Filed with the Securities and Exchange Commission on March 2, 2001
                                               Registration No. 333-____________


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            Asante Technologies, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                       77-0200286
  ----------------------------              ------------------------------------
  (State or other jurisdiction              (I.R.S. employer identification no.)
of incorporation or organization)

                                  821 Fox Lane
                           San Jose, California 95131
                    ----------------------------------------
                    (Address of principal executive offices)
                                   (Zip code)

                           Asante Technologies, Inc.

                             1990 Stock Option Plan
                        1993 Employee Stock Purchase Plan
                       2000 Nonstatutory Stock Option Plan
                                 2001 Stock Plan
                         -------------------------------
                            (Full title of the Plan)

                                   Wilson Wong
                      President and Chief Executive Officer
                            Asante Technologies, Inc.
                                  821 Fox Lane
                           San Jose, California 95131
                           ---------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (408) 435-8388.

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.



<PAGE>


<TABLE>
------------------------------------------------------------------------------------------------------------------------------------

                                                   CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                               Proposed             Proposed
                                                                               maximum               maximum             Amount of
     Title of Securities to be                            Amount to be       offering price         aggregate          registration
           registered(1)                                 registered(2)        per share(3)           price(3)                fee
           -------------                                 -------------        ------------           --------                ---
<S>                                                       <C>                  <C>              <C>                      <C>
1990 Stock Option Plan
Common Stock
Par Value $0.001                                            237,316            $   0.78         $     185,108.82         $    46.30

1993 Employee Stock
Purchase Plan
Common Stock
Par Value $0.001                                            500,000            $   0.66         $     330,000.00         $    82.50

2000 Nonstatutory Stock
Option Plan
Common Stock
Par Value $0.001                                            120,000            $   0.78         $      93,600.00         $    23.40

2001 Stock Plan
Common Stock
Par Value $0.001                                          1,000,000            $   0.78         $     780,000.00         $   195.00
                                                          ---------                             ----------------         ----------
Total                                                     1,857,316                             $   1,398,708.80         $   349.68

<FN>
------------------
1    The  securities  to be  registered  include  options  and rights to acquire
     Common Stock.

2    Pursuant  to Rule  416(a),  this  registration  statement  also  covers any
     additional  securities that may be offered or issued in connection with any
     stock split, stock dividend or similar transaction.

3    Estimated  pursuant  to Rule 457 solely for  purposes  of  calculating  the
     registration fee. For the 1990 Stock Option Plan, 2000  Nonstatutory  Stock
     Option  Plan and the 2001 Stock Plan the price is based upon the average of
     the high and low prices of the Common  Stock on March 1, 2001,  as reported
     on  the  OTC  Bulletin  Board.   The  1993  Employee  Stock  Purchase  Plan
     establishes a purchase  price not less than 85% of the fair market value of
     the Company's Common Stock, and therefore,  the price for shares under this
     plan is based  upon 85% of the  average  of the high and low  prices of the
     Common Stock on March 1, 2001, as reported on the OTC Bulletin Board.
</FN>
</TABLE>



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

         Asante  Technologies,  Inc.  (the  "Company")  hereby  incorporates  by
reference in this registration statement the following documents:

         (a) The Company's  latest annual report on Form 10-K filed  pursuant to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  containing  audited  financial  statements  for the Company's
fiscal year ended  September  30, 2000 as filed with the  Commission on December
29, 2000.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

         (c)  The  Company's  Registration  Statement  on  Form  S-1  (file  no.
33-70300) under the Securities  Act, in the Form declared  effective on December
10, 1993.

         (d) The  description  of the  Company's  Common Stock  contained in the
Company's Registration Statement on Form 8-A filed on December 10, 1993 pursuant
to Section 12(g) of the Exchange Act.

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


Item 4. Description of Securities

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.


Item 5. Interests of Named Experts and Counsel

         Inapplicable.


