As filed with the Securities and Exchange Commission on December 14, 2000.
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             ENTRADA NETWORKS, INC.
             (exact name of registrant as specified in its charter)


      Delaware                    3577                       33-0676350
  (State or other      (Primary Standard Industrial      (I.R.S. Employer
  jurisdiction of      Classification Code Number)       Identification No.)
  Incorporation
  or organization)

                               10070 Mesa Rim Road
                           San Diego, California 92121
                                 (858) 623-3265
          (Address, including zip code, and telephone number, including
                  area code, of registrant's principal offices)

                             DR. KANWAR J.S. CHADHA
                             Chief Executive Officer
                                  and President
                             Entrada Networks, Inc.
                               10070 Mesa Rim Road
                           San Diego, California 92121
                                 (858) 623-3265
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                             W. RAYMOND FELTON, ESQ.
                Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
                            Metro Corporate Campus I
                              Post Office Box 5600
                          Woodbridge, New Jersey 07095
                                 (732) 549-5600

        Approximate date of commencement of proposed sale to the public:
   As soon as practicable after this Registration Statement becomes effective.

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest reinvestment plans, check the following box.

     If any of the securities being registered on this Form are to be offered on
a delay or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box.   X
                               -----


<PAGE>


                          CALCULATION OF REGISTRATION FEE

                                    Proposed       Proposed
Title of each                       Maximum        Maximum
Class of                            Offering       Aggregate       Amount of
Securities to     Amount to be      Price per      Offering        Registration
be Registered     Registered        Share          Price           Fee
-------------     ------------      ---------      ---------       ------------

Commom Stock,
$0.001 par value   2,905,500(2)      $4.11         $11,453,808      $3,323.16

Common Stock,
$0.001 par value   1,094,500         $2.00(3)      $2,189,000(3)    $608.54


     (1) In addition,  this  registration  statement  also covers any additional
shares of common stock which become  issuable under the plans  described in this
registration   statement  by  reason  of  any  stock   dividend,   stock  split,
recapitalization,  or other similar transaction  effected without the receipt of
consideration   which  results  in  an  increase  in  the  number  of Entrada's
outstanding shares of common stock.

     (2)  Represents  shares for which  options  have been  granted at a blended
average price of $4.11 per share.

     (3) The shares  under the plan are to be  offered  at prices not  presently
determinable.  Pursuant to Rule  457(h),  the  offering  price for the shares is
estimated  solely for the purpose of computing the registration fee and is based
on the  closing  price of the common  stock on  December  13,  2000,  $2.00,  as
reported on The Nasdaq  National  Market System of the National  Association  of
Securities Dealers, Inc.

     Entrada hereby amends this Registration  Statement on such date or dates as
may be necessary to delay its effective date until the  Registrant  shall file a
further amendment which  specifically  states that this  Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

<PAGE>

                                   PROSPECTUS


                             ENTRADA NETWORKS, INC.

                            2000 STOCK INCENTIVE PLAN

                                    4,000,000
                             SHARES OF COMMON STOCK
                          (PAR VALUE $0.001 PER SHARE)


     The  options for shares of the common  stock,  $.001 par value per share of
Entrada  Networks,  Inc.  covered by this  prospectus  have been, and may in the
future be, granted by Entrada to employees,  officers, consultants and directors
of Entrada  under the 2000 Stock  Incentive  Plan.  Options  covering  2,905,500
shares have been granted to certain of our employees, consultants and directors.
Additional  options to acquire up to 1,094,500 shares remain available for grant
under the plan. Each employee  receiving an option is offered the opportunity to
purchase  the number of shares  specified  in such  option at a price and on the
terms set forth therein.

     The net proceeds of the  offering  covered by this  prospectus  are not now
determinable as the proceeds will depend upon the number of shares offered,  the
number of shares purchased, prevailing market prices and expenses incurred.

     Optionees  should consult with legal counsel  concerning the shares and tax
law implications of his acquisition or sale of shares under the plans.

     Any officer,  director or  beneficial  owner of more than 10% of our common
stock who holds an option under the plan should  consider the  applicability  of
Section 16 of the  Securities  Exchange Act of 1934,  as amended,  in connection
with the exercise of any option and the sale of any of our common stock acquired
thereby.

