As filed with the Securities and Exchange Commission on May 10, 2000
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                      (including registration of shares for
                    resale by means of a Form S-3 Prospectus)
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                 EUPHONIX, INC.
             (Exact name of Registrant as specified in its charter)

                 California                              77-0189481
          (State of incorporation)                    (I.R.S. Employer
                                                       Identification Number)
                               220 Portage Avenue
                           Palo Alto, California 94306
          (Address, including zip code, of principal executive offices)

                                 1999 Stock Plan
                            (Full Title of the Plan)

                                 Barry Margerum
                                 Euphonix, Inc.
                               220 Portage Avenue
                           Palo Alto, California 94306
                     (Name and address of agent for service)

                                 (650) 855-0400
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                               John V. Roos, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304


<TABLE>
<CAPTION>
<S>     <C>                              <C>

                         CALCULATION OF REGISTRATION FEE
===================================================================
                                                   Amount
         Title of Securities to                    to be
             be Registered                       Registered
========================================= =========================
 Common Stock....... $0.001 par value             750,000
========================================= =========================
<C>                     <C>                    <C>
=================================================================
   Proposed Maximum       Proposed Maximum
   Offering Price            Aggregate            Amount of
    Per Share(1)         Offering Price(2)     Registration Fee
====================== ====================== ===================
 $   1.025              $   3.586              $ 263.90
====================== ====================== ===================
</TABLE>

(1) The Proposed Maximum Offering Price Per Share was estimated in part pursuant
to Rule 457(h) under the Securities Act, and, in part,  pursuant to Rule 457 (c)
under the  Securities  Act. With respect to 541,000  shares which are subject to
outstanding  options to  purchase  Common  Stock  under the 1999 Stock Plan (the
"Plan"), the Proposed Maximum Offering Price Per Share was estimated pursuant to
Rule 457(h)  under which Rule the per share price of options and stock  purchase
rights to purchase  stock under an employee  benefit  plan may be  estimated  by
reference to the exercise price of such options and rights. The weighted average
exercise price of the 541,000 subject to outstanding options and issued pursuant
to the exercise of stock purchase rights under the Plan is $1.025.  With respect
to 124,093 shares of Common Stock available for future grant under the Plan, the
estimated  Proposed  Maximum  Aggregate  Offering  Price Per Share was estimated
pursuant to Rule 457(c)  whereby the per share price was determined by reference
to the average  between the high and low price  reported in the Nasdaq  National
Market on May 5, 2000, which average was $3.586. The number referenced above in
the table entitled  "Proposed  Maximum  Offering  Price per Share"  represents a
weighted average of the foregoing estimates  calculated in accordance with Rules
457 (h) and 457(c).


<PAGE>


                                EXPLANATORY NOTE

         This Registration  Statement relates to (i) the resale of 84,907 shares
of Common  Stock  previously  issued  under our 1999 Stock Plan and (ii) 750,000
shares of Common  Stock to be issued in the future upon the  exercise of options
or the purchase of stock under our 1999 Stock Plan.


























                                       1
<PAGE>


         You should rely only on the information contained in or incorporated by
reference in this prospectus.  We have not authorized anyone to provide you with
information  different from that contained in this  prospectus.  Certain selling
stockholders  are offering to sell Shares and seeking  offers to buy Shares only
in jurisdictions where offers and sales are permitted. The information contained
in or  incorporated  by reference in this  prospectus is accurate only as of the
date of this  prospectus,  regardless of the time of delivery of this prospectus
or any sale of the Shares.



                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

         We file  reports,  proxy  statements  and  other  information  with the
Commission  in  accordance  with the  Securities  and  Exchange Act of 1934 (the
"Exchange Act").  You may read and copy our reports,  proxy statements and other
information filed by us at the public reference  facilities of the Commission in
Washington,  D.C., New York, New York,  and Chicago,  Illinois.  Please call the
Commission at 1-800-SEC-0330 for further  information about the public reference
rooms.  Our  reports,  proxy  statements  and other  information  filed with the
Commission  are  available to the public over the  Internet at the  Commission's
World Wide Web site http://www/sec/gov.

         This Prospectus  constitutes a part of a Registration Statement on Form
S-8  (including  registration  of  shares  for  resale  by  means  of a Form S-3
Prospectus) (herein,  together with all amendments and exhibits,  referred to as
the  "Registration  Statement")  filed  by us  with  the  Commission  under  the
Securities Act of 1933 (the "Securities  Act"). This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which  are  omitted  in  accordance  with  the  rules  and  regulations  of  the
Commission.  For further  information  with respect to us and the 84,907  shares
(the "Shares"),  refer to the Registration Statement. The Registration Statement
may be inspected at the public reference facilities maintained by the Commission
at the  locations  set forth in the preceding  paragraph.  Statements  contained
herein concerning any document filed as an exhibit are not necessarily complete,
and, in each instance, refer to the copy of such document filed as an exhibit to
the Registration Statement. Each such statement is qualified in its entirety by
such reference.

                                   THE COMPANY

         We develop, manufacture and support networked digital audio systems for
music, film & TV post-production,  broadcast, sound reinforcement and multimedia
applications.  Our core products today consist of high performance digital audio
consoles,   digital-control   analog  audio  consoles,   disk-based  multi-track
recorders  and audio format  converters.  Our products are used to produce audio
content for  entertainment  industry markets  including music and CD's, film and
television audio  post-production,  television and radio broadcast,  concert and
theater sound  reinforcement,  multimedia  and the Internet.  We are an industry
leader in providing  software-driven  functionality  that serves to automate and
streamline the audio production process,  while providing high quality audio and
extended  functionality  relative to the current audio industry  standards.  Our
high  performance  audio systems play a major role in the  production of popular
music, motion picture and television projects.





                                       2
<PAGE>


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Some  of the  statements  under  "The  Company,"  "Risk  Factors,"  and
elsewhere  in  this  prospectus  constitute  forward-looking  statements.  These
statements  involve known and unknown  risks,  uncertainties,  and other factors
that may  cause  our or our  industry's  actual  results,  levels  of  activity,
performance or achievements to be materially  different from any future results,
levels of activity,  performance or  achievements  expressed or implied by these
forward-looking  statements.  In some cases,  you can  identify  forward-looking
statements by terminology such as "may," "will," "should,"  "expects,"  "plans,"
"anticipates,"  "believes,"  "estimates," "predicts," "potential," "continue" or
the negative of these terms or other comparable terminology.

         Although   we  believe   that  the   expectations   reflected   in  the
forward-looking  statements are reasonable,  we cannot guarantee future results,
levels of activity,  performance or achievements.  Moreover,  neither we nor any
other person assumes  responsibility  for the accuracy and completeness of these
statements. We are under no duty to update any of the forward-looking statements
after the date of this prospectus to conform these statements to actual results.





















                                       3
<PAGE>


                                   PROSPECTUS



                                  84,907 Shares

                                 EUPHONIX, INC.

                                  Common Stock



         This  Prospectus  relates  to  84,907  shares  of the  common  stock of
Euphonix,  Inc.,  which  may be  offered  from time to time by  certain  selling
stockholders of the Company.  We will receive no part of the proceeds from sales
of the shares.  The shares were acquired by the selling  stockholders  under our
1999 Stock Plan.

         Our common  stock is listed on the  Nasdaq  National  Market  under the
symbol  "EUPH".  Our common stock was initially sold to the public at a price of
$8.00 per share on August 22, 1995.



         See "Risk Factors" on page 5 for information  that should be considered
by prospective investors.



         The Securities and Exchange  Commission  (the  "Commission")  and state
securities  regulators  have not approved or disapproved  these  securities,  or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.



                  The date of this  Prospectus is May 10, 2000.












                                       4
<PAGE>

                   INFORMATION REQUIRED IN FORM S-3 PROSPECTUS
                                     PART I

Item 3.    Risk Factors

         This  offering and any  investment  in our common stock  involve a high
degree of risk. You should carefully  consider the risks described below and all
of the  information  contained in this  prospectus  before  deciding  whether to
purchase our common stock.  If any of the following  risks actually  occur,  our
business,  financial  condition and results of operations  could be harmed.  The
trading price of our common stock could decline, and you may lose all or part of
your investment in our common stock.

                   Factors Affecting Future Operating Results

         Because we rely on sales of our base system for a  significant  portion
of our revenues,  factors  materially  affecting the base system will  adversely
affect our business and operations.