Item 6. Indemnification of Directors and Officers

         Section  102(b) of the Delaware  General  Corporation  Law authorizes a
corporation to provide in its  Certificate of  Incorporation  that a director of
the  corporation   shall  not  be  personally   liable  to  corporation  or  its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change  directors'  duty of care, it
enables  corporations  to limit available  relief to equitable  remedies such as
injunction  or  rescission.  The statute has no effect on a  director's  duty of
loyalty  or  liability  for acts or


<PAGE>


omissions  not in good  faith or  involving  intentional  misconduct  or knowing
violations  of law,  illegal  payment  of  dividends  or  stock  redemptions  or
repurchases,  or for any transaction from which the director derives an improper
personal  benefit.  As  permitted  by  the  statute,  the  Company  has  adopted
provisions in its  Certificate of  Incorporation  which eliminate to the fullest
extent permissible under Delaware law the personal liability of its directors to
the  Company and its  stockholders  for  monetary  damages for breach or alleged
breach of their duty of care.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a  corporation.  The Bylaws of the Company  provide for  indemnification  of its
directors,  officers,  employees and agents to the full extent  permitted  under
Delaware law,  including  those  circumstances  in which  indemnification  would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification  agreements with its directors and officers and
to purchase  insurance  on behalf of any person whom it is required or permitted
to  indemnify.  The Company has entered into  agreements  with its directors and
certain of its  executive  officers  that require the Company to indemnify  such
persons to the fullest extent  permitted  under  Delaware law against  expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including  expenses of a derivative  action) in connection with any proceeding,
whether  actual or  threatened,  to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of  the  Company  or  any of its  affiliated  enterprises.  The  indemnification
agreements  also set forth certain  procedures that will apply in the event of a
claim for indemnification thereunder.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides for  indemnification  in terms  sufficiently  broad to  indemnify  such
individuals,   under   certain   circumstances,   for   liabilities   (including
reimbursement of expenses incurred) arising under the Securities Act.


Item 7. Exemption From Registration Claimed

         Inapplicable.


Item 8. Exhibits

         See Exhibit Index.


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;



<PAGE>


                  (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  (1)(i)  and  (l)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed 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 (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.

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



<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of San Jose, State of California,  on February 13,
2001.


                                           ASANTE TECHNOLOGIES, INC.

                                           By: /s/  Anthony Contos
                                               ---------------------------------
                                               Anthony Contos
                                               Vice President Finance &
                                               Administration and Secretary


<PAGE>


                        SIGNATURES AND POWER OF ATTORNEY

         The  officers  and  directors  of  Asante   Technologies,   Inc.  whose
signatures  appear below,  hereby constitute and appoint Wilson Wong and Anthony
Contos, and each of them, their true and lawful attorneys and agents,  with full
power of  substitution,  each with  power to act alone,  to sign and  execute on
behalf of the  undersigned  any  amendment or  amendments  to this  registration
statement  on Form S-8,  and each of the  undersigned  does  hereby  ratify  and
confirm all that each of said attorney and agent,  or their or his  substitutes,
shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on February 13, 2001.


         Signature                                       Title
         ---------                                       -----


   /s/ Wilson Wong                        Chairman of the Board, Chief Executive
--------------------------                Officer, and President (Principal
  Wilson Wong                             Executive Officer)


   /s/ Anthony Contos                     Vice President Finance &
--------------------------                Administration and Secretary
Anthony Contos                            (Principal Financial and Accounting
                                          Officer)


--------------------------                Director
Jeff Lin


   /s/ Edmond Tseng                       Director
--------------------------
Edmond Tseng


   /s/ Michael Kaufman                    Director
--------------------------
Michael Kaufman



<PAGE>


                                  EXHIBIT INDEX

 4.1     Restated  Certificate  of  Incorporation  of  the  Company  adopted  on
         September 23, 1993, is incorporated by reference to Exhibit 3.1B to the
         Company's  Registration Statement on Form S-1 filed with the Securities
         and Exchange Commission on December 10, 1993 (No. 33-70300)

 4.2     Bylaws of the Company  adopted  September 28, 1993, is  incorporated by
         reference to Exhibit 3.2B to the  Company's  Registration  Statement on
         Form S-1 filed with the Securities and Exchange  Commission on December
         10, 1993 (No. 33-70300)

 5       Opinion re legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of PricewaterhouseCoopers LLP, Independent Accountants