     Our  principal  executive  office is located  at 10070  Mesa Rim Road,  San
Diego,  California  92121  and the  telephone  number  of such  office  is (858)
623-3265.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED UPON THE  ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                The date of this Prospectus is December 14, 2000.

     No  person  has  been  authorized  to give any  information  or to make any
representation  (not contained in this prospectus),  and, if given or made, such
information or representation  must not be relied upon as having been authorized
by us. Neither the delivery of this prospectus nor any sale made through its use
shall  imply  that  the  information  has not  changed  since  the  date of this
prospectus.

<PAGE>
                                TABLE OF CONTENTS


                                                                       PAGE

AVAILABLE INFORMATION                                                    3

INTRODUCTION                                                             3

PURPOSE AND ADMINISTRATION OF PLAN                                       4

RESTRICTIONS ON RESALE OF COMMON STOCK                                   8

DESCRIPTION OF CAPITAL STOCK                                             8

         General                                                         9
         Common Stock                                                    9
         Transfer Agent                                                  9

LEGAL MATTERS                                                            9

ADDITIONAL INFORMATION                                                   9




<PAGE>

                              AVAILABLE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934,  as  amended,  and in  accordance  therewith  file  reports,  proxy
statements and other  information  with the Securities and Exchange  Commission.
Such reports, proxy statements and other information can be inspected and copied
at the public  reference  facilities  maintained by the  Commission at 450 Fifth
Street,  N.W.,  Washington,  D.C.  20549  and at  the  regional  offices  of the
Commission  located at 500 West Madison  Street,  Chicago,  Illinois 60601 and 7
World Trade  Center,  New York,  New York 10048.  Copies of such material can be
obtained  from the  Public  Reference  Section  of the  Commission  at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.

     Our common stock is quoted on the NASDAQ  National  Market System under the
symbol ESAN, and such reports,  proxy statements and other  information can also
be  inspected  at  the  offices  of  NASDAQ  Operations,  1735 K  Street,  N.W.,
Washington,  D.C.  You may  also  access  such  material  electronically  at the
Commission's home page on the Internet (http://www.sec.gov).

     This prospectus  omits certain  information  contained in the  registration
statement on file with the Commission with respect to the shares offered hereby.
The  information  omitted may be obtained  from the  Commission's  office at 450
Fifth Street, N.W., Washington,  D.C. upon payment of the fees prescribed by the
rules and regulations of the Commission, or examined there without charge.

     We  will  provide  without  charge  to each  person  to whom a copy of this
prospectus  has been  delivered,  upon the  written or oral  request of any such
person,  a copy of any or all of the documents  incorporated by reference in the
registration statement of which this Prospectus forms a part (excluding exhibits
to such documents unless specifically  incorporated by reference).  Requests for
such copies should be directed to Investor Relations Department,  10070 Mesa Rim
Road, San Diego, California 92121, (858) 623-3265.

     We  furnish  our  shareholders  with  annual  reports   containing  audited
financial statements.

                                  INTRODUCTION

     Our Board of Directors  adopted the plan  effective  September 29, 2000 and
our shareholders  approved the plan effective  October 12, 2000. Under the plan,
shares may be offered to our employees,  officers,  directors and consultants at
prices and on terms and  conditions  contained  in the  respective  stock option
agreements between us and the recipients of stock option grants.

     Our  principal  executive  offices are located at 10070 Mesa Rim Road,  San
Diego, California 92121 and our telephone number is (858) 623-3265.

     Following  is a summary of the plan,  which is qualified in its entirety by
reference to the plan which has been filed previously with the Commission and is
incorporated by reference in the registration statement on Form S-8.

<PAGE>


                     PURPOSE AND ADMINISTRATION OF THE PLAN

     We believe that the plan provides  valuable  incentives  for our employees,
directors and  consultants by providing them with an opportunity  for investment
in our common  stock as an  inducement  for them to remain in our  service,  and
encouraging them to increase their efforts to make our business more successful.
In accordance with this belief,  our Board of Directors  adopted the plan, which
was then approved by our shareholders.

     The plan is not subject to any provisions of the Employee Retirement Income
Security Act of 1974. We will provide reports to  participating  employees as to
the amount and status of their accounts upon request.