         Historically,  we have derived virtually all of our revenues from sales
of our digitally  controlled audio mixing console system,  which system is based
upon our hardware  platform.  We believe  that sales of this system,  along with
enhancements thereof, and the R-1 recorder and new System 5 digital console will
continue to constitute a significant portion of our revenues. It is expected for
the foreseeable  future that a greater portion of our revenue will come from the
new System 5 digital console.  Accordingly,  any factor adversely  affecting our
base system, whether technical,  competitive or otherwise, could have a material
adverse effect on our business and results of operations.

         We may require obtaining additional financing to fund operations.

         Our ability to fund operations through March 31, 2001 is dependent upon
achievement  of our operating  plan.  If we do not attain our operating  plan we
will obtain  additional  financing or cut expenses.  We believe that  additional
debt or equity  financing will be available from existing  investors and others.
However,  there can be no assurance as to the terms and  conditions  of any such
financing  and no  certainty  that funds would be  available  when  needed.  The
inability to obtain additional  financing,  if needed, would be likely to have a
material adverse effect on us. To the extent that any future financing  involves
the sale of our  equity  securities,  our then  existing  shareholders  could be
substantially diluted.

         Revenues  come  from a  limited  number  of sales  and are  subject  to
changing market factors that may result in significant fluctuations in operating
results.

         A  limited  number  of  our  system  sales  typically   account  for  a
substantial  percentage of our quarterly  revenue because of the relatively high
average sales price of such systems.  Moreover,  our expense levels are based in
part on our  expectations  of future  revenue.  Therefore,  if  revenue is below
expectations,  our  operating  results are likely to be adversely  affected.  In
addition,  the  timing of revenue is  influenced  by a number of other  factors,
including the timing of individual  orders and shipments,  industry trade shows,
seasonal customer buying patterns,  changes in product development and sales and
marketing expenditures,  custom financing  arrangements,  production limitations
and international  sales activity.  Because our operating  expenses are based on
anticipated  revenue levels and a high percentage of our expenses are relatively
fixed in the short  term,  variations  in the timing of  recognition  of revenue
could cause  significant  fluctuations  in  operating  results  from  quarter to
quarter and may result in unanticipated quarterly earnings shortfalls or losses.


                                       5
<PAGE>

         If  we do  not  successfully  develop  and  improve  new  and  existing
technologies  and products,  we could  experience a decline in sales and loss of
market share.

         The markets for our systems are characterized by changing  technologies
and new product  introductions.  Our future success will depend in part upon our
continued  ability  to enhance  our base  system  with  features  including  new
software  and  hardware  add-ons  and to develop or acquire  and  introduce  new
products  and  features  which meet new market  demands  and  changing  customer
requirements  on a timely basis.  We are currently  designing and developing new
products,  primarily in the areas of recording,  editing and mixing functions of
sound production as well as digital audio processing and networking  systems. In
addition,  there can be no assurance that products or technologies  developed by
others will not render our products or technologies non-competitive or obsolete.

         If we do not gain  market  share in the  music  market as well as other
target markets, we may not remain competitive.

         Historically,  our primary market success has been in the music segment
of the  professional  audio market.  In order for us to grow, we believe that we
must  continue to gain market share in the music market  segment,  as well as in
our other targeted  market  segments.  There can be no assurance that we will be
able to compete  favorably  in all market  segments.  Our  inability  to compete
favorably  could have a material  adverse  effect on our business and results of
operations.   The  markets  for  our  products  are  intensely  competitive  and
characterized by significant price  competition.  We believe that our ability to
compete  depends on elements both within and outside our control,  including the
success and timing of new product  development  and  introduction  by us and our
competitors, product performance and price, distribution,  availability of lease
or other financing alternatives, resale of used systems and customer support.

         If suppliers and  manufacturers do not provide timely  performance,  we
may not meet demand which could have an adverse effect on our business.

         Currently,  we use many sole or limited  source  suppliers,  certain of
which are critical to the integrated circuits included in our base system. Major
delays or terminations  in supplies of such components  could have a significant
adverse  effect on our  timely  shipment  of our  products,  which in turn would
adversely affect our business and results of operations.  We also rely on single
vendors to  manufacture  major  subassemblies  for our  products.  Any  extended
interruption  in the  future  supply or  increase  in the cost of  subassemblies
manufactured  by its primary or other third party  vendors could have a material
adverse effect on our business and results of operations.

         We may be unable to comply with changing product  standards which would
negatively impact business.

         In addition,  as  different  electrical,  radiation or other  standards
applicable  to our  products  are  adopted in  countries,  including  the United
States,  or groups of  countries in which we sell our  products,  our failure to
modify our  products,  if  necessary,  and to comply with such  standards  would
likely have an adverse effect on our business and results of operation.





                                       6
<PAGE>



         Misappropriation  by others  of our  trademarks  and other  proprietary
rights could harm our reputation,  affect our competitive  position and cause us
to incur significant costs to defend our rights.

         We generally rely on a combination  of trade secret,  copyright law and
trademark  law,  contracts and  technical  measures to establish and protect our
proprietary  rights in our products and technologies.  However,  we believe that
such measures  provide only limited  protection of our proprietary  information,
and there is no  assurance  that  such  measures  will be  adequate  to  prevent
misappropriation.  In addition,  significant  and  protracted  litigation may be
necessary to protect our intellectual property rights, to determine the scope of
the  proprietary  rights of others or to defend against claims of  infringement.
There can be no assurance that third-party claims alleging infringement will not
be  asserted  against us in the future.  Any such  claims  could have a material
adverse effect on our business and results of operations.

         If we lose key personnel or are unable to attract and retain additional
personnel when needed, we may not be able to successfully operate our business.

         Our success  depends,  in part, on our ability to retain key management
and technical  employees and our continued  ability to attract and retain highly
skilled personnel. In addition, our ability to manage any growth will require us
to continue  to improve and expand our  management,  operational  and  financial
systems and controls.  If our management is unable to manage growth effectively,
our business and results of operations will be adversely affected.

         There may be an adverse effect on revenues due to changes in accounting
requirements of the Commission.

         The  Commission  staff  addresses  several  issues in Staff  Accounting
Bulletin ("SAB") No. 101,  including the timing for recognizing  revenue derived
from  selling   arrangements  that  involve   contractual   customer  acceptance
provisions and installation of the product occurs after shipment and transfer of
title. Our existing revenue  recognition  policy is to recognize  revenue at the
time the customer takes title to the product, generally at the time of shipment,
because we have routinely met our installation obligations and obtained customer
acceptance.  Applying  the  requirements  of SAB No. 101 to our present  selling
arrangements  for the sale of equipment  may require a change in our  accounting
policy for revenue  recognition  and the deferral of the  recognition of revenue
from such  equipment  sales until  installation  is complete and accepted by the
customer.  The  effect  of such a  change,  if  any,  must  be  recognized  as a
cumulative  effect of a change in accounting no later than our second quarter of
our fiscal year  ending on  December  31,  2000.  At the current  time it is not
possible  to  determine  the  effect  this  change  will have on our  results of
operations.

         There may be  significant  fluctuations  in  operating  results and our
Common  Stock may be  materially  adversely  affected  by these  and other  risk
factors.

         As a result of these and other factors, we have experienced significant
quarterly   fluctuations   in  operating   results  and  anticipate  that  these
fluctuations will continue in future periods.  There can be no assurance that we
will be successful in  maintaining  or improving our  profitability  or avoiding
losses in any future  period.  Further,  it is likely that in some future period
our net revenues or operating  results will be below the  expectations of public
market securities analysts and investors. In such event, the price of our Common
Stock would likely be materially adversely affected.



                                       7
<PAGE>



Item 4.    Use of Proceeds

         We will not  receive any of the  proceeds  from the sale of the Shares.
All proceeds  from the sale of the Shares will be for the account of the Selling
Stockholders,  as  described  below.  See  "Selling  Stockholders"  and "Plan of
Distribution" described below.

Item 7.    Selling Stockholders

         Barry L.  Margerum  is our Chief  Executive  Officer,  President  and a
director and he owns 26,181 shares of Common Stock. Paul L. Hammel is our Senior
Vice President of Operations,  and he owns 28,667 shares of Common Stock.  Scott
W. Silfvast is our Chief Product  Officer and director and he owns 13,090 shares
of Common Stock.  Thomas C. Fristoe,  until July 1999, was our Vice President of
World Wide  Sales and  Marketing  Communications  and he owns  16,969  shares of
Common Stock. The Selling Stockholders do not beneficially own,  individually or
in the  aggregate,  more than 1% of our  outstanding  Common Stock prior to this
offering.  The following table shows the names of the Selling  Stockholders  and
the number of Shares able to be sold by them pursuant to this Prospectus:
<TABLE>
<CAPTION>
<S>      <C>                                           <C>


                                                            No. of Shares to be
                               Name                            Registered
         ______________________________________________     ________________
         Barry L. Margerum                                       26,181
         ----------------------------------------------
         Paul L. Hammel                                          28,667
         ----------------------------------------------
         Scott W. Silvfast                                       13,090
         ----------------------------------------------
         Thomas C. Fristoe                                       16,969
         ----------------------------------------------       -----------

                                               TOTAL             84,907
                                                              -----------
                                                              -----------

</TABLE>













                                       8
<PAGE>


Item 8.    Plan of Distribution

         The Selling  Stockholders  may sell all or a portion of the shares from
time to time on the  Nasdaq  National  Market for their own  accounts  at prices
prevailing  in the  public  market  at the  times  of such  sales.  The  Selling
Stockholders  may also  make  private  sales  directly  or  through  one or more
brokers.  These  brokers  may  act  as  agents  or as  principals.  The  Selling
Stockholders  will pay all sales commissions and similar expenses related to the
sale of the shares.  We will pay all expenses related to the registration of the
shares.