24       Power of Attorney  (included  in signature  pages to this  registration
         statement)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 17591}]
{"company-data": {"conformed-name": "ASANTE TECHNOLOGIES INC", "cik": "0000913598", "assigned-sic": "3576", "irs-number": "770200286", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56432", "film-number": "1560002"}, "business-address": {"street1": "821 FOX LANE", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "4084358388"}, "mail-address": {"street1": "821 FOX LANE", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
Filed with the Securities and Exchange Commission on March 2, 2001
                                               Registration No. 333-____________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            Asante Technologies, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                       77-0200286
  ----------------------------              ------------------------------------
  (State or other jurisdiction              (I.R.S. employer identification no.)
of incorporation or organization)

                                  821 Fox Lane
                           San Jose, California 95131
                    ----------------------------------------
                    (Address of principal executive offices)
                                   (Zip code)

                           Asante Technologies, Inc.

                             1990 Stock Option Plan
                        1993 Employee Stock Purchase Plan
                       2000 Nonstatutory Stock Option Plan
                                 2001 Stock Plan
                         -------------------------------
                            (Full title of the Plan)

                                   Wilson Wong
                      President and Chief Executive Officer
                            Asante Technologies, Inc.
                                  821 Fox Lane
                           San Jose, California 95131
                           ---------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (408) 435-8388.

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
------------------------------------------------------------------------------------------------------------------------------------

                                                   CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------
Proposed             Proposed
                                                                               maximum               maximum             Amount of
     Title of Securities to be                            Amount to be       offering price         aggregate          registration
           registered(1)                                 registered(2)        per share(3)           price(3)                fee
           -------------                                 -------------        ------------           --------                ---
1990 Stock Option Plan
Common Stock
Par Value $0.001                                            237,316            $   0.78         $     185,108.82         $    46.30

1993 Employee Stock
Purchase Plan
Common Stock
Par Value $0.001                                            500,000            $   0.66         $     330,000.00         $    82.50

2000 Nonstatutory Stock
Option Plan
Common Stock
Par Value $0.001                                            120,000            $   0.78         $      93,600.00         $    23.40

2001 Stock Plan
Common Stock
Par Value $0.001                                          1,000,000            $   0.78         $     780,000.00         $   195.00
                                                          ---------                             ----------------         ----------
Total                                                     1,857,316                             $   1,398,708.80         $   349.68
------------------
1    The  securities  to be  registered  include  options  and rights to acquire
     Common Stock.

2    Pursuant  to Rule  416(a),  this  registration  statement  also  covers any
     additional  securities that may be offered or issued in connection with any
     stock split, stock dividend or similar transaction.

3    Estimated  pursuant  to Rule 457 solely for  purposes  of  calculating  the
     registration fee. For the 1990 Stock Option Plan, 2000  Nonstatutory  Stock
     Option  Plan and the 2001 Stock Plan the price is based upon the average of
     the high and low prices of the Common  Stock on March 1, 2001,  as reported
     on  the  OTC  Bulletin  Board.   The  1993  Employee  Stock  Purchase  Plan
     establishes a purchase  price not less than 85% of the fair market value of
     the Company's Common Stock, and therefore,  the price for shares under this
     plan is based  upon 85% of the  average  of the high and low  prices of the
     Common Stock on March 1, 2001, as reported on the OTC Bulletin Board.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         Asante  Technologies,  Inc.  (the  "Company")  hereby  incorporates  by
reference in this registration statement the following documents:

         (a) The Company's  latest annual report on Form 10-K filed  pursuant to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  containing  audited  financial  statements  for the Company's
fiscal year ended  September  30, 2000 as filed with the  Commission on December
29, 2000.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

         (c)  The  Company's  Registration  Statement  on  Form  S-1  (file  no.
33-70300) under the Securities  Act, in the Form declared  effective on December
10, 1993.

         (d) The  description  of the  Company's  Common Stock  contained in the
Company's Registration Statement on Form 8-A filed on December 10, 1993 pursuant
to Section 12(g) of the Exchange Act.

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

Item 4. Description of Securities

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel

         Inapplicable.

