  recent
post-effective  amendment  hereof)  which,  individually  or in  the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the 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 end 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 this Registration  Statement or any
material change to such information in this Registration Statement;

PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the  Registration  Statement  is on Form S-3,  Form S-8 or Form F-3,  and 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 15(d) of the Securities
Exchange Act of 1934 that are  incorporated by reference into this  Registration
Statement.

      (2)  That,  for  the  purpose  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.

      (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  hereby  undertakes  that, for purposes of determining  any
liability under the Securities Act of 1933, each filing of Netrix  Corporation's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act

                                       5
<PAGE>

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 the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant  pursuant  to  the  foregoing   provisions,   or  otherwise,   Netrix
Corporation  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, as amended,  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 of  1933,  as  amended,  and  will  be  governed  by  the  final
adjudication of such issue.

                                       6

<PAGE>


                                   SIGNATURES

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  Netrix
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all  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 Herndon,  State of  Virginia,  on December 17,
1999.

                               NETRIX CORPORATION


                               By: /s/ Steven T. Francesco
                                   _______________________________________
                               Name:   Steven T. Francesco
                               Title:  Chief Executive Officer


                                POWER OF ATTORNEY

      Each person whose  individual  signature  appears below hereby  authorizes
Steven  T.   Francesco   and   Peter  J.   Kendrick,   and  each  of  them,   as
attorneys-in-fact,  with full power of substitution,  to execute in the name and
on behalf of such person, individually and in each capacity stated below, and to
file any and all amendments to this  Registration  Statement,  including any and
all post-effective amendments.

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

         SIGNATURE                         TITLE                       DATE

/s/ Steven T. Francesco      Director, Chairman and Chief     December 17, 1999
Steven T. Francesco                Executive Officer

/s/ Lynn C. Chapman         Director, President and Chief     December 17, 1999
Lynn C. Chapman                     Operating Officer

/s/ Peter J. Kendrick          Vice President-Finance and     December 17, 1999
Peter J. Kendrick            Administration, Chief Financial
                                Officer and Secretary

/s/ John M. Faccibene                  Director               December 17, 1999
John M. Faccibene

--------------------------             Director               December___, 1999
Gregory C.  McNulty

/s/ Richard Yalen                      Director               December 17, 1999
Richard Yalen

/s/ Douglas J. Mello                   Director               December 17, 1999
Douglas J. Mello


                                       7

<PAGE>



                                  EXHIBIT INDEX

EXHIBIT NO.                               DESCRIPTION

    4.1      Amended and restated certificate of incorporation  (incorporated by
             reference to Exhibit 3.1 to Netrix's registration statement on Form
             S-1, filed on September 18, 1992, as amended)

    4.2      Amendment to  certificate of  incorporation,  dated August 26, 1999
             (incorporated by reference to Exhibit 4.8 to Netrix's  registration
             statement on Form S-3, filed on June 18, 1999, as amended)

    4.3      Amended and restated by-laws  (incorporated by reference to Exhibit
             3.2 of  Netrix's  registration  statement  on Form  S-1,  filed  on
             September 18, 1992, as amended)

    4.4      Specimen  certificate of common stock (incorporated by reference to
             Exhibit 4.2 to Netrix's  registration  statement on Form S-1, filed
             on September 18, 1992, as amended)

    *4.5     1991 Restated Stock Option Plan

     *5      Opinion of Kelley Drye & Warren LLP  regarding  the legality of the
             Common Stock being registered.

   *23.1     Consent of Arthur Andersen LLP.

   *23.2     Consent of Kelley  Drye & Warren  LLP  (included  in their  opinion
             filed as Exhibit 5 hereto).

    *24      Power of Attorney (incorporated by reference to the signature  page
             of this Registration Statement).