         The Selling  Stockholders  and any broker  executing  selling orders on
behalf of the Selling  Stockholders may be considered "an underwriter" under the
Securities Act. As a result,  commissions received by a broker may be treated as
underwriting   commissions   under  the   Securities   Act.  Any   broker-dealer
participating  as an agent in that kind of transaction  may receive  commissions
from the selling stockholders and from any purchaser of shares.

         Underwriters,  dealers and agents may be entitled to indemnification by
us against certain civil liabilities, including liabilities under the Securities
Act. Underwriters,  dealers and agents also may be entitled to contribution with
respect  to  payments  made  by  the  underwriters,  dealers  or  agents,  under
agreements between us and the underwriters, dealers and agents.

         Any  securities  covered  by this  Prospectus  that  qualify  for  sale
pursuant to Rule 144 under the Securities Act may be sold under that Rule rather
than  pursuant to this  Prospectus.  There can be no assurance  that the Selling
Stockholders  will  sell  any or  all of the  Shares  of  Common  Stock  offered
hereunder.

Item 10. Interests of Named Experts and Legal Matters.

         The financial  statements  incorporated in this Prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 1999 have been
so  incorporated  in  reliance  on the  report  of  PricewaterhouseCoopers  LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting.

         The financial  statements  incorporated in this Prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 1998 have been
so  incorporated  in  reliance  on the report of Ernst & Young LLP,  independent
auditors,  given on the  authority  of said  firm as  experts  in  auditing  and
accounting.

         The  validity  of the Shares of Common  Stock  offered  hereby  will be
passed upon by Wilson Sonsini Goodrich & Rosati, Professional Corporation,  Palo
Alto, California, our counsel.

Item 12.     Information Incorporated by Reference

         The  following   documents   filed  with  the   Commission  are  hereby
incorporated  by reference in this  Prospectus:

         (1) Our latest annual report on Form 10-K for the fiscal year ended
December 31, 1999, pursuant to Section 13 of the Exchange  Act.

                                       9
<PAGE>

         (2) Our latest  quarterly  report on Form 10-Q for the fiscal quarter
ended March 31, 2000,  pursuant to Section 13 of the Exchange  Act.

         (3) The  description  of our Common  Stock to be offered  hereby is
contained in our Registration  Statement on Form 8-A filed with the  Commission
on July 24, 1995 pursuant to Section 12(g) of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

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



























                                       10
<PAGE>


             INFORMATION REQUIRED IN FORM S-8 REGISTRATION STATEMENT
                                     PART II



Item 3.    Incorporation of Documents by Reference.

         The  following  documents  and  information  previously  filed with the
Commission  by us are hereby  incorporated  by  reference  in this  Registration
Statement:

        (1) Our latest  annual report on Form 10-K for the fiscal year ended
December  31, 1999,  pursuant to Section 13 of the Exchange  Act.

        (2) Out latest quarterly report on Form 10-Q for the fiscal year ended
March 31, 2000, pursuant to Section 13 of the Exchange Act.

        (3) The description of our Common Stock to be offered hereby is
contained in our Registration Statement on Form 8-A filed with the  Securities
and Exchange  Commission  on July 24, 1995  pursuant to Section 12(g) of the
Exchange  Act,  including  any  amendment  or report filed for the purpose of
updating such description.

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

Item 6.    Indemnification of Directors and Officers.

         We have  adopted  provisions  in our Amended and  Restated  Articles of
Incorporation  which (i) eliminate the personal liability of our directors to us
and our  shareholders  for  monetary  damages  arising  from a  breach  of their
fiduciary  duties in certain  circumstances;  and (ii) authorize us to indemnify
our  directors  and  officers  to the  fullest  extent  permitted  by law.  Such
limitation of liability does not affect the availability of equitable  remedies,
such as injunctive relief or rescission. In addition, our bylaws provide that we
shall  indemnity our directors and officers to the fullest  extent  permitted by
California  law. We have entered into separate  indemnification  agreements with
each of our officers and  directors  that contain  provisions  which are in some
respects broader than the specific  indemnification  provisions contained in the
California  Corporations  Code. The  indemnification  agreements may require us,
among other things,  to indemnify  such officers and directors  against  certain
liabilities  that may arise by reason of their status or service as directors or
officers (other than liabilities  arising from willful  misconduct of a culpable
nature),  to  advance  their  expenses  incurred  as a result of any  proceeding
against them as to which they could be indemnified, and to obtain director's and
officer's insurance, if available on reasonable terms.

Item 7.    Exemption from Registration Claimed.

           The  84,907   shares  of  Common   Stock  to  be  resold  by  Selling
Stockholders  pursuant to the  Prospectus  prepared in accordance  with Form S-3
were issued by us to the Selling  Shareholders  pursuant  to an  exemption  from
registration  under the  Securities  Act by virtue of Section 4(2) thereof.  The
Selling Shareholders  represented the Selling Shareholders intentions to acquire
the securities for investment only and not with a view to distribution  thereof.


                                       11
<PAGE>


The Selling  Shareholders had access, by means of their relationship with us, to
sufficient information to make an informed decision.

Item 8.  Exhibits.
<TABLE>
<CAPTION>
<S>     <C>                <C>

         Exhibit
         Number                             Description
-------------------------- ----------------------------------------------------
         4.1(1)            1999 Stock Plan
         4.2(1)            Form of Stock Option Agreement
         4.3(1)            Form of Notice of Grant of Stock Purchase Right
           4.4             Form of Common Stock Equivalent Agreement
           5.1             Opinion  of Wilson  Sonsini  Goodrich & Rosati, P.C.,
                           as to  legality  of  securities  being registered
          23.1             Consent of PricewaterhouseCoopers LLP, Independent
                           Accountants.
          23.2             Consent of Ernst & Young LLP, Independent Auditors.
          23.3             Consent of Counsel (contained in Exhibit 5.1)
          24.1             Power of Attorney (see Page 14)
</TABLE>

(1) These  documents  are  incorporated  by  reference  in our Form 10-K for the
fiscal year ended December 31, 1999,  pursuant to Section 13 of the Exchange Act
filed with the Commission.

Item 9.    Undertakings.

     (a)      We hereby undertake:

             (1) To file, during any  period in which offers or sales are being
made, a post-effective  amendment to this registration statement 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 informa-
tion 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.

     (b)     We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our 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 may be permitted to our directors,  officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such indemnifica-
tion  is against public policy as expressed in the Securities Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against


                                       12
<PAGE>


such liabilities (other than the  payment by us of  expenses incurred or paid by
a  director, officer or controlling person 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,  we will, unless in
the opinion of our 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.

































                                       13
<PAGE>








                                   SIGNATURES

         Pursuant to the  requirements of the Securities Act of 1933, we certify
that we have reasonable  grounds to believe that we meet all of the requirements
for filing on Form S-8 and have duly caused this  registration  statement  to be
signed on our behalf by the undersigned,  thereunto duly authorized, in the City
of Palo Alto, State of California, on May 10, 2000.

                                 EUPHONIX, INC.


                                 By: /s/BARRY L. MARGERUM
                                    _________________________________
                                    Barry Margerum, President and Chief
                                    Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints Barry Margerum and Deiter Meier, 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 to perform any acts necessary in order to file such amendments, and each
of the  undersigned  does hereby ratify and confirm all that said  attorneys and
agents,  or  their  or his or her  substitutes,  shall do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C>                        <C>                              <C>



             SIGNATURE                  TITLE                        DATE

/s/BARRY L. MARGERUM            Chief Executive Officer,          May 10, 2000
---------------------------     President and Director
Barry L. Margerum               (principal executive officer
                                 and principal financial and
                                 accounting officer)

/s/ DIETER MEIER                Chairman of the Board             May 10, 2000
---------------------------
Dieter Meier

/s/ PAUL L. HAMMEL              Senior Vice President of          May 10, 2000
---------------------------     Operations
Paul L. Hammel

/s/ HARRIET N. DIETZ            Controller (Principal Accounting  May 10, 2000
---------------------------     Officer)
Harriet N. Dietz

/s/ ROBERT F. KUHLING, JR       Director                          May 10, 2000
---------------------------
Robert F. Kuhling, Jr.