     Shares Reserved.  Four million (4,000,000) shares of common stock have been
authorized for issuance  under our 2000 incentive  plan. The number of shares of
common  stock   reserved  for  issuance  under  our  2000  incentive  plan  will
automatically  increase on the first trading day in January each calendar  year,
beginning in calendar year 2002, by an amount equal to 5% of the total number of
shares of common  stock  outstanding  on the last trading day in December of the
preceding  calendar year, but in no event will any such annual  increase  exceed
650,000  shares.  In addition,  no participant in our 2000 incentive plan may be
granted stock options,  separately  exercisable  stock  appreciation  rights and
direct  stock  issuances  for more than  1,000,000  shares  of common  stock per
calendar year.

     Equity  Incentive  Programs.  Our 2000  incentive plan is divided into five
separate components:

   -   the discretionary option grant program, under which eligible individuals
       in our employ or service may be granted options to purchase shares of
       common stock at an exercise price not less than 100% of the fair market
       value of those shares on the grant date, except for those granted
       pursuant to our Amended and Restated Merger Agreement with Osicom
       Technologies, Inc. dated August 2, 2000, for which the exercise price
       will be $3.19 per share;

   -   the stock issuance program, under which such individuals may be issued
       shares of common stock directly, through the purchase of such shares at
       a price not less than 100% of their fair market value at the time of
       issuance or as a bonus tied to the attainment of performance milestones
       or the completion of a specified period of service;

   -   the salary investment option grant program, under which our executive
       officers and other highly compensated employees may be given the
       opportunity to apply a portion of their base salary to the acquisition
       of special below-market stock option grants; and

   -   the automatic option grant program, under which option grants will
       automatically be made at periodic intervals to our non-employee board
       members to purchase shares of common stock at an exercise price equal to
       100% of the fair market value of those shares on the grant date.

<PAGE>

     Eligibility.  The individuals eligible to participate in our 2000 incentive
plan include our officers and other employees,  our  non-employee  board members
and any consultants we retain.

     Administration.  The  discretionary  option  grant  program  and the  stock
issuance program are administered by the compensation committee.  This committee
determines  which  eligible  individuals  are to receive  option grants or stock
issuances  under those  programs,  the time or times when such option  grants or
stock  issuances are to be made, the number of shares subject to each such grant
or  issuance,  the status of any  granted  option as either an  incentive  stock
option or a  non-statutory  stock option under the federal tax laws, the vesting
schedule to be in effect for the option grant or stock  issuance and the maximum
term for which any granted  option is to remain  outstanding.  The  compensation
committee has the exclusive authority to select the executive officers and other
highly compensated employees who may participate in the salary investment option
grant  program in the event that program is activated  for one or more  calendar
years.

     Plan Features. Our 2000 incentive plan includes the following features:

     -   The exercise price for the shares of common stock subject to option
         grants made under our 2000 incentive plan may be paid in  cash or in
         shares of common stock valued at fair market value on the exercise
         date. The option may also be exercised through a same-day sale program
         without any cash outlay by the optionee. In addition, the plan
         administrator may provide financial assistance to one or more
         optionees in the exercise of their outstanding options or the purchase
         of their unvested shares by allowing such individuals to deliver a
         full-recourse, interest-bearing promissory note in payment of the
         exercise price and any associated withholding taxes incurred in
         connection with such exercise or purchase.

     -   The compensation committee has the authority to cancel outstanding
         options under the discretionary option grant program, including options
         transferred from the predecessor plan, in return for the grant of new
         options for the same or a different number of option shares with an
         exercise price per share based upon the fair market value of our common
         stock on the new grant date.

     -   Stock appreciation rights are authorized for issuance under the
         discretionary option grant program. Such rights will provide the
         holders with the election to surrender their outstanding options for
         an appreciation distribution from us equal to the fair market value of
         the vested shares of common stock subject to the surrendered option,
         less the aggregate exercise price payable for those shares. Such
         appreciation distribution may be made in cash or in shares of common
         stock. None of the outstanding options under our predecessor plan
         contain any stock appreciation rights.

     The 2000  incentive  plan will  include  the  following  change in  control
provisions  which may result in the  accelerated  vesting of outstanding  option
grants and stock issuances:

<PAGE>

     -   In the event that we are acquired by merger or asset sale, each
         outstanding option under the discretionary option grant program which
         is not to be assumed by the successor corporation will automatically
         accelerate in full, and all  unvested shares under the discretionary
         option grant and stock issuance programs will immediately vest, except
         to the extent our repurchase rights with respect to those shares are
         to be assigned to the successor corporation.