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

                                       8
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 21659}]
{"company-data": {"conformed-name": "NETRIX CORP", "cik": "0000889237", "assigned-sic": "3576", "irs-number": "541345159", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93349", "film-number": "99778727"}, "business-address": {"street1": "13595 DULLES TECHNOLOGY DR", "city": "HERNDON", "state": "VA", "zip": "22071", "phone": "7037426000"}, "mail-address": {"street2": "13595 DULLES TECHNOLOGY DRIVE", "city": "HERNDON", "state": "VA", "zip": "22071"}}
As filed with the Securities and Exchange Commission on December 22, 1999
                                                  Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

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

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

                 Delaware                             54-1345159
      (State or Other Jurisdiction of              (I.R.S. Employer
      Incorporation or Organization)             Identification No.)

                          13595 Dulles Technology Drive
                             Herndon, Virginia 20171
          (Address of Principal Executive Offices, Including Zip Code)

                         1991 RESTATED STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 Lynn C. Chapman
                                    President
                               Netrix Corporation
                          13595 Dulles Technology Drive
                             Herndon, Virginia 20171
                                 (703) 742-6000
     (Name, Address and Telephone Number, Including Area Code, of Agent for
                                    Service)
                                  ------------

                                    COPY TO:

                             Jay R. Schifferli, Esq.
                            KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                           Stamford, Connecticut 06901
                                  -------------

                         CALCULATION OF REGISTRATION FEE

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

    Title of       Amount to be     Proposed       Proposed       Amount of
   Securities       Registered      Maximum         Maximum      Registration
to be Registered                    Offering       Aggregate         Fee
                                   Price Per       Offering
                                    Share(1)       Price(1)
================================================================================

Common Stock,
par value $.05       266,820
per share             Shares         $13.75        $3,668,775       $968.56
--------------------------------------------------------------------------------

(1)   Estimated  solely for the purpose of calculating the  registration  fee in
      accordance  with Rule 457(c) and (h) under the  Securities Act of 1933, as
      amended. The price per share is estimated based on the average of the high
      and low trading prices for Netrix  Corporation's  Common Stock on December
      15, 1999, as reported by the Nasdaq National Market.
================================================================================
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") by Netrix Corporation are hereby incorporated by reference in
this Registration Statement:

      (a) Netrix  Corporation's  Annual  Report on Form 10-K for the fiscal year
ended December 31, 1998, as filed with the Commission on April 15, 1999, and the
amendment thereto filed on June 18, 1999;

      (b) Netrix Corporation's  quarterly reports on Forms 10-Q for the quarters
ended:

            (i)   September 30, 1999  (filed with the Commission on November
                  15, 1999);
            (ii)  June 30, 1999 (filed with the Commission on August 16, 1999);
            (iii) March 31, 1999 (filed with the  Commission  on May 17,  1999);
                  and

      (c) The  description of the Netrix  Corporation's  common stock,  $.05 par
value per  share  (the  "Common  Stock"),  contained  in  Netrix's  registration
statement  on Form  S-1,  as  amended,  filed  by  Netrix  Corporation  with the
Commission  on  September  18,  1992,  pursuant to Section 12 of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

      All reports and documents filed by Netrix Corporation pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act, after the date hereof and prior
to the  filing of a  post-effective  amendment  to this  Registration  Statement
indicating  that all securities  offered hereby have been sold or  deregistering
all  such  securities  then  remaining  unsold,  shall  also  be  deemed  to  be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof,  commencing on the respective  dates on which such reports and documents
are filed with the Commission.  Any statement  incorporated by reference  herein
shall also be deemed to be  modified  or  superseded  for the  purposes  of this
Registration Statement and any amendment or supplement hereto to the extent that
another statement  contained herein or in any other  subsequently filed document
that also is or is deemed to be  incorporated  by reference  herein  modifies or
supersedes such  statement.  Any statement  modified or superseded  shall not be
deemed,  except  as so  modified  or  superseded,  to  constitute  part  of this
Registration Statement or any amendment or supplement hereto.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.     INDEMNIFICATION OF OFFICERS AND DIRECTORS.