                                       14
<PAGE>
           SIGNATURE                   TITLE                         DATE

/s/ JAMES DOBBIE                Director                          May 10, 2000
---------------------------
James Dobbie

/s/ STEPHEN JACKSON             Director                          May 10, 2000
---------------------------
Stephen Jackson


/s/ SCOTT W. SILFVAST           Chief Product Officer and         May 10, 2000
---------------------------     Director
Scott W. Silfvast


</TABLE>





















                                       15
<PAGE>

                                                                   Exhibit 4.4

                                 EUPHONIX, INC.

                                 1999 STOCK PLAN

                        COMMON STOCK EQUIVALENT AGREEMENT



         This Common Stock Equivalent  Agreement (the  "Agreement") is made this
___ day of _______,  ____, by and between  Euphonix,  Inc. (the  "Company")  and
_________________________________  (the  "Recipient").  Unless otherwise defined
herein,  the terms  defined  in the Plan shall  have the same  defined  meanings
herein.

         NOW, THEREFORE, the parties agree as follows:

         1. Award.  Pursuant to this Agreement and Section 12(a) of the Plan,
The Company hereby credits a bookkeeping  account in the  Recipient's  name (the
"Account") with ______________ Common Stock Equivalents.  Each such Common Stock
Equivalent is an unfunded and  unsecured  promise to the  Recipient, giving him
or her the right to  receive  in the  future  a share of the  Company's Common
Stock.

         2. Vesting.  _____________of the Common Stock Equivalents subject to
this Agreement shall vest on  ___________________,  subject to  Recipient's
continuing to be a Service Provider on such dates.

         3. Conversion. On __________, _____, the Company shall  deliver  to the
Recipient (or to  his or her designated  beneficiary, executor or administrator,
in the event of his or her death) a number of Shares equal to (and rounded down
to) the whole  number of Common  Stock  Equivalents vested pursuant to Section 2
above and credited to the Account.

         4.  Designation of  Beneficiary;   Nontransferability.

            (a)  Designation  of  Beneficiary.  The Recipient shall have the
right by will to designate one or more beneficiaries to receive any Shares
deliverable  pursuant to Section 2 above.  If no beneficiary shall be designated
or, having been designated,  shall not be living at the time delivery  of the
Shares is to be made,  the  balance  of the  Shares shall be delivered to the
Recipient's executor or administrator and shall constitute part of the
Recipient's  estate.  If the  Company  determines  that a person to whom Shares
are to be delivered is a minor or is mentally or physically  incapable of
receiving  or caring for the Shares that would  otherwise  be  delivered to such
person, the Shares may be applied for the benefit of the person (with or without
the  intervention of a guardian or committee) or, in the case of a minor, may be
delivered to a custodian for the minor under the California  Uniform Transfer to
Minors Act, to the parents or a parent of the minor,  to a legal guardian of the
minor,  or any other  person who may have the  estate or custody of the  minor's
person.  Any such delivery shall be a complete  discharge of the  liabilities of
the Company under this Agreement.

          (b) Nontransferability.  Except as provided in subsection (a), the
rights of the Recipient under this Agreement are personal to him or her and no
right or  benefit  under  this  Agreement  shall be subject to anticipation,


<PAGE>

alienation,  sale,  assignment,  pledge  or  encumbrance  by  the Recipient  or
anyone on his or her behalf and shall not be liable for the debts, contracts,
liabilities,  engagements  or torts of the  Recipient.  Neither this Agreement
nor the  establishment  of the Account shall create or be construed to create a
trust or asset segregation of any kind for the benefit of the Recipient to
create  any form of  fiduciary  relationship  between  the  Company  and the
Recipient,   his  named  beneficiary  or  executor  or  administrator,   as  the
relationship  created by this Agreement is that of a general creditor.

        5. Title and Beneficial Ownership. Title to and beneficial ownership of
all assets in the Account  shall at all times remain with the Company,  and
neither the  Recipient nor his named  beneficiary or executor or administrator
shall have any property interest whatsoever in any specific assets of the
Company.

        6. Entire Agreement; Governing  Law. The Plan is incorporated  herein by
reference.  This  Agreement shall in all respects be subject to the terms,
definitions and provisions of the Plan. The Plan and this Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their  entirety all prior  undertakings and agreements of the
Company and the Recipient with respect to the  subject  matter  hereof, and may
not be  modified  expect by means of a writing  signed  by the  Company and the
Recipient.  This Agreement shall be governed by California law, except for that
body of law pertaining to conflicts of laws.

         THE RECIPIENT  ACKNOWLEDGES  AND AGREES THAT NOTHING IN THIS  AGREEMENT
NOR THE  PLAN  SHALL  CONFER  UPON THE  RECIPIENT  ANY  RIGHT  WITH  RESPECT  TO
CONTINUATION OF HIS OR HER EMPLOYMENT.

         By your  signature and the  signature of the  Company's  representative
below, you and the Company agree that this grant of Common Stock  Equivalents is
granted  under and  governed  by the terms and  conditions  of the Plan and this
Common  Stock  Equivalent  Agreement.  Recipient  has reviewed the Plan and this
Common Stock Equivalent Agreement in their entirety,  and has had an opportunity
to obtain the advice of counsel prior to executing this Common Stock  Equivalent
Agreement and fully understands all provisions of the Plan and this Common Stock
Equivalent Agreement.  Recipient hereby agrees to accept as binding,  conclusive
and  final  all  decisions  or  interpretations  of the  Administrator  upon any
questions relating to the Plan and this Common Stock Equivalent Agreement.



RECIPIENT                                      EUPHONIX, INC.



_______________________________________        By:______________________________

Date:__________________________________        Its:_____________________________







<PAGE>



                                                                    EXHIBIT 5.1




                                  May 10, 2000




Euphonix, Inc.
220 Portage Avenue
Palo Alto, CA  94306

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         We  have  examined  the   Registration   Statement  on  Form  S-8  (the
"Registration  Statement")  to be filed by you with the  Securities and Exchange
Commission on or about May 10, 2000, in connection with the registration  under
the  Securities  Act of 1933, as amended,  of an aggregate of 750,000  shares of
your Common Stock (the "Future Issuance  Shares") reserved for issuance pursuant
to your  1999  Stock  Plan  (the  "Plan")  and an  aggregate  of  84,907  shares
registered on behalf of certain selling  stockholders listed in the Registration
Statement (the "Selling  Stockholder  Shares").  As your legal counsel,  we have
review the actions  proposed to be taken by you in connection  with the issuance
and sale of the Future Issuance Shares and the Selling Stockholder Shares.

         It is our opinion that the Future Issuance Shares, when issued and sold
in the manner  referred  to in the Plan and  pursuant  to the  agreements  which
accompany  the  Plan,  will be  legally  and  validly  issued,  fully  paid  and
non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement and further  consent to the use of our name wherever  appearing in the
Registration Statement, including any Prospectus constituting a part thereof and
any amendments thereto.

                                   Sincerely,

                                   WILSON SONSINI GOODRICH & ROSATI
                                   Professional Corporation

                                   /s/ Wilson Sonsini Goodrich & Rosati



<PAGE>




                                                                   EXHIBIT 23.1




                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We  hereby  consent  to  the  incorporation   by  reference  in  this
Registration Statement on Form S-8 of our report dated March 1, 2000 relating to
the financial statements,  which appear in Euphonix Inc.'s Annual Report on Form
10-K for the year ended  December 31, 1999.  We also consent to the reference to
us under the heading "Item 10. - Interests of Named  Experts and Legal  Matters"
in such Registration Statement.

         /s/ PricewaterhouseCoopers LLP



         San Jose, California
         May 10, 2000



<PAGE>                                                            EXHIBIT 23.2




                             CONSENT OF INDEPENDENT AUDITORS

         We consent to the  reference to our firm under the caption  "Item 10. .
Interests of Named  Experts and Legal  Matters " in the  Registration  Statement
(Form  S-8)  pertaining  to the 1999  Stock Plan of  Euphonix,  Inc.  and to the
incorporation  by  reference  therein of our report  dated  March 4, 1999,  with
respect to the consolidated  financial statements of Euphonix,  Inc. for the two
years ended  December 31, 1998 included in its Annual Report (Form 10-K) for the
year ended December 31, 1999, filed with the Securities and Exchange Commission.