      -  The compensation committee will have complete discretion to structure
         one or more options under the discretionary option grant program so
         those options will vest as to all the option shares in the event those
         options are assumed in the acquisition but the optionee's service with
         us or the acquiring entity is subsequently terminated. The vesting of
         outstanding shares under the stock issuance program may be accelerated
         upon similar terms and conditions.

      -  The compensation committee will also have the authority to grant
         options which will immediately vest in the event we are acquired,
         whether or not those options are assumed by the successor corporation.

      -  The compensation committee may grant options and structure repurchase
         rights so that the shares subject to those options or repurchase
         rights will immediately vest in connection with a successful tender
         offer for more than 50% of our outstanding voting stock or a change in
         the majority of our board through one or more contested elections for
         board membership. Such accelerated vesting may occur either at the
         time of such transaction or upon the subsequent termination of the
         individual's service.

      -  The options currently outstanding under our predecessor plan will
         immediately vest in the event we are acquired by merger or sale of
         substantially all our assets, unless those options are assumed by the
         acquiring entity or our repurchase rights with respect to any unvested
         shares subject to those options are assigned to such entity. However,
         a number of those options also contain a special acceleration provision
         pursuant to which the shares subject to those options will immediately
         vest upon an involuntary termination of the optionee's employment
         within 18 months following an acquisition in which the repurchase
         rights with respect to those shares are assigned to the acquiring
         entity.

     Salary  Investment  Option  Grant  Program.  In the event the  compensation
committee elects to activate the salary  investment option grant program for one
or more  calendar  years,  each  of our  executive  officers  and  other  highly
compensated  employees  selected for participation may elect, prior to the start
of the calendar year, to reduce his or her base salary for that calendar year by
a specified  dollar  amount not less than  $10,000 nor more than  $50,000.  Each
selected  individual  who files such a timely  election  will  automatically  be
granted,  on the first trading day in January of the calendar year for which his
or her salary reduction is to be in effect, an option to purchase that number of
shares of common stock  determined  by dividing the salary  reduction  amount by
two-thirds  of the fair market  value per share of our common stock on the grant
date.  The option will be exercisable at a price per share equal to one-third of
the fair market value of the option shares on the grant date.  As a result,  the
option will be  structured so that the fair market value of the option shares on
the grant date less the exercise price payable for those shares will be equal to
the amount by which the  optionee's  salary is reduced  under the  program.  The
option will become exercisable in a series of 12 equal monthly installments over
the calendar year for which the salary reduction is to be in effect.

     Automatic  Option Grant Program.  Under the automatic option grant program,
each individual who first becomes a non-employee  board member at any time after
the completion of this offering will  automatically  receive an option grant for
shares on the date such individual joins the board, provided such individual has
not  been  in our  prior  employ.  In  addition,  on the  date  of  each  annual
stockholders   meeting  held  after  the  completion  of  this  offering,   each
non-employee  board member who is to continue to serve as a  non-employee  board
member,   including  each  of  our  current  non-employee  board  members,  will
automatically be granted an option to purchase shares of common stock,  provided
such individual has served on our board for at least six months.

     Each  automatic  grant will have an  exercise  price per share equal to the
fair market  value per share of our common stock on the grant date and will have
a term of 10 years,  subject to earlier  termination  following  the  optionee's
cessation of board service.  The option will be immediately  exercisable for all
of the option shares; however, we may repurchase, at the exercise price paid per
share, any shares purchased under the option which are not vested at the time of
the optionee's  cessation of board  service.  The shares subject to each initial
share  automatic  option  grant  will  vest in a series of 4  successive  annual
installments  upon the optionee's  completion of each year of board service over
the 4-year  period  measured  from the grant  date.  The shares  subject to each
annual share automatic option grant will vest upon the optionee's  completion of
one year of board service measured from the grant date. However, the shares will
immediately  vest in full upon  certain  changes in control or ownership or upon
the optionee's death or disability while a board member.

     Our 2000 incentive plan also has the following features:

     -   Outstanding options under the salary investment and director fee option
         grant programs will immediately vest if we are acquired by a merger or
         asset sale or if there is a successful tender offer for more than 50%
         of our outstanding voting stock or a change in the majority of our
         board through one or more contested elections.

