<PAGE>

           As filed with the Securities and Exchange Commission on July 28, 2000
                             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
         (State or Other Jurisdiction of Incorporation or Organization)
                                   54-1345159
                      (I.R.S. Employer Identification No.)

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

       AMENDED AND RESTATED AETHERWORKS CORPORATION 1997 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                Peter J. Kendrick
                             Chief Financial Officer
   Netrix Corporation, 13595 Dulles Technology Drive, Herndon, Virginia 20171
                     (Name and Address of Agent for Service)
                                 (703) 742-6000
          (Telephone Number, Including Area Code of Agent For Service)
                                  ------------

                                    COPY TO:
                              John T. Capetta, Esq.
                            KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                           Stamford, Connecticut 06901

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

                         CALCULATION OF REGISTRATION FEE

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

                                 Amount to be         Proposed Maximum          Proposed Maximum                Amount of
    Title of Securities         Registered(2)        Offering Price Per        Aggregate Offering            Registration Fee
     to be Registered                                     Share(3)                  Price(3)
---------------------------- --------------------- ------------------------ -------------------------- -----------------------------
<S>                            <C>                       <C>                     <C>                            <C>

Common Stock,
par value $.05 per share(1)    1,826,372 Shares           $7.6875               $14,040,234.75                 $3,706.62
---------------------------- --------------------- ------------------------ -------------------------- -----------------------------
</TABLE>

(1)  Pursuant  to Rule 416 of the  Securities  Act of  1933,  as  amended,  this
     Registration  Statement  shall also cover any  additional  shares of Common
     Stock which become  issuable  under the Plan being  registered  pursuant to
     this Registration  Statement by reason of any stock dividend,  stock split,
     recapitalization  or any other  similar  transaction  which  results  in an
     increase  in the number of the  Registrant's  outstanding  shares of Common
     Stock.

(2)  The Registrant is  registering  1,826,372  shares of its Common Stock,  par
     value $.05 per share,  for  issuance  pursuant to the Amended and  Restated
     AetherWorks Corporation 1997 Stock Option Plan.


(3)  Estimated in accordance  with Rules 457(c) and 457(h) under the  Securities
     Act of  1933,  as  amended,  solely  for the  purpose  of  calculating  the
     registration  fee.  Computation is based upon the  Registrant's  good faith
     estimate  of the value of its Common  Stock  based upon the  average of the
     high and low prices of the  Registrant's  Common  Stock as  reported on the
     Nasdaq National Market on July 27, 2000.


                                EXPLANATORY NOTE


     Pursuant to an Agreement and Plan of Merger, dated December 31, 1999, among
the Registrant, Nx1 Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of the Registrant ("Nx1"), and AetherWorks  Corporation,  a Minnesota
Corporation ("AetherWorks"), among other things, (i) AetherWorks merged with and
into Nx1 (ii) each share of common stock of AetherWorks,  issued and outstanding
immediately  prior to the effective  time of the merger was  converted  into the
right to receive  1.377 shares of common stock of  Registrant,  and (iii) at the
effective  time of the  merger,  all of the  issued and  outstanding  options to
acquire  AetherWorks' common stock pursuant to the AetherWorks  Corporation 1997
Stock Option Plan  (subsequently  amended and restated)  were converted into the
right to receive that number of options to acquire  shares of the common  stock,
par value $.05, of Registrant.

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



<PAGE>

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part 1 of Form
S-8 (plan  information  and  registrant  information  and  employee  plan annual
information)  will be sent or given to employees as specified by Securities  and
Exchange  Commission (the "Commission") Rule 428(b)(1).  Such documents need not
be filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the  requirements  of Section 10(a) of the Securities Act of 1933, as
amended (the "Securities Act").

                                     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  Current Report on Form 8-K/A (filed with the
Commission on May 30, 2000);

         (b) Netrix Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, as filed with the Commission on March 30, 2000, and the
amendment thereto filed on Form 10-K/A on May 1, 2000;

         (c) Netrix Corporation's  Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 (filed with the Commission on May 15, 2000);

         (d) Netrix  Corporation's  Current  Report on Form 8-K (filed  with the
Commission on March 31, 2000);

         (e) Netrix  Corporation's  Current  Report on Form 8-K (filed  with the
Commission on February 23, 2000);

         (f) Netrix  Corporation's  Current  Report on Form 8-K (filed  with the
Commission on February 7, 2000);

         (g) Netrix  Corporation's  Current  Report on Form 8-K (filed  with the
Commission on January 14, 2000); and

         (h) 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

                                      -2-
<PAGE>


Commission  on  September  18,  1992,  pursuant to Section 12 of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

         All reports and definitive  proxy or information  statements  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 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)

                                       3
<PAGE>


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.