         \s\ Ernst & Young, LLP



         San Jose, California
         May 10, 2000
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 48772}]
{"company-data": {"conformed-name": "EUPHONIX INC \\CA\\", "cik": "0000948640", "assigned-sic": "3651", "irs-number": "770189481", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36756", "film-number": "625605"}, "business-address": {"street1": "220 PORTAGE AVE", "city": "PALO ALTO", "state": "CA", "zip": "94306", "phone": "6508461138"}, "mail-address": {"street1": "220 PORTAGE AVENUE", "city": "PALO ALTO", "state": "CA", "zip": "94306"}}
As filed with the Securities and Exchange Commission on May 10, 2000
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                      (including registration of shares for
                    resale by means of a Form S-3 Prospectus)
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                 EUPHONIX, INC.
             (Exact name of Registrant as specified in its charter)

                 California                              77-0189481
          (State of incorporation)                    (I.R.S. Employer
                                                       Identification Number)
                               220 Portage Avenue
                           Palo Alto, California 94306
          (Address, including zip code, of principal executive offices)

                                 1999 Stock Plan
                            (Full Title of the Plan)

                                 Barry Margerum
                                 Euphonix, Inc.
                               220 Portage Avenue
                           Palo Alto, California 94306
                     (Name and address of agent for service)

                                 (650) 855-0400
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                               John V. Roos, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
CALCULATION OF REGISTRATION FEE
===================================================================
                                                   Amount
         Title of Securities to                    to be
             be Registered                       Registered
========================================= =========================
 Common Stock....... $0.001 par value             750,000
========================================= =========================
=================================================================
   Proposed Maximum       Proposed Maximum
   Offering Price            Aggregate            Amount of
    Per Share(1)         Offering Price(2)     Registration Fee
====================== ====================== ===================
 $   1.025              $   3.586              $ 263.90
====================== ====================== ===================
(1) The Proposed Maximum Offering Price Per Share was estimated in part pursuant
to Rule 457(h) under the Securities Act, and, in part,  pursuant to Rule 457 (c)
under the  Securities  Act. With respect to 541,000  shares which are subject to
outstanding  options to  purchase  Common  Stock  under the 1999 Stock Plan (the
"Plan"), the Proposed Maximum Offering Price Per Share was estimated pursuant to
Rule 457(h)  under which Rule the per share price of options and stock  purchase
rights to purchase  stock under an employee  benefit  plan may be  estimated  by
reference to the exercise price of such options and rights. The weighted average
exercise price of the 541,000 subject to outstanding options and issued pursuant
to the exercise of stock purchase rights under the Plan is $1.025.  With respect
to 124,093 shares of Common Stock available for future grant under the Plan, the
estimated  Proposed  Maximum  Aggregate  Offering  Price Per Share was estimated
pursuant to Rule 457(c)  whereby the per share price was determined by reference
to the average  between the high and low price  reported in the Nasdaq  National
Market on May 5, 2000, which average was $3.586. The number referenced above in
the table entitled  "Proposed  Maximum  Offering  Price per Share"  represents a
weighted average of the foregoing estimates  calculated in accordance with Rules
457 (h) and 457(c).
EXPLANATORY NOTE

         This Registration  Statement relates to (i) the resale of 84,907 shares
of Common  Stock  previously  issued  under our 1999 Stock Plan and (ii) 750,000
shares of Common  Stock to be issued in the future upon the  exercise of options
or the purchase of stock under our 1999 Stock Plan.

                                       1
You should rely only on the information contained in or incorporated by
reference in this prospectus.  We have not authorized anyone to provide you with
information  different from that contained in this  prospectus.  Certain selling
stockholders  are offering to sell Shares and seeking  offers to buy Shares only
in jurisdictions where offers and sales are permitted. The information contained
in or  incorporated  by reference in this  prospectus is accurate only as of the
date of this  prospectus,  regardless of the time of delivery of this prospectus
or any sale of the Shares.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

         We file  reports,  proxy  statements  and  other  information  with the
Commission  in  accordance  with the  Securities  and  Exchange Act of 1934 (the
"Exchange Act").  You may read and copy our reports,  proxy statements and other
information filed by us at the public reference  facilities of the Commission in
Washington,  D.C., New York, New York,  and Chicago,  Illinois.  Please call the
Commission at 1-800-SEC-0330 for further  information about the public reference
rooms.  Our  reports,  proxy  statements  and other  information  filed with the
Commission  are  available to the public over the  Internet at the  Commission's
World Wide Web site http://www/sec/gov.

         This Prospectus  constitutes a part of a Registration Statement on Form
S-8  (including  registration  of  shares  for  resale  by  means  of a Form S-3
Prospectus) (herein,  together with all amendments and exhibits,  referred to as
the  "Registration  Statement")  filed  by us  with  the  Commission  under  the
Securities Act of 1933 (the "Securities  Act"). This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which  are  omitted  in  accordance  with  the  rules  and  regulations  of  the
Commission.  For further  information  with respect to us and the 84,907  shares
(the "Shares"),  refer to the Registration Statement. The Registration Statement
may be inspected at the public reference facilities maintained by the Commission
at the  locations  set forth in the preceding  paragraph.  Statements  contained
herein concerning any document filed as an exhibit are not necessarily complete,
and, in each instance, refer to the copy of such document filed as an exhibit to
the Registration Statement. Each such statement is qualified in its entirety by
such reference.

                                   THE COMPANY

         We develop, manufacture and support networked digital audio systems for
music, film & TV post-production,  broadcast, sound reinforcement and multimedia
applications.  Our core products today consist of high performance digital audio
consoles,   digital-control   analog  audio  consoles,   disk-based  multi-track
recorders  and audio format  converters.  Our products are used to produce audio
content for  entertainment  industry markets  including music and CD's, film and
television audio  post-production,  television and radio broadcast,  concert and
theater sound  reinforcement,  multimedia  and the Internet.  We are an industry
leader in providing  software-driven  functionality  that serves to automate and
streamline the audio production process,  while providing high quality audio and
extended  functionality  relative to the current audio industry  standards.  Our
high  performance  audio systems play a major role in the  production of popular
music, motion picture and television projects.

                                       2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Some  of the  statements  under  "The  Company,"  "Risk  Factors,"  and
elsewhere  in  this  prospectus  constitute  forward-looking  statements.  These
statements  involve known and unknown  risks,  uncertainties,  and other factors
that may  cause  our or our  industry's  actual  results,  levels  of  activity,
performance or achievements to be materially  different from any future results,
levels of activity,  performance or  achievements  expressed or implied by these
forward-looking  statements.  In some cases,  you can  identify  forward-looking
statements by terminology such as "may," "will," "should,"  "expects,"  "plans,"
"anticipates,"  "believes,"  "estimates," "predicts," "potential," "continue" or
the negative of these terms or other comparable terminology.

         Although   we  believe   that  the   expectations   reflected   in  the
forward-looking  statements are reasonable,  we cannot guarantee future results,
levels of activity,  performance or achievements.  Moreover,  neither we nor any
other person assumes  responsibility  for the accuracy and completeness of these
statements. We are under no duty to update any of the forward-looking statements
after the date of this prospectus to conform these statements to actual results.

                                       3
PROSPECTUS

                                  84,907 Shares

                                 EUPHONIX, INC.

                                  Common Stock

         This  Prospectus  relates  to  84,907  shares  of the  common  stock of
Euphonix,  Inc.,  which  may be  offered  from time to time by  certain  selling
stockholders of the Company.  We will receive no part of the proceeds from sales
of the shares.  The shares were acquired by the selling  stockholders  under our
1999 Stock Plan.

         Our common  stock is listed on the  Nasdaq  National  Market  under the
symbol  "EUPH".  Our common stock was initially sold to the public at a price of
$8.00 per share on August 22, 1995.

         See "Risk Factors" on page 5 for information  that should be considered
by prospective investors.

         The Securities and Exchange  Commission  (the  "Commission")  and state
securities  regulators  have not approved or disapproved  these  securities,  or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

                  The date of this  Prospectus is May 10, 2000.

                                       4
INFORMATION REQUIRED IN FORM S-3 PROSPECTUS
                                     PART I

Item 3.    Risk Factors

         This  offering and any  investment  in our common stock  involve a high
degree of risk. You should carefully  consider the risks described below and all
of the  information  contained in this  prospectus  before  deciding  whether to
purchase our common stock.  If any of the following  risks actually  occur,  our
business,  financial  condition and results of operations  could be harmed.  The
trading price of our common stock could decline, and you may lose all or part of
your investment in our common stock.