     -   Limited stock appreciation rights will automatically be included as
         part of each grant made under the salary investment option grant
         program and the automatic and director fee option grant programs, and
         these rights may also be granted to one or more officers as part of
         their option grants under the discretionary option grant program.
         Options with this feature may be surrendered to us upon the successful
         completion of a hostile tender offer for more than 50% of our
         outstanding voting stock. In return for the surrendered option, the
         optionee will be entitled to a cash distribution from us in an amount
         per surrendered option share based upon the highest price per share of
         our common stock paid in that tender offer.

      -  The board may amend or modify the 2000 incentive plan at any time,
         subject to any required stockholder approval.  The 2000 incentive plan
         will terminate no later than September 28, 2010.

Federal Income Tax Treatment of Incentive and Non-Qualified Stock Options

     Currently,  an employee will not be deemed to have realized income upon the
grant  of  a  non-qualified  stock  option  unless  the  option  has  a  readily
ascertainable  fair  market  value  at the  time it is  granted.  Generally,  an
employee will  recognize  ordinary  income upon the exercise of a  non-qualified
stock option (or, if the stock  subject to the option is  restricted  within the
meaning  of Code  Section  83 and the  employee  does  not  otherwise  elect  to
recognize  income  upon the  exercise of the stock  option,  at such time as the
Shares become  transferable  or are no longer  subject to a substantial  risk of
forfeiture)  in an amount  equal to the excess (if any) of the fair market value
of the Shares purchased,  at the time of exercise,  over the exercise price. The
company  will be  entitled to deduct an amount  equal to the amount  included as
income by the employee for the Company's  taxable year which  includes the close
of the employee's taxable year in which the income is included by the employee.

     An employee will also not be deemed to have received  income upon the grant
of an  incentive  stock option or,  except as noted below,  upon the exercise of
such option.  Unless  shares  acquired  upon exercise are disposed of within two
years of the date of grant or within one year of exercise, upon the sale of such
shares,  the optionee will generally  recognize capital gain or loss measured by
the  difference  between the amount  realized on the sale and the price paid for
the shares.  If a sale is made prior to either of such dates, an optionee's gain
on the sale of the shares  will be treated as  ordinary  income to the extent of
the lesser of the excess of the fair  market  value of the shares at the time of
exercise over the option price and the excess of the amount realized on the sale
of stock over the option  price.  The Company will be allowed a deduction at the
time of sale in the amount of the ordinary  income  recognized  by the optionee.
The balance of any gain  realized  will be treated as  long-term  or  short-term
capital  gain,  depending  upon the length of time the  shares  were held by the
optionee.

     Generally, the excess of the fair market value of an incentive stock option
at the time of exercise  (or, if the stock  subject to the option is  restricted
within  the  meaning  of Code  Section  83,  at such time as the  shares  become
transferable  or are not longer  subject to a substantial  risk of  forfeiture),
over the option price  constitutes an item of tax preference for purposes of the
alternative minimum tax. Thus, under certain  circumstances,  the exercise of an
incentive stock option will result in a tax at the time of exercise.

     There  can be no  assurance  that the Code or the  Regulations  promulgated
thereunder will not be amended to change these tax consequences.

     Reference  should be made to the  applicable  provisions of the Code and to
the Regulations  promulgated  thereunder for more detailed information as to the
tax treatment of options granted pursuant to the Plan.  Optionees should consult
their tax advisors with specific  reference to their own tax situations and with
regard to potential changes in the applicable laws.


                     RESTRICTIONS ON RESALE OF COMMON STOCK

     While the plans do not place  restrictions  on resales  of shares  acquired
thereunder,  shares  acquired  under the plans by an  "affiliate" as the term is
defined in Rule 405 under the Securities Act may only be resold  pursuant to the
registration requirements of the Securities Act, Rule 144, or another applicable
exemption  therefrom.  Generally,  sales of securities,  including  shares,  are
subject to the antifraud  provisions  contained in federal and state  securities
laws.  Acquisitions  (including acquisitions under the plan) and dispositions of
shares by an officer,  director or certain affiliates of us within any six-month
period may give rise to our right to recapture any profit from such transactions
pursuant  to  Section  16(b)  of the  Securities  Exchange  Act of  1934.  It is
advisable  for a  participant  to consult  with  legal  counsel  concerning  the
securities  law  implications  of his or her  exercise of options and his or her
acquisition or disposition of shares under the plans.

