<PAGE>
 
 As filed with the Securities and Exchange Commission on July 26, 1996
File No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

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

         Delaware                                           04-2797263
- -------------------------------                          -------------------
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                            Identification No.)

                               35 Industrial Way
                        Rochester, New Hampshire  03867
                ---------------------------------------------
          (Address of principal executive offices, including zip code)

                      ZEITNET INC. 1994 STOCK OPTION PLAN
                      -----------------------------------
                            (Full title of the plan)

                              David J. Kirkpatrick
                            Director of Finance and
                            Chief Financial Officer
                            Cabletron Systems, Inc.
                               35 Industrial Way
                        Rochester, New Hampshire  03867
                                 (603) 332-9400
                     --------------------------------------
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------
Title of             Amount     Proposed    Proposed     Amount of
Securities           to be      maximum      maximum    registration
to be              registered   offering    aggregate       fee
registered                     price per    offering
                               share/(1)/  price/(1)/
- --------------------------------------------------------------------
<S>                <C>         <C>         <C>          <C>
 
Common Stock,         241,536       $2.14  $512,056.32       $180.00
par value $0.01       shares
</TABLE>
________________________________________________________________________________

/(1)/The offering price for the shares of Cabletron Systems, Inc. common stock,
par value $0.01 (the "Shares") subject to options on the date hereof is the
average per share exercise price of such options. The average per share exercise
price is equal to the aggregate exercise price for ZeitNet Inc. ("ZeitNet")
common stock purchasable pursuant to all options under the ZeitNet Inc. 1994
Stock Option Plan divided by the number of shares purchasable to all such
ZeitNet options and rounded to the nearest whole cent.

                            Exhibit Index on page 6
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

        Cabletron Systems, Inc. (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:

(a)     The Registrant's Annual Report on Form 10-K for the fiscal year ended
        February 29, 1996 (File No. 1-10288).

(b)     The Registrant's Quarterly Report on Form 10-Q for the Quarter ended May
        31, 1996 (File No.01-10228) and as amended by Form 10-QA filed with the
        Commission on July 18, 1996.

(c)     The Registrant's Current Report on Form 8-K dated January 29, 1996 (File
        No. 1-10228).

(d)     All other reports filed by the Registrant with the Commission pursuant
        to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
        (the "Exchange Act") since the end of the fiscal year covered by the
        Registrant's Annual Report referred to above.

(e)     The description of the common stock of the Registrant contained in the
        Registrant's Registration Statement on Form 8-A (File No. 1-10288) filed
        with the Commission under Section 12 of the Exchange Act on April 19,
        1989, including all amendments and reports filed for the purpose of
        updating such description.

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

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

        Not required.

Item 5. Interests of Named Experts and Counsel.
        -------------------------------------- 
 
        No material interests.

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

        Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal or investigative (other than an
action by or in the right of the corporation) by reason of the fact that he 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 in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he 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 conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses actually and

                                      -2-
<PAGE>
 
reasonably incurred in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

        Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law (relating to unlawful payment of dividends and
unlawful stock purchase and redemption), or (iv) for any transaction from which
the director derived an improper personal benefit.

        The Registrant's Restated Certificate of Incorporation, as amended,
provides that the Company's Directors shall not be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liabilities is not
permitted under the Delaware General Corporation Law as in effect at the time
such liability is determined.  The Restated Certificate of Incorporation, as
amended,  further provides that the Registrant shall indemnify its directors and
officers to the full extent permitted by the law of the State of Delaware.

Item 7. Exemption From Registration Claimed.
        ----------------------------------- 

        Not applicable.

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

Exhibit

4.1.    Specimen stock certificate representing Cabletron Common Stock which is
        incorporated by reference to Exhibit 4.1 of Cabletron's Registration
        Statement on Form S-1 (File No. 33-28055).

5.      Opinion of Ropes & Gray.

23.1.   Consent of KPMG Peat Marwick LLP.

23.2.   Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to
        this registration statement).

24.     Powers of Attorney (included in Part II of this registration statement
        under the caption "Signatures").

99.1.   ZeitNet Inc. 1994 Stock Option Plan.

99.2.   Form of Stock Option Assumption Agreement used in connection with the
        1994 Stock Option Plan.

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

(a)     The undersigned Registrant hereby undertakes:

                                      -3-
<PAGE>
 
     (1)  to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:  (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that paragraphs
                                           --------  -------                 
(a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the 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 herein, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      -4-
<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 Rochester, State of New Hampshire on July 26, 1996.