                   Factors Affecting Future Operating Results

         Because we rely on sales of our base system for a  significant  portion
of our revenues,  factors  materially  affecting the base system will  adversely
affect our business and operations.

         Historically,  we have derived virtually all of our revenues from sales
of our digitally  controlled audio mixing console system,  which system is based
upon our hardware  platform.  We believe  that sales of this system,  along with
enhancements thereof, and the R-1 recorder and new System 5 digital console will
continue to constitute a significant portion of our revenues. It is expected for
the foreseeable  future that a greater portion of our revenue will come from the
new System 5 digital console.  Accordingly,  any factor adversely  affecting our
base system, whether technical,  competitive or otherwise, could have a material
adverse effect on our business and results of operations.

         We may require obtaining additional financing to fund operations.

         Our ability to fund operations through March 31, 2001 is dependent upon
achievement  of our operating  plan.  If we do not attain our operating  plan we
will obtain  additional  financing or cut expenses.  We believe that  additional
debt or equity  financing will be available from existing  investors and others.
However,  there can be no assurance as to the terms and  conditions  of any such
financing  and no  certainty  that funds would be  available  when  needed.  The
inability to obtain additional  financing,  if needed, would be likely to have a
material adverse effect on us. To the extent that any future financing  involves
the sale of our  equity  securities,  our then  existing  shareholders  could be
substantially diluted.

         Revenues  come  from a  limited  number  of sales  and are  subject  to
changing market factors that may result in significant fluctuations in operating
results.

         A  limited  number  of  our  system  sales  typically   account  for  a
substantial  percentage of our quarterly  revenue because of the relatively high
average sales price of such systems.  Moreover,  our expense levels are based in
part on our  expectations  of future  revenue.  Therefore,  if  revenue is below
expectations,  our  operating  results are likely to be adversely  affected.  In
addition,  the  timing of revenue is  influenced  by a number of other  factors,
including the timing of individual  orders and shipments,  industry trade shows,
seasonal customer buying patterns,  changes in product development and sales and
marketing expenditures,  custom financing  arrangements,  production limitations
and international  sales activity.  Because our operating  expenses are based on
anticipated  revenue levels and a high percentage of our expenses are relatively
fixed in the short  term,  variations  in the timing of  recognition  of revenue
could cause  significant  fluctuations  in  operating  results  from  quarter to
quarter and may result in unanticipated quarterly earnings shortfalls or losses.

                                       5
If  we do  not  successfully  develop  and  improve  new  and  existing
technologies  and products,  we could  experience a decline in sales and loss of
market share.

         The markets for our systems are characterized by changing  technologies
and new product  introductions.  Our future success will depend in part upon our
continued  ability  to enhance  our base  system  with  features  including  new
software  and  hardware  add-ons  and to develop or acquire  and  introduce  new
products  and  features  which meet new market  demands  and  changing  customer
requirements  on a timely basis.  We are currently  designing and developing new
products,  primarily in the areas of recording,  editing and mixing functions of
sound production as well as digital audio processing and networking  systems. In
addition,  there can be no assurance that products or technologies  developed by
others will not render our products or technologies non-competitive or obsolete.

         If we do not gain  market  share in the  music  market as well as other
target markets, we may not remain competitive.

         Historically,  our primary market success has been in the music segment
of the  professional  audio market.  In order for us to grow, we believe that we
must  continue to gain market share in the music market  segment,  as well as in
our other targeted  market  segments.  There can be no assurance that we will be
able to compete  favorably  in all market  segments.  Our  inability  to compete
favorably  could have a material  adverse  effect on our business and results of
operations.   The  markets  for  our  products  are  intensely  competitive  and
characterized by significant price  competition.  We believe that our ability to
compete  depends on elements both within and outside our control,  including the
success and timing of new product  development  and  introduction  by us and our
competitors, product performance and price, distribution,  availability of lease
or other financing alternatives, resale of used systems and customer support.

         If suppliers and  manufacturers do not provide timely  performance,  we
may not meet demand which could have an adverse effect on our business.

         Currently,  we use many sole or limited  source  suppliers,  certain of
which are critical to the integrated circuits included in our base system. Major
delays or terminations  in supplies of such components  could have a significant
adverse  effect on our  timely  shipment  of our  products,  which in turn would
adversely affect our business and results of operations.  We also rely on single
vendors to  manufacture  major  subassemblies  for our  products.  Any  extended
interruption  in the  future  supply or  increase  in the cost of  subassemblies
manufactured  by its primary or other third party  vendors could have a material
adverse effect on our business and results of operations.

         We may be unable to comply with changing product  standards which would
negatively impact business.

         In addition,  as  different  electrical,  radiation or other  standards
applicable  to our  products  are  adopted in  countries,  including  the United
States,  or groups of  countries in which we sell our  products,  our failure to
modify our  products,  if  necessary,  and to comply with such  standards  would
likely have an adverse effect on our business and results of operation.

                                       6
Misappropriation  by others  of our  trademarks  and other  proprietary
rights could harm our reputation,  affect our competitive  position and cause us
to incur significant costs to defend our rights.

         We generally rely on a combination  of trade secret,  copyright law and
trademark  law,  contracts and  technical  measures to establish and protect our
proprietary  rights in our products and technologies.  However,  we believe that
such measures  provide only limited  protection of our proprietary  information,
and there is no  assurance  that  such  measures  will be  adequate  to  prevent
misappropriation.  In addition,  significant  and  protracted  litigation may be
necessary to protect our intellectual property rights, to determine the scope of
the  proprietary  rights of others or to defend against claims of  infringement.
There can be no assurance that third-party claims alleging infringement will not
be  asserted  against us in the future.  Any such  claims  could have a material
adverse effect on our business and results of operations.

         If we lose key personnel or are unable to attract and retain additional
personnel when needed, we may not be able to successfully operate our business.

         Our success  depends,  in part, on our ability to retain key management
and technical  employees and our continued  ability to attract and retain highly
skilled personnel. In addition, our ability to manage any growth will require us
to continue  to improve and expand our  management,  operational  and  financial
systems and controls.  If our management is unable to manage growth effectively,
our business and results of operations will be adversely affected.

         There may be an adverse effect on revenues due to changes in accounting
requirements of the Commission.

         The  Commission  staff  addresses  several  issues in Staff  Accounting
Bulletin ("SAB") No. 101,  including the timing for recognizing  revenue derived
from  selling   arrangements  that  involve   contractual   customer  acceptance
provisions and installation of the product occurs after shipment and transfer of
title. Our existing revenue  recognition  policy is to recognize  revenue at the
time the customer takes title to the product, generally at the time of shipment,
because we have routinely met our installation obligations and obtained customer
acceptance.  Applying  the  requirements  of SAB No. 101 to our present  selling
arrangements  for the sale of equipment  may require a change in our  accounting
policy for revenue  recognition  and the deferral of the  recognition of revenue
from such  equipment  sales until  installation  is complete and accepted by the
customer.  The  effect  of such a  change,  if  any,  must  be  recognized  as a
cumulative  effect of a change in accounting no later than our second quarter of
our fiscal year  ending on  December  31,  2000.  At the current  time it is not
possible  to  determine  the  effect  this  change  will have on our  results of
operations.

         There may be  significant  fluctuations  in  operating  results and our
Common  Stock may be  materially  adversely  affected  by these  and other  risk
factors.

         As a result of these and other factors, we have experienced significant
quarterly   fluctuations   in  operating   results  and  anticipate  that  these
fluctuations will continue in future periods.  There can be no assurance that we
will be successful in  maintaining  or improving our  profitability  or avoiding
losses in any future  period.  Further,  it is likely that in some future period
our net revenues or operating  results will be below the  expectations of public
market securities analysts and investors. In such event, the price of our Common
Stock would likely be materially adversely affected.

                                       7
Item 4.    Use of Proceeds

         We will not  receive any of the  proceeds  from the sale of the Shares.
All proceeds  from the sale of the Shares will be for the account of the Selling
Stockholders,  as  described  below.  See  "Selling  Stockholders"  and "Plan of
Distribution" described below.