                          DESCRIPTION OF CAPITAL STOCK

General

     Entrada is authorized to issue 50,000,000 shares of common stock, par value
$0.001 per share and 2,000,000 shares of preferred  stock,  $0.001 par value per
share. As of the date of this prospectus,  there are 11,009,319 shares of common
stock outstanding.

Common Stock

     Each share of common  stock has one vote on all  matters  presented  to the
shareholders.  Since the common stock does not have cumulative voting rights the
holders of more than 50% of the shares may,  if they choose to do so,  elect all
of the directors,  and, in that event,  the holders of the remaining shares will
not be able to elect any of our  directors.  The  holders  of  common  stock are
entitled to receive dividends when, as and if declared by the Board of Directors
out of funds  legally  available  therefor.  In the  event  of our  liquidation,
dissolution  or winding  up, the holders of common  stock are  entitled to share
ratably in all assets remaining available for distribution to them after payment
of liabilities  and after  provision for claims against us. Holders of shares of
common stock,  as such,  have no  conversion,  preemptive or other  subscription
rights, and there are no redemption  provisions  applicable to the common stock.
All of the  outstanding  shares of common  stock  are,  and the shares of common
stock offered hereby, when issued against payment of the consideration set forth
in this prospectus, will be, fully paid and nonaccessable.

Transfer Agent

     The registrar and transfer  agent for our common stock is EquiServe,  L.P.,
P.O. Box 8029, Boston, Massachusetts 02266-8029, attention: Corporate Actions.

                                  LEGAL MATTERS

     The legality of the shares offered by this  prospectus has been passed upon
by Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP, Woodbridge, New Jersey.

                             ADDITIONAL INFORMATION

     This  prospectus  constitutes a part of a Registration  Statement  filed by
Entrada with the Commission  under the Securities Act of 1933.  This  prospectus
omits certain of the  information  contained in the  registration  statement and
reference  is hereby  made to the  registration  statement  and to the  exhibits
relating  thereto for further  information with respect to us and the securities
to which this prospectus  relates.  Statements  herein contained  concerning the
provisions  of any  document  it are  not  necessarily  complete,  and,  in each
instance,  reference is made 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.

     No dealer,  salesperson  or other  person has been  authorized  to give any
information  or to make any  representations  in  connection  with this offering
other  than those  contained  in this  Prospectus  and,  if given or made,  such
information or representations must not be relied upon as having been authorized
by  Entrada.  This  Prospectus  does  not  constitute  an  offer  to  sell  or a
solicitation  of an offer to buy by anyone  in any  jurisdiction  in which  such
offer or  solicitation  is not  authorized,  or in which the person  making such
offer or  solicitation is not qualified to do so, or to any person to whom it is
unlawful  to make such  offer or  solicitation.  Neither  the  delivery  of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication  that here has not been any change in the  affairs of Entrada  since
the date hereof.

      TABLE OF CONTENTS                            ENTRADA NETWORKS, INC.


Available Information.................3
Introduction..........................3
Purpose and Administration of Plan....4                PROSPECTUS
Restrictions on Sale of Common Stock..8           4,000,000 Shares of
Description of Capital Stock..........9              Common Stock
Legal Matters.........................9
Additional Information. . . . . . . ..9

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Certain Documents by Reference

     The following  documents  filed by Entrada with the Commission  pursuant to
the Exchange Act (File No. 000-26952) are hereby incorporated by reference:

     The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1999

     The Company's  Registration Statement on Form S-4 dated August 7, 2000.

     The Company's  Quarterly  Report on Form 10-Q for the fiscal  quarter ended
October 31, 2000.

          All  documents  subsequently  filed by Entrada  pursuant  to  Sections
     13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the termination of
     the offering  shall be deemed to be  incorporated  by  reference  into this
     Prospectus.

     Any  statement  contained  in any  document  incorporated  or  deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for the  purposes of this  Prospectus  to the extent that a statement  contained
herein or in any other  subsequently  filed documents which also is or is deemed
to be  incorporated  by reference  herein modifies or supersedes such statement.
Any  statement  so  modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Prospectus.

Item 4.    Description of Securities.      Not applicable.