      Section 145 of the General  Corporation  Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or

                                       2
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a  "proceeding")  (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him or her in connection  with such action,
suit or  proceeding  if he or she acted in good  faith and in a manner he or she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause  to  believe  his or her  conduct  was  unlawful.  A  Delaware
corporation  may indemnify  any person under such Section in  connection  with a
proceeding  by or in the right of the  corporation  to procure  judgment  in its
favor,  as provided  in the  preceding  sentence,  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
with the defense or  settlement of such action,  except that no  indemnification
shall be made with respect thereto  unless,  and then only to the extent that, a
court of competent  jurisdiction  shall  determine  upon  application  that such
person is fairly and  reasonably  entitled to indemnity for such expenses as the
court shall deem proper. A Delaware corporation must indemnify present or former
directors and officers who are  successful on the merits or otherwise in defense
of any action, suit or proceeding or in defense of any claim, issue or matter in
any  proceeding,  by  reason  of the fact  that he or she is or was a  director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request  of  the  corporation,  against  expenses  (including  attorneys'  fees)
actually  and  reasonably  incurred  by him or her in  connection  therewith.  A
Delaware  corporation  may pay  for the  expenses  (including  attorneys'  fees)
incurred by an officer or director in defending a  proceeding  in advance of the
final disposition upon receipt of an undertaking by or on behalf of such officer
or director to repay such amount if it shall ultimately be determined that he or
she is not  entitled to be  indemnified  by the  corporation.  Article XI of the
Registrant's  Amended  and  Restated  Bylaws  provides  for  indemnification  of
directors  and  officers to the fullest  extent  permitted by Section 145 of the
DGCL.

      Section  102(b)(7)  of the DGCL  permits a  corporation  to provide in its
certificate of incorporation  that a director shall not be personally  liable to
the  corporation  or its  stockholders  for  monetary  damages  for a breach  of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,  (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii) with  respect to  certain  unlawful  dividend
payments or stock  redemptions or repurchases or (iv) for any  transaction  from
which the director derived an improper  personal  benefit.  Article Ninth of the
Registrant's  Amended and Restated  Certificate of Incorporation  eliminates the
liability of directors to the fullest extent  permitted by Section  102(b)(7) of
the DGCL.

                                       3
Section 145 of the DGCL  permits a  corporation  to purchase  and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such  person and  incurred by such  person in such  capacity,  or arising out of
their  status as such,  whether or not the  corporation  would have the power to
indemnify  directors and officers  against such  liability.  The  Registrant has
obtained officers' and directors' liability insurance of $50 million for members
of its Board of Directors and executive  officers.  In addition,  the Registrant
has entered into  indemnification  agreements with the directors and officers of
the Registrant,  indemnifying  each such person against losses,  liabilities and
expenses  arising out of any claims made against such person by reason of his or
her being a director or officer of the Registrant.  Among other exclusions,  the
Registrant  shall not  indemnify  any person  with  respect to claims  involving
receipt of a personal benefit to which the recipient is not entitled; the return
of profits  from the sale of  securities  as  contemplated  by Section 16 of the
Exchange Act; or knowingly fraudulent, dishonest or willful misconduct.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.

 EXHIBIT NO.                              DESCRIPTION

     4.1      Amended and Restated Certificate of Incorporation (incorporated by
              reference  to Exhibit 3.1 to Netrix's  registration  statement  on
              Form S-1, filed on September 18, 1992, as amended)

     4.2      Amendment to Certificate of  Incorporation,  dated August 26, 1999
              (incorporated by reference to Exhibit 4.8 to Netrix's registration
              statement on Form S-3, filed on June 18, 1999, as amended)

     4.3      Amended and Restated By-laws (incorporated by reference to Exhibit
              3.2 of  Netrix's  registration  statement  on Form  S-1,  filed on
              September 18, 1992, as amended)

     4.4      Specimen certificate of common stock (incorporated by reference to
              Exhibit 4.2 to Netrix's registration  statement on Form S-1, filed
              on September 18, 1992, as amended)

    *4.5      1991 Restated Stock Option Plan of OpenROUTE Networks, Inc.

     *5       Opinion of Kelley Drye & Warren LLP  regarding the legality of the
              Common Stock being registered.

    *23.1     Consent of Arthur Andersen LLP.