Item 7.    Selling Stockholders

         Barry L.  Margerum  is our Chief  Executive  Officer,  President  and a
director and he owns 26,181 shares of Common Stock. Paul L. Hammel is our Senior
Vice President of Operations,  and he owns 28,667 shares of Common Stock.  Scott
W. Silfvast is our Chief Product  Officer and director and he owns 13,090 shares
of Common Stock.  Thomas C. Fristoe,  until July 1999, was our Vice President of
World Wide  Sales and  Marketing  Communications  and he owns  16,969  shares of
Common Stock. The Selling Stockholders do not beneficially own,  individually or
in the  aggregate,  more than 1% of our  outstanding  Common Stock prior to this
offering.  The following table shows the names of the Selling  Stockholders  and
the number of Shares able to be sold by them pursuant to this Prospectus:
No. of Shares to be
                               Name                            Registered
         ______________________________________________     ________________
         Barry L. Margerum                                       26,181
         ----------------------------------------------
         Paul L. Hammel                                          28,667
         ----------------------------------------------
         Scott W. Silvfast                                       13,090
         ----------------------------------------------
         Thomas C. Fristoe                                       16,969
         ----------------------------------------------       -----------

                                               TOTAL             84,907
                                                              -----------
                                                              -----------
8
Item 8.    Plan of Distribution

         The Selling  Stockholders  may sell all or a portion of the shares from
time to time on the  Nasdaq  National  Market for their own  accounts  at prices
prevailing  in the  public  market  at the  times  of such  sales.  The  Selling
Stockholders  may also  make  private  sales  directly  or  through  one or more
brokers.  These  brokers  may  act  as  agents  or as  principals.  The  Selling
Stockholders  will pay all sales commissions and similar expenses related to the
sale of the shares.  We will pay all expenses related to the registration of the
shares.

         The Selling  Stockholders  and any broker  executing  selling orders on
behalf of the Selling  Stockholders may be considered "an underwriter" under the
Securities Act. As a result,  commissions received by a broker may be treated as
underwriting   commissions   under  the   Securities   Act.  Any   broker-dealer
participating  as an agent in that kind of transaction  may receive  commissions
from the selling stockholders and from any purchaser of shares.

         Underwriters,  dealers and agents may be entitled to indemnification by
us against certain civil liabilities, including liabilities under the Securities
Act. Underwriters,  dealers and agents also may be entitled to contribution with
respect  to  payments  made  by  the  underwriters,  dealers  or  agents,  under
agreements between us and the underwriters, dealers and agents.

         Any  securities  covered  by this  Prospectus  that  qualify  for  sale
pursuant to Rule 144 under the Securities Act may be sold under that Rule rather
than  pursuant to this  Prospectus.  There can be no assurance  that the Selling
Stockholders  will  sell  any or  all of the  Shares  of  Common  Stock  offered
hereunder.

Item 10. Interests of Named Experts and Legal Matters.

         The financial  statements  incorporated in this Prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 1999 have been
so  incorporated  in  reliance  on the  report  of  PricewaterhouseCoopers  LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting.

         The financial  statements  incorporated in this Prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 1998 have been
so  incorporated  in  reliance  on the report of Ernst & Young LLP,  independent
auditors,  given on the  authority  of said  firm as  experts  in  auditing  and
accounting.

         The  validity  of the Shares of Common  Stock  offered  hereby  will be
passed upon by Wilson Sonsini Goodrich & Rosati, Professional Corporation,  Palo
Alto, California, our counsel.

Item 12.     Information Incorporated by Reference

         The  following   documents   filed  with  the   Commission  are  hereby
incorporated  by reference in this  Prospectus:

         (1) Our latest annual report on Form 10-K for the fiscal year ended
December 31, 1999, pursuant to Section 13 of the Exchange  Act.

                                       9
(2) Our latest  quarterly  report on Form 10-Q for the fiscal quarter
ended March 31, 2000,  pursuant to Section 13 of the Exchange  Act.

         (3) The  description  of our Common  Stock to be offered  hereby is
contained in our Registration  Statement on Form 8-A filed with the  Commission
on July 24, 1995 pursuant to Section 12(g) of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

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

                                       10
INFORMATION REQUIRED IN FORM S-8 REGISTRATION STATEMENT
                                     PART II

Item 3.    Incorporation of Documents by Reference.

         The  following  documents  and  information  previously  filed with the
Commission  by us are hereby  incorporated  by  reference  in this  Registration
Statement:

        (1) Our latest  annual report on Form 10-K for the fiscal year ended
December  31, 1999,  pursuant to Section 13 of the Exchange  Act.

        (2) Out latest quarterly report on Form 10-Q for the fiscal year ended
March 31, 2000, pursuant to Section 13 of the Exchange Act.

        (3) The description of our Common Stock to be offered hereby is
contained in our Registration Statement on Form 8-A filed with the  Securities
and Exchange  Commission  on July 24, 1995  pursuant to Section 12(g) of the
Exchange  Act,  including  any  amendment  or report filed for the purpose of
updating such description.

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

Item 6.    Indemnification of Directors and Officers.

         We have  adopted  provisions  in our Amended and  Restated  Articles of
Incorporation  which (i) eliminate the personal liability of our directors to us
and our  shareholders  for  monetary  damages  arising  from a  breach  of their
fiduciary  duties in certain  circumstances;  and (ii) authorize us to indemnify
our  directors  and  officers  to the  fullest  extent  permitted  by law.  Such
limitation of liability does not affect the availability of equitable  remedies,
such as injunctive relief or rescission. In addition, our bylaws provide that we
shall  indemnity our directors and officers to the fullest  extent  permitted by
California  law. We have entered into separate  indemnification  agreements with
each of our officers and  directors  that contain  provisions  which are in some
respects broader than the specific  indemnification  provisions contained in the
California  Corporations  Code. The  indemnification  agreements may require us,
among other things,  to indemnify  such officers and directors  against  certain
liabilities  that may arise by reason of their status or service as directors or
officers (other than liabilities  arising from willful  misconduct of a culpable
nature),  to  advance  their  expenses  incurred  as a result of any  proceeding
against them as to which they could be indemnified, and to obtain director's and
officer's insurance, if available on reasonable terms.

Item 7.    Exemption from Registration Claimed.

           The  84,907   shares  of  Common   Stock  to  be  resold  by  Selling
Stockholders  pursuant to the  Prospectus  prepared in accordance  with Form S-3
were issued by us to the Selling  Shareholders  pursuant  to an  exemption  from
registration  under the  Securities  Act by virtue of Section 4(2) thereof.  The
Selling Shareholders  represented the Selling Shareholders intentions to acquire
the securities for investment only and not with a view to distribution  thereof.

                                       11
The Selling  Shareholders had access, by means of their relationship with us, to
sufficient information to make an informed decision.

Item 8.  Exhibits.
Exhibit
         Number                             Description
-------------------------- ----------------------------------------------------
         4.1(1)            1999 Stock Plan
         4.2(1)            Form of Stock Option Agreement
         4.3(1)            Form of Notice of Grant of Stock Purchase Right
           4.4             Form of Common Stock Equivalent Agreement
           5.1             Opinion  of Wilson  Sonsini  Goodrich & Rosati, P.C.,
                           as to  legality  of  securities  being registered
          23.1             Consent of PricewaterhouseCoopers LLP, Independent
                           Accountants.
          23.2             Consent of Ernst & Young LLP, Independent Auditors.
          23.3             Consent of Counsel (contained in Exhibit 5.1)
          24.1             Power of Attorney (see Page 14)
(1) These  documents  are  incorporated  by  reference  in our Form 10-K for the
fiscal year ended December 31, 1999,  pursuant to Section 13 of the Exchange Act
filed with the Commission.

Item 9.    Undertakings.

     (a)      We hereby undertake:

             (1) To file, during any  period in which offers or sales are being
made, a post-effective  amendment to this registration statement 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 informa-
tion 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.

     (b)     We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our 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 may be permitted to our directors,  officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such indemnifica-
tion  is against public policy as expressed in the Securities Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against

                                       12
such liabilities (other than the  payment by us of  expenses incurred or paid by
a  director, officer or controlling person 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,  we will, unless in
the opinion of our 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.

                                       13
SIGNATURES

         Pursuant to the  requirements of the Securities Act of 1933, we certify
that we have reasonable  grounds to believe that we meet all of the requirements
for filing on Form S-8 and have duly caused this  registration  statement  to be
signed on our behalf by the undersigned,  thereunto duly authorized, in the City
of Palo Alto, State of California, on May 10, 2000.

                                 EUPHONIX, INC.

                                 By: /s/BARRY L. MARGERUM
                                    _________________________________
                                    Barry Margerum, President and Chief
                                    Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints Barry Margerum and Deiter Meier, 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 to perform any acts necessary in order to file such amendments, and each
of the  undersigned  does hereby ratify and confirm all that said  attorneys and
agents,  or  their  or his or her  substitutes,  shall do or cause to be done by
virtue hereof.