Item 5.    Interests of Named Experts and Counsel.     Not applicable.

Item 6.    Indemnification of Directors and Officers:

     The Registrant's  Certificate of  Incorporation  reduces the liability of a
director  to the  corporation  or its  shareholders  for  monetary  damages  for
breaches of his or her fiduciary duty of care to the fullest extent  permissible
under  Delaware  law.  The  Bylaws  of  the  Registrant   further   provide  for
indemnification  of  corporate  agents to the maximum  extent  permitted  by the
Delaware General  Corporation Law. In addition,  the Registrant has entered into
Indemnification Agreements with its officers and directors.

Item 7.    Exemption from Registration Claimed.       Not applicable.

Item 8.    Exhibits

  Exhibit Number            Description of Document
  -------------             -----------------------

      5.1                  Opinion of Greenbaum, Rowe, Smith, Ravin, Davis &
                             Himmel LLP
     23.1                  Consent of Ernst & Young LLP
     23.2                  Consent of BDO Seidman, LLP
     23.3                  Consent of Greenbaum, Rowe, Smith, Ravin, Davis &
                             Himmel LLP (included in opinion filed as Exhibit 5)

Item 9.    Undertakings.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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


(1)      To file, during any period in which offers or sales are being made of
         the securities registered  hereby, a post-effective amendment to this
         Registration Statement:


         (i)  To include any prospectus required by Section 10(a)(3) of the
              Securities Act of 1933;

        (ii)  To reflect in the Prospectus any facts or events arising after the
              effective date of the Registration Statement (or the most recent
              post-effective amendment  thereof) which, individually or in the
              aggregate, represent a fundamental change in the information set
              forth in the Registration Statement; and

       (iii)  To include any material information with respect to the plan of
              distribution not previously disclosed in the Registration
              Statement or any material change to  such information in the
              Registration Statement;

provided however that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the Registration  Statement is on Form S-3 or Form S-8 and
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

(2)      That, for the purpose of determining any liability under  the
         Securities Act of 1933, each  such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered 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.


<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  ground to  believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Diego,  State of California,  on the 14th day of
December, 2000.

                                   ENTRADA NETWORKS, INC.


                                   By:/s/ Kanwar J.S. Chadha
                                      -------------------------------------
                                       Kanwar J.S. Chadha, President
                                       and Chief Executive Officer


                                   By:/s/ Lana Nino
                                      -------------------------------------
                                       Lana Nino, Chief Financial Officer
                                       (Principal Accounting Officer)

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes  and  appoints  Kanwar  J.S.  Chadha  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits  thereto and other documents
in connection  therewith,  with the Securities  and Exchange  Commission and any
other regulatory  authority,  granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary  to be one in and  about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact  and agent,  or his substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

Signature                             Title                   Date
---------                             -----                   ----

/s/ Kanwar J.S. Chadha                President and Chief     December 14, 2000
--------------------------            Executive Officer
KANWAR J.S. CHADHA

/s/ Leonard Hecht                     Director                December 14, 2000
--------------------------
LEONARD HECHT

/s/ Rohit Phansalkar                  Director                December 14, 2000
--------------------------
ROHIT PHANSALKAR

/s/ Davinder Sethi                    Director                December 14, 2000
--------------------------
DAVINDER SETHI


<PAGE>

                                    Exhibit 5

                Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
                           Metro Corporate Campus One
                                  P.O. Box 5600
                            Woodbridge, NJ 07095-0988

                                December 14, 2000


Entrada Networks, Inc.
10070 Mesa Rim Road
San Diego, California 92121

Gentlemen:

     We have acted as counsel to Entrada Networks,  Inc., a Delaware corporation
(the "Company"),  in connection with the filing by the Company of a Registration
Statement on Form S-8  (Registration  No. 333-             ), covering the
registration  of 4,000,000 shares of common stock, par value $.001 per share
("Common Stock"). We have been  asked to issue an  opinion  as to  whether  the
Common  Stock  being registered will, when sold, be legally issued, fully paid,
non-assessable,  and binding obligations of the Company.