    *23.2     Consent of Kelley  Drye & Warren LLP  (included  in their  opinion
              filed as Exhibit 5 hereto).

                                       4
*24      Power of Attorney (incorporated by reference to the signature page
              of this Registration Statement).

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

ITEM 9.           UNDERTAKINGS.

(a)   The undersigned 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  this  Registration   Statement  (or  the  most  recent
post-effective  amendment  hereof)  which,  individually  or in  the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the 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 end 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 this Registration  Statement or any
material change to such information in this Registration Statement;

PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the  Registration  Statement  is on Form S-3,  Form S-8 or Form F-3,  and 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 15(d) of the Securities
Exchange Act of 1934 that are  incorporated by reference into this  Registration
Statement.

      (2)  That,  for  the  purpose  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.

      (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  hereby  undertakes  that, for purposes of determining  any
liability under the Securities Act of 1933, each filing of Netrix  Corporation's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act

                                       5
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 the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant  pursuant  to  the  foregoing   provisions,   or  otherwise,   Netrix
Corporation  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, as amended,  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 of  1933,  as  amended,  and  will  be  governed  by  the  final
adjudication of such issue.

                                       6
SIGNATURES

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  Netrix
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all  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 Herndon,  State of  Virginia,  on December 17,
1999.

                               NETRIX CORPORATION

                               By: /s/ Steven T. Francesco
                                   _______________________________________
                               Name:   Steven T. Francesco
                               Title:  Chief Executive Officer

                                POWER OF ATTORNEY

      Each person whose  individual  signature  appears below hereby  authorizes
Steven  T.   Francesco   and   Peter  J.   Kendrick,   and  each  of  them,   as
attorneys-in-fact,  with full power of substitution,  to execute in the name and
on behalf of such person, individually and in each capacity stated below, and to
file any and all amendments to this  Registration  Statement,  including any and
all post-effective amendments.

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

         SIGNATURE                         TITLE                       DATE

/s/ Steven T. Francesco      Director, Chairman and Chief     December 17, 1999
Steven T. Francesco                Executive Officer

/s/ Lynn C. Chapman         Director, President and Chief     December 17, 1999
Lynn C. Chapman                     Operating Officer

/s/ Peter J. Kendrick          Vice President-Finance and     December 17, 1999
Peter J. Kendrick            Administration, Chief Financial
                                Officer and Secretary

/s/ John M. Faccibene                  Director               December 17, 1999
John M. Faccibene

--------------------------             Director               December___, 1999
Gregory C.  McNulty

/s/ Richard Yalen                      Director               December 17, 1999
Richard Yalen

/s/ Douglas J. Mello                   Director               December 17, 1999
Douglas J. Mello

                                       7
EXHIBIT INDEX

EXHIBIT NO.                               DESCRIPTION

    4.1      Amended and restated certificate of incorporation  (incorporated by
             reference to Exhibit 3.1 to Netrix's registration statement on Form
             S-1, filed on September 18, 1992, as amended)

    4.2      Amendment to  certificate of  incorporation,  dated August 26, 1999
             (incorporated by reference to Exhibit 4.8 to Netrix's  registration
             statement on Form S-3, filed on June 18, 1999, as amended)

    4.3      Amended and restated by-laws  (incorporated by reference to Exhibit
             3.2 of  Netrix's  registration  statement  on Form  S-1,  filed  on
             September 18, 1992, as amended)

    4.4      Specimen  certificate of common stock (incorporated by reference to
             Exhibit 4.2 to Netrix's  registration  statement on Form S-1, filed
             on September 18, 1992, as amended)

    *4.5     1991 Restated Stock Option Plan

     *5      Opinion of Kelley Drye & Warren LLP  regarding  the legality of the
             Common Stock being registered.

   *23.1     Consent of Arthur Andersen LLP.

   *23.2     Consent of Kelley  Drye & Warren  LLP  (included  in their  opinion
             filed as Exhibit 5 hereto).

    *24      Power of Attorney (incorporated by reference to the signature  page
             of this Registration Statement).

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

                                       8