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

/s/BARRY L. MARGERUM            Chief Executive Officer,          May 10, 2000
---------------------------     President and Director
Barry L. Margerum               (principal executive officer
                                 and principal financial and
                                 accounting officer)

/s/ DIETER MEIER                Chairman of the Board             May 10, 2000
---------------------------
Dieter Meier

/s/ PAUL L. HAMMEL              Senior Vice President of          May 10, 2000
---------------------------     Operations
Paul L. Hammel

/s/ HARRIET N. DIETZ            Controller (Principal Accounting  May 10, 2000
---------------------------     Officer)
Harriet N. Dietz

/s/ ROBERT F. KUHLING, JR       Director                          May 10, 2000
---------------------------
Robert F. Kuhling, Jr.

                                       14
SIGNATURE                   TITLE                         DATE

/s/ JAMES DOBBIE                Director                          May 10, 2000
---------------------------
James Dobbie

/s/ STEPHEN JACKSON             Director                          May 10, 2000
---------------------------
Stephen Jackson

/s/ SCOTT W. SILFVAST           Chief Product Officer and         May 10, 2000
---------------------------     Director
Scott W. Silfvast
15
Exhibit 4.4

                                 EUPHONIX, INC.

                                 1999 STOCK PLAN

                        COMMON STOCK EQUIVALENT AGREEMENT

         This Common Stock Equivalent  Agreement (the  "Agreement") is made this
___ day of _______,  ____, by and between  Euphonix,  Inc. (the  "Company")  and
_________________________________  (the  "Recipient").  Unless otherwise defined
herein,  the terms  defined  in the Plan shall  have the same  defined  meanings
herein.

         NOW, THEREFORE, the parties agree as follows:

         1. Award.  Pursuant to this Agreement and Section 12(a) of the Plan,
The Company hereby credits a bookkeeping  account in the  Recipient's  name (the
"Account") with ______________ Common Stock Equivalents.  Each such Common Stock
Equivalent is an unfunded and  unsecured  promise to the  Recipient, giving him
or her the right to  receive  in the  future  a share of the  Company's Common
Stock.

         2. Vesting.  _____________of the Common Stock Equivalents subject to
this Agreement shall vest on  ___________________,  subject to  Recipient's
continuing to be a Service Provider on such dates.

         3. Conversion. On __________, _____, the Company shall  deliver  to the
Recipient (or to  his or her designated  beneficiary, executor or administrator,
in the event of his or her death) a number of Shares equal to (and rounded down
to) the whole  number of Common  Stock  Equivalents vested pursuant to Section 2
above and credited to the Account.

         4.  Designation of  Beneficiary;   Nontransferability.

            (a)  Designation  of  Beneficiary.  The Recipient shall have the
right by will to designate one or more beneficiaries to receive any Shares
deliverable  pursuant to Section 2 above.  If no beneficiary shall be designated
or, having been designated,  shall not be living at the time delivery  of the
Shares is to be made,  the  balance  of the  Shares shall be delivered to the
Recipient's executor or administrator and shall constitute part of the
Recipient's  estate.  If the  Company  determines  that a person to whom Shares
are to be delivered is a minor or is mentally or physically  incapable of
receiving  or caring for the Shares that would  otherwise  be  delivered to such
person, the Shares may be applied for the benefit of the person (with or without
the  intervention of a guardian or committee) or, in the case of a minor, may be
delivered to a custodian for the minor under the California  Uniform Transfer to
Minors Act, to the parents or a parent of the minor,  to a legal guardian of the
minor,  or any other  person who may have the  estate or custody of the  minor's
person.  Any such delivery shall be a complete  discharge of the  liabilities of
the Company under this Agreement.

          (b) Nontransferability.  Except as provided in subsection (a), the
rights of the Recipient under this Agreement are personal to him or her and no
right or  benefit  under  this  Agreement  shall be subject to anticipation,
alienation,  sale,  assignment,  pledge  or  encumbrance  by  the Recipient  or
anyone on his or her behalf and shall not be liable for the debts, contracts,
liabilities,  engagements  or torts of the  Recipient.  Neither this Agreement
nor the  establishment  of the Account shall create or be construed to create a
trust or asset segregation of any kind for the benefit of the Recipient to
create  any form of  fiduciary  relationship  between  the  Company  and the
Recipient,   his  named  beneficiary  or  executor  or  administrator,   as  the
relationship  created by this Agreement is that of a general creditor.

        5. Title and Beneficial Ownership. Title to and beneficial ownership of
all assets in the Account  shall at all times remain with the Company,  and
neither the  Recipient nor his named  beneficiary or executor or administrator
shall have any property interest whatsoever in any specific assets of the
Company.

        6. Entire Agreement; Governing  Law. The Plan is incorporated  herein by
reference.  This  Agreement shall in all respects be subject to the terms,
definitions and provisions of the Plan. The Plan and this Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their  entirety all prior  undertakings and agreements of the
Company and the Recipient with respect to the  subject  matter  hereof, and may
not be  modified  expect by means of a writing  signed  by the  Company and the
Recipient.  This Agreement shall be governed by California law, except for that
body of law pertaining to conflicts of laws.

         THE RECIPIENT  ACKNOWLEDGES  AND AGREES THAT NOTHING IN THIS  AGREEMENT
NOR THE  PLAN  SHALL  CONFER  UPON THE  RECIPIENT  ANY  RIGHT  WITH  RESPECT  TO
CONTINUATION OF HIS OR HER EMPLOYMENT.

         By your  signature and the  signature of the  Company's  representative
below, you and the Company agree that this grant of Common Stock  Equivalents is
granted  under and  governed  by the terms and  conditions  of the Plan and this
Common  Stock  Equivalent  Agreement.  Recipient  has reviewed the Plan and this
Common Stock Equivalent Agreement in their entirety,  and has had an opportunity
to obtain the advice of counsel prior to executing this Common Stock  Equivalent
Agreement and fully understands all provisions of the Plan and this Common Stock
Equivalent Agreement.  Recipient hereby agrees to accept as binding,  conclusive
and  final  all  decisions  or  interpretations  of the  Administrator  upon any
questions relating to the Plan and this Common Stock Equivalent Agreement.

RECIPIENT                                      EUPHONIX, INC.

_______________________________________        By:______________________________

Date:__________________________________        Its:_____________________________
EXHIBIT 5.1

                                  May 10, 2000

Euphonix, Inc.
220 Portage Avenue
Palo Alto, CA  94306

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         We  have  examined  the   Registration   Statement  on  Form  S-8  (the
"Registration  Statement")  to be filed by you with the  Securities and Exchange
Commission on or about May 10, 2000, in connection with the registration  under
the  Securities  Act of 1933, as amended,  of an aggregate of 750,000  shares of
your Common Stock (the "Future Issuance  Shares") reserved for issuance pursuant
to your  1999  Stock  Plan  (the  "Plan")  and an  aggregate  of  84,907  shares
registered on behalf of certain selling  stockholders listed in the Registration
Statement (the "Selling  Stockholder  Shares").  As your legal counsel,  we have
review the actions  proposed to be taken by you in connection  with the issuance
and sale of the Future Issuance Shares and the Selling Stockholder Shares.

         It is our opinion that the Future Issuance Shares, when issued and sold
in the manner  referred  to in the Plan and  pursuant  to the  agreements  which
accompany  the  Plan,  will be  legally  and  validly  issued,  fully  paid  and
non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement and further  consent to the use of our name wherever  appearing in the
Registration Statement, including any Prospectus constituting a part thereof and
any amendments thereto.

                                   Sincerely,

                                   WILSON SONSINI GOODRICH & ROSATI
                                   Professional Corporation

                                   /s/ Wilson Sonsini Goodrich & Rosati
EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We  hereby  consent  to  the  incorporation   by  reference  in  this
Registration Statement on Form S-8 of our report dated March 1, 2000 relating to
the financial statements,  which appear in Euphonix Inc.'s Annual Report on Form
10-K for the year ended  December 31, 1999.  We also consent to the reference to
us under the heading "Item 10. - Interests of Named  Experts and Legal  Matters"
in such Registration Statement.

         /s/ PricewaterhouseCoopers LLP

         San Jose, California
         May 10, 2000
EXHIBIT 23.2

                             CONSENT OF INDEPENDENT AUDITORS

         We consent to the  reference to our firm under the caption  "Item 10. .
Interests of Named  Experts and Legal  Matters " in the  Registration  Statement
(Form  S-8)  pertaining  to the 1999  Stock Plan of  Euphonix,  Inc.  and to the
incorporation  by  reference  therein of our report  dated  March 4, 1999,  with
respect to the consolidated  financial statements of Euphonix,  Inc. for the two
years ended  December 31, 1998 included in its Annual Report (Form 10-K) for the
year ended December 31, 1999, filed with the Securities and Exchange Commission.

         \s\ Ernst & Young, LLP

         San Jose, California
         May 10, 2000