Item 6. Indemnification of Directors and Officers

         Section  102(b) of the Delaware  General  Corporation  Law authorizes a
corporation to provide in its  Certificate of  Incorporation  that a director of
the  corporation   shall  not  be  personally   liable  to  corporation  or  its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change  directors'  duty of care, it
enables  corporations  to limit available  relief to equitable  remedies such as
injunction  or  rescission.  The statute has no effect on a  director's  duty of
loyalty  or  liability  for acts or
omissions  not in good  faith or  involving  intentional  misconduct  or knowing
violations  of law,  illegal  payment  of  dividends  or  stock  redemptions  or
repurchases,  or for any transaction from which the director derives an improper
personal  benefit.  As  permitted  by  the  statute,  the  Company  has  adopted
provisions in its  Certificate of  Incorporation  which eliminate to the fullest
extent permissible under Delaware law the personal liability of its directors to
the  Company and its  stockholders  for  monetary  damages for breach or alleged
breach of their duty of care.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a  corporation.  The Bylaws of the Company  provide for  indemnification  of its
directors,  officers,  employees and agents to the full extent  permitted  under
Delaware law,  including  those  circumstances  in which  indemnification  would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification  agreements with its directors and officers and
to purchase  insurance  on behalf of any person whom it is required or permitted
to  indemnify.  The Company has entered into  agreements  with its directors and
certain of its  executive  officers  that require the Company to indemnify  such
persons to the fullest extent  permitted  under  Delaware law against  expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including  expenses of a derivative  action) in connection with any proceeding,
whether  actual or  threatened,  to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of  the  Company  or  any of its  affiliated  enterprises.  The  indemnification
agreements  also set forth certain  procedures that will apply in the event of a
claim for indemnification thereunder.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides for  indemnification  in terms  sufficiently  broad to  indemnify  such
individuals,   under   certain   circumstances,   for   liabilities   (including
reimbursement of expenses incurred) arising under the Securities Act.

Item 7. Exemption From Registration Claimed

         Inapplicable.

Item 8. Exhibits

         See Exhibit Index.

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; 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  (1)(i)  and  (l)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed 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 (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.

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

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of San Jose, State of California,  on February 13,
2001.

                                           ASANTE TECHNOLOGIES, INC.

                                           By: /s/  Anthony Contos
                                               ---------------------------------
                                               Anthony Contos
                                               Vice President Finance &
                                               Administration and Secretary
SIGNATURES AND POWER OF ATTORNEY

         The  officers  and  directors  of  Asante   Technologies,   Inc.  whose
signatures  appear below,  hereby constitute and appoint Wilson Wong and Anthony
Contos, and each of them, their true and lawful attorneys and agents,  with full
power of  substitution,  each with  power to act alone,  to sign and  execute on
behalf of the  undersigned  any  amendment or  amendments  to this  registration
statement  on Form S-8,  and each of the  undersigned  does  hereby  ratify  and
confirm all that each of said attorney and agent,  or their or his  substitutes,
shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on February 13, 2001.

         Signature                                       Title
         ---------                                       -----

   /s/ Wilson Wong                        Chairman of the Board, Chief Executive
--------------------------                Officer, and President (Principal
  Wilson Wong                             Executive Officer)

   /s/ Anthony Contos                     Vice President Finance &
--------------------------                Administration and Secretary
Anthony Contos                            (Principal Financial and Accounting
                                          Officer)

--------------------------                Director
Jeff Lin

   /s/ Edmond Tseng                       Director
--------------------------
Edmond Tseng

   /s/ Michael Kaufman                    Director
--------------------------
Michael Kaufman
EXHIBIT INDEX

 4.1     Restated  Certificate  of  Incorporation  of  the  Company  adopted  on
         September 23, 1993, is incorporated by reference to Exhibit 3.1B to the
         Company's  Registration Statement on Form S-1 filed with the Securities
         and Exchange Commission on December 10, 1993 (No. 33-70300)

 4.2     Bylaws of the Company  adopted  September 28, 1993, is  incorporated by
         reference to Exhibit 3.2B to the  Company's  Registration  Statement on
         Form S-1 filed with the Securities and Exchange  Commission on December
         10, 1993 (No. 33-70300)

 5       Opinion re legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of PricewaterhouseCoopers LLP, Independent Accountants

24       Power of Attorney  (included  in signature  pages to this  registration
         statement)