                             By: /s/ S. Robert Levine
                                -----------------------------------
                                S. Robert Levine
                                President, Chief Executive Officer and Director

 
     Each person whose signature appears below constitutes and appoints S.
Robert Levine, Craig R. Benson and David J. Kirkpatrick, and each of them
individually, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, 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 to be filed by Cabletron
Systems, Inc., and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or their 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 on Form S-8 has been signed below by the following
persons in the capacities shown on the date indicated.

<TABLE>
<CAPTION>
Signature                              Capacity                 Date
- ---------                              --------                 ----
<S>                          <C>                           <C>
 
 
 /s/ S. Robert Levine        President, Chief Executive    July 26, 1996
- ---------------------------  Officer (principal executive
S. Robert Levine             officer) and Director
 
 /s/ David J. Kirkpatrick    Director of Finance and       July 26, 1996
- ---------------------------  Chief Financial Officer
David J. Kirkpatrick         (principal financial and
                             accounting officer)

 /s/ Craig R. Benson         Chairman, Chief Operating     July 26, 1996
- ---------------------------  Officer and Director
Craig R. Benson

 /s/ Michael D. Myerow       Secretary and Director        July 26, 1996
- ---------------------------
Michael D. Myerow

 /s/ Paul R. Duncan          Director                      July 26, 1996
- ---------------------------
Paul R. Duncan

 /s/ Donald F. McGuinness    Director                      July 26, 1996
- ---------------------------
Donald F. McGuinness
</TABLE>

                                      -5-
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
 
Exhibit
Number                      Title of Exhibit                      Page
- ------                      ----------------                      ----
<C>      <S>                                                      <C>
 
4.1.     Specimen stock certificate representing Cabletron
         Common Stock which is incorporated by reference
         to Exhibit 4.1 of Cabletron's Registration Statement
         on Form S-1 (File No. 33-28055).

5.       Opinion of Ropes & Gray.

23.1.    Consent of KPMG Peat Marwick LLP.

23.2.    Consent of Ropes & Gray (contained in the opinion
         filed as Exhibit 5 to this registration statement).

24.      Powers of Attorney (included in Part II of this
         registration statement under the caption
         "Signatures").
 
99.1.    ZeitNet Inc. 1994 Stock Option Plan
 
99.2.    Form of Stock Option Assumption Agreement used
         in connection with the 1994 Stock Option Plan
 
 
 
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17708}]
{"company-data": {"conformed-name": "CABLETRON SYSTEMS INC", "cik": "0000846909", "assigned-sic": "3576", "irs-number": "042797263", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09029", "film-number": "96599896"}, "business-address": {"street1": "35 INDUSTRIAL WAY", "city": "EAST ROCHESTER", "state": "NH", "zip": "03867", "phone": "6033329400"}, "mail-address": {"street1": "35 INDUSTRIAL WAY", "city": "ROCHESTER", "state": "NH", "zip": "03867"}}
As filed with the Securities and Exchange Commission on July 26, 1996
File No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

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

         Delaware                                           04-2797263
- -------------------------------                          -------------------
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                            Identification No.)

                               35 Industrial Way
                        Rochester, New Hampshire  03867
                ---------------------------------------------
          (Address of principal executive offices, including zip code)

                      ZEITNET INC. 1994 STOCK OPTION PLAN
                      -----------------------------------
                            (Full title of the plan)

                              David J. Kirkpatrick
                            Director of Finance and
                            Chief Financial Officer
                            Cabletron Systems, Inc.
                               35 Industrial Way
                        Rochester, New Hampshire  03867
                                 (603) 332-9400
                     --------------------------------------
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------
Title of             Amount     Proposed    Proposed     Amount of
Securities           to be      maximum      maximum    registration
to be              registered   offering    aggregate       fee
registered                     price per    offering
                               share/(1)/  price/(1)/
- --------------------------------------------------------------------
Common Stock,         241,536       $2.14  $512,056.32       $180.00
par value $0.01       shares
________________________________________________________________________________

/(1)/The offering price for the shares of Cabletron Systems, Inc. common stock,
par value $0.01 (the "Shares") subject to options on the date hereof is the
average per share exercise price of such options. The average per share exercise
price is equal to the aggregate exercise price for ZeitNet Inc. ("ZeitNet")
common stock purchasable pursuant to all options under the ZeitNet Inc. 1994
Stock Option Plan divided by the number of shares purchasable to all such
ZeitNet options and rounded to the nearest whole cent.

                            Exhibit Index on page 6
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

        Cabletron Systems, Inc. (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:

(a)     The Registrant's Annual Report on Form 10-K for the fiscal year ended
        February 29, 1996 (File No. 1-10288).

(b)     The Registrant's Quarterly Report on Form 10-Q for the Quarter ended May
        31, 1996 (File No.01-10228) and as amended by Form 10-QA filed with the
        Commission on July 18, 1996.