         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

<PAGE>

        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         Amended  and  Restated  AetherWorks  Corporation  1997 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.


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, as amended;

                  (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;  that

                                       5
<PAGE>


paragraphs (a)(1)(i) and PROVIDED, HOWEVER, (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, as amended, 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, as amended,  each filing of Netrix
Corporation's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act 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,  as amended,  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,  the
Registrant 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 this 27th day of July,
2000.

                                          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 Kendrich,  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           Chairman, Chief Executive        July 27, 2000
-------------------------       (Principal Executive Officer)
    STEVEN T. FRANCESCO


/s/ PETER J. KENDRICK         Vice President of Finance            July 27, 2000
-------------------------      and Administration and
    PETER J. KENDRICK         Chief Financial Officer
                            (Principal Financial Officer)


/s/ JENNIFER BELL-GORDON              Controller                   July 27, 2000
-------------------------    (Principal Accounting Officer)
    JENNIFER BELL-GORDON

                                       7
<PAGE>


/s/ DOUGLAS J. MELLO                   Director                    July 27, 2000
-------------------------
    DOUGLAS J. MELLO


/s/ RICHARD YALEN                      Director                    July 27, 2000
-------------------------
    RICHARD YALEN


/s/ ROBERT M. GLORIOSO                 Director                    July 27, 2000
-------------------------
    ROBERT M. GLORIOSO


/s/ THOMAS LIEBERMAN                   Director                    July 27, 2000
-------------------------
    THOMAS LIEBERMAN


/s/ BILL YUNDT                         Director                    July 27, 2000
-------------------------
    BILL YUNDT


/s/ JOHN M. FACCIBENE                  Director                    July 27, 2000
-------------------------
    JOHN M. FACCIBENE

                                       8

<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       Amended and Restated  AetherWorks  Corporation  1997 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.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 26131}]
{"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": "333-42608", "film-number": "682032"}, "business-address": {"street1": "13595 DULLES TECHNOLOGY DR", "city": "HERNDON", "state": "VA", "zip": "20171", "phone": "7037426000"}, "mail-address": {"street1": "13595 DULLES TECHNOLOGY DRIVE", "street2": "13595 DULLES TECHNOLOGY DRIVE", "city": "HERNDON", "state": "VA", "zip": "20171"}}
As filed with the Securities and Exchange Commission on July 28, 2000
                             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
         (State or Other Jurisdiction of Incorporation or Organization)
                                   54-1345159
                      (I.R.S. Employer Identification No.)

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

       AMENDED AND RESTATED AETHERWORKS CORPORATION 1997 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                Peter J. Kendrick
                             Chief Financial Officer
   Netrix Corporation, 13595 Dulles Technology Drive, Herndon, Virginia 20171
                     (Name and Address of Agent for Service)
                                 (703) 742-6000
          (Telephone Number, Including Area Code of Agent For Service)
                                  ------------

                                    COPY TO:
                              John T. Capetta, Esq.
                            KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                           Stamford, Connecticut 06901

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

                         CALCULATION OF REGISTRATION FEE
---------------------------- --------------------- ------------------------ -------------------------- -----------------------------

                                 Amount to be         Proposed Maximum          Proposed Maximum                Amount of
    Title of Securities         Registered(2)        Offering Price Per        Aggregate Offering            Registration Fee
     to be Registered                                     Share(3)                  Price(3)
---------------------------- --------------------- ------------------------ -------------------------- -----------------------------
Common Stock,
par value $.05 per share(1)    1,826,372 Shares           $7.6875               $14,040,234.75                 $3,706.62
---------------------------- --------------------- ------------------------ -------------------------- -----------------------------
(1)  Pursuant  to Rule 416 of the  Securities  Act of  1933,  as  amended,  this
     Registration  Statement  shall also cover any  additional  shares of Common
     Stock which become  issuable  under the Plan being  registered  pursuant to
     this Registration  Statement by reason of any stock dividend,  stock split,
     recapitalization  or any other  similar  transaction  which  results  in an
     increase  in the number of the  Registrant's  outstanding  shares of Common
     Stock.

(2)  The Registrant is  registering  1,826,372  shares of its Common Stock,  par
     value $.05 per share,  for  issuance  pursuant to the Amended and  Restated
     AetherWorks Corporation 1997 Stock Option Plan.

(3)  Estimated in accordance  with Rules 457(c) and 457(h) under the  Securities
     Act of  1933,  as  amended,  solely  for the  purpose  of  calculating  the
     registration  fee.  Computation is based upon the  Registrant's  good faith
     estimate  of the value of its Common  Stock  based upon the  average of the
     high and low prices of the  Registrant's  Common  Stock as  reported on the
     Nasdaq National Market on July 27, 2000.

                                EXPLANATORY NOTE

     Pursuant to an Agreement and Plan of Merger, dated December 31, 1999, among
the Registrant, Nx1 Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of the Registrant ("Nx1"), and AetherWorks  Corporation,  a Minnesota
Corporation ("AetherWorks"), among other things, (i) AetherWorks merged with and
into Nx1 (ii) each share of common stock of AetherWorks,  issued and outstanding
immediately  prior to the effective  time of the merger was  converted  into the
right to receive  1.377 shares of common stock of  Registrant,  and (iii) at the
effective  time of the  merger,  all of the  issued and  outstanding  options to
acquire  AetherWorks' common stock pursuant to the AetherWorks  Corporation 1997
Stock Option Plan  (subsequently  amended and restated)  were converted into the
right to receive that number of options to acquire  shares of the common  stock,
par value $.05, of Registrant.

================================================================================
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part 1 of Form
S-8 (plan  information  and  registrant  information  and  employee  plan annual
information)  will be sent or given to employees as specified by Securities  and
Exchange  Commission (the "Commission") Rule 428(b)(1).  Such documents need not
be filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the  requirements  of Section 10(a) of the Securities Act of 1933, as
amended (the "Securities Act").

                                     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  Current Report on Form 8-K/A (filed with the
Commission on May 30, 2000);

         (b) Netrix Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, as filed with the Commission on March 30, 2000, and the
amendment thereto filed on Form 10-K/A on May 1, 2000;

         (c) Netrix Corporation's  Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 (filed with the Commission on May 15, 2000);

         (d) Netrix  Corporation's  Current  Report on Form 8-K (filed  with the
Commission on March 31, 2000);

         (e) Netrix  Corporation's  Current  Report on Form 8-K (filed  with the
Commission on February 23, 2000);

         (f) Netrix  Corporation's  Current  Report on Form 8-K (filed  with the
Commission on February 7, 2000);

         (g) Netrix  Corporation's  Current  Report on Form 8-K (filed  with the
Commission on January 14, 2000); and

         (h) 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

                                      -2-
Commission  on  September  18,  1992,  pursuant to Section 12 of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

         All reports and definitive  proxy or information  statements  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 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)

                                       3
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.

         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
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         Amended  and  Restated  AetherWorks  Corporation  1997 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.

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, as amended;

                  (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;  that

                                       5
paragraphs (a)(1)(i) and PROVIDED, HOWEVER, (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, as amended, 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, as amended,  each filing of Netrix
Corporation's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act 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,  as amended,  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,  the
Registrant 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 this 27th day of July,
2000.

                                          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 Kendrich,  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           Chairman, Chief Executive        July 27, 2000
-------------------------       (Principal Executive Officer)
    STEVEN T. FRANCESCO

/s/ PETER J. KENDRICK         Vice President of Finance            July 27, 2000
-------------------------      and Administration and
    PETER J. KENDRICK         Chief Financial Officer
                            (Principal Financial Officer)

/s/ JENNIFER BELL-GORDON              Controller                   July 27, 2000
-------------------------    (Principal Accounting Officer)
    JENNIFER BELL-GORDON

                                       7
/s/ DOUGLAS J. MELLO                   Director                    July 27, 2000
-------------------------
    DOUGLAS J. MELLO

/s/ RICHARD YALEN                      Director                    July 27, 2000
-------------------------
    RICHARD YALEN

/s/ ROBERT M. GLORIOSO                 Director                    July 27, 2000
-------------------------
    ROBERT M. GLORIOSO

/s/ THOMAS LIEBERMAN                   Director                    July 27, 2000
-------------------------
    THOMAS LIEBERMAN

/s/ BILL YUNDT                         Director                    July 27, 2000
-------------------------
    BILL YUNDT

/s/ JOHN M. FACCIBENE                  Director                    July 27, 2000
-------------------------
    JOHN M. FACCIBENE

                                       8
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       Amended and Restated  AetherWorks  Corporation  1997 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.