(c)     The Registrant's Current Report on Form 8-K dated January 29, 1996 (File
        No. 1-10228).

(d)     All other reports filed by the Registrant with the Commission pursuant
        to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
        (the "Exchange Act") since the end of the fiscal year covered by the
        Registrant's Annual Report referred to above.

(e)     The description of the common stock of the Registrant contained in the
        Registrant's Registration Statement on Form 8-A (File No. 1-10288) filed
        with the Commission under Section 12 of the Exchange Act on April 19,
        1989, including all amendments and reports filed for the purpose of
        updating such description.

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

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

        Not required.

Item 5. Interests of Named Experts and Counsel.
        -------------------------------------- 
 
        No material interests.

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

        Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal or investigative (other than an
action by or in the right of the corporation) by reason of the fact that he 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 in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he 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 conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses actually and

                                      -2-
reasonably incurred in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

        Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law (relating to unlawful payment of dividends and
unlawful stock purchase and redemption), or (iv) for any transaction from which
the director derived an improper personal benefit.

        The Registrant's Restated Certificate of Incorporation, as amended,
provides that the Company's Directors shall not be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liabilities is not
permitted under the Delaware General Corporation Law as in effect at the time
such liability is determined.  The Restated Certificate of Incorporation, as
amended,  further provides that the Registrant shall indemnify its directors and
officers to the full extent permitted by the law of the State of Delaware.

Item 7. Exemption From Registration Claimed.
        ----------------------------------- 

        Not applicable.

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

Exhibit

4.1.    Specimen stock certificate representing Cabletron Common Stock which is
        incorporated by reference to Exhibit 4.1 of Cabletron's Registration
        Statement on Form S-1 (File No. 33-28055).

5.      Opinion of Ropes & Gray.

23.1.   Consent of KPMG Peat Marwick LLP.

23.2.   Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to
        this registration statement).

24.     Powers of Attorney (included in Part II of this registration statement
        under the caption "Signatures").

99.1.   ZeitNet Inc. 1994 Stock Option Plan.

99.2.   Form of Stock Option Assumption Agreement used in connection with the
        1994 Stock Option Plan.

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

(a)     The undersigned Registrant hereby undertakes:

                                      -3-
(1)  to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:  (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that paragraphs
                                           --------  -------                 
(a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the 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 herein, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      -4-
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 Rochester, State of New Hampshire on July 26, 1996.

                             By: /s/ S. Robert Levine
                                -----------------------------------
                                S. Robert Levine
                                President, Chief Executive Officer and Director

 
     Each person whose signature appears below constitutes and appoints S.
Robert Levine, Craig R. Benson and David J. Kirkpatrick, and each of them
individually, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, 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 to be filed by Cabletron
Systems, Inc., and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or their 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 on Form S-8 has been signed below by the following
persons in the capacities shown on the date indicated.
Signature                              Capacity                 Date
- ---------                              --------                 ----
/s/ S. Robert Levine        President, Chief Executive    July 26, 1996
- ---------------------------  Officer (principal executive
S. Robert Levine             officer) and Director
 
 /s/ David J. Kirkpatrick    Director of Finance and       July 26, 1996
- ---------------------------  Chief Financial Officer
David J. Kirkpatrick         (principal financial and
                             accounting officer)

 /s/ Craig R. Benson         Chairman, Chief Operating     July 26, 1996
- ---------------------------  Officer and Director
Craig R. Benson

 /s/ Michael D. Myerow       Secretary and Director        July 26, 1996
- ---------------------------
Michael D. Myerow

 /s/ Paul R. Duncan          Director                      July 26, 1996
- ---------------------------
Paul R. Duncan

 /s/ Donald F. McGuinness    Director                      July 26, 1996
- ---------------------------
Donald F. McGuinness
-5-
EXHIBIT INDEX
Exhibit
Number                      Title of Exhibit                      Page
- ------                      ----------------                      ----
4.1.     Specimen stock certificate representing Cabletron
         Common Stock which is incorporated by reference
         to Exhibit 4.1 of Cabletron's Registration Statement
         on Form S-1 (File No. 33-28055).

5.       Opinion of Ropes & Gray.

23.1.    Consent of KPMG Peat Marwick LLP.

23.2.    Consent of Ropes & Gray (contained in the opinion
         filed as Exhibit 5 to this registration statement).

24.      Powers of Attorney (included in Part II of this
         registration statement under the caption
         "Signatures").
 
99.1.    ZeitNet Inc. 1994 Stock Option Plan
 
99.2.    Form of Stock Option Assumption Agreement used
         in connection with the 1994 Stock Option Plan