     As  counsel  to  the  Company,   we  have  examined  the   Certificate   of
Incorporation  and By-Laws,  as amended to date, and other corporate  records of
the Company and have made such other  investigations as we have deemed necessary
in connection with the opinion  hereinafter  set forth.  We have relied,  to the
extent we deem such reliance  proper,  upon certain factual  representations  of
officers and  directors of the Company given in  certificates,  in answer to our
written  inquiries  and  otherwise,  and,  although  we have  not  independently
verified all of the facts contained  therein,  nothing has come to our attention
that would cause us to believe that any of the statements  contained therein are
untrue or misleading.

     In making the aforesaid  examinations,  we have assumed the  genuineness of
all signatures and the conformity to original  documents of all copies furnished
to us. We have assumed that the corporate records of the Company furnished to us
constitute all of the existing  corporate records of the Company and include all
corporate proceedings taken by it.

     Based solely upon and subject to the foregoing,  we are of the opinion that
the  shares  of Common  Stock are duly  authorized,  issued  and fully  paid and
non-assessable, and the issuance of such shares by the Company is not subject to
any preemptive or similar rights.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
aforesaid  Registration  Statement  and to the  reference  to our firm under the
caption "Legal Matters" in the Prospectus.


                              Very truly yours,

                              Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP

<PAGE>



                                  Exhibit 23.1


                                ERNST & YOUNG LLP




                         CONSENT OF INDEPENDENT AUDITORS



     We consent to the incorporation by reference in the registration  statement
(Form S-8) pertaining to the Entrada Networks, Inc. pertaining to the 2000 Stock
Incentive Plan of Entrada  Networks,  Inc. and related  Prospectus of our report
dated January 28, 2000, with respect to the  consolidated  financial  statements
and  schedule  of Sync  Research,  Inc.  (now known as Entrada  Networks,  Inc.)
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




Orange County, California
December 12, 2000



<PAGE>


                                  Exhibit 23.2

                                BDO Seidman, LLP
                      1900 Avenue of the Stars, 11th Floor
                              Los Angeles, CA 90067

               Consent of Independent Certified Public Accountants



Entrada Networks, Inc.
San Diego, California

     We hereby  consent to the  incorporation  by  reference  in the  Prospectus
constituting  a part of this  Registration  Statement  on Form S-8 or our report
dated March 23, 2000, accompanying the financial statements of Entrada Networks,
Inc.  (the  "Company")  as of January 31,  2000,  and for each of the years then
ended, as included in the Company's Report on Form S-4.


BDO SEIDMAN, LLP




Los Angeles, California
December 12, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "ENTRADA NETWORKS, INC.", "secsgml_size_bytes": 47526}]
{"company-data": {"conformed-name": "ENTRADA NETWORKS INC", "cik": "0001000695", "assigned-sic": "3577", "irs-number": "330676350", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51850", "film-number": "789354"}, "business-address": {"street1": "10070 MESA RIM ROAD", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "9495882070"}, "mail-address": {"street1": "10070 MESA RIM ROAD", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}, "former-company": {"former-conformed-name": "SYNC RESEARCH INC", "date-changed": "19950915"}}
As filed with the Securities and Exchange Commission on December 14, 2000.
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             ENTRADA NETWORKS, INC.
             (exact name of registrant as specified in its charter)

      Delaware                    3577                       33-0676350
  (State or other      (Primary Standard Industrial      (I.R.S. Employer
  jurisdiction of      Classification Code Number)       Identification No.)
  Incorporation
  or organization)

                               10070 Mesa Rim Road
                           San Diego, California 92121
                                 (858) 623-3265
          (Address, including zip code, and telephone number, including
                  area code, of registrant's principal offices)

                             DR. KANWAR J.S. CHADHA
                             Chief Executive Officer
                                  and President
                             Entrada Networks, Inc.
                               10070 Mesa Rim Road
                           San Diego, California 92121
                                 (858) 623-3265
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                             W. RAYMOND FELTON, ESQ.
                Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
                            Metro Corporate Campus I
                              Post Office Box 5600
                          Woodbridge, New Jersey 07095
                                 (732) 549-5600

        Approximate date of commencement of proposed sale to the public:
   As soon as practicable after this Registration Statement becomes effective.

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest reinvestment plans, check the following box.

     If any of the securities being registered on this Form are to be offered on
a delay or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box.   X
                               -----
CALCULATION OF REGISTRATION FEE

                                    Proposed       Proposed
Title of each                       Maximum        Maximum
Class of                            Offering       Aggregate       Amount of
Securities to     Amount to be      Price per      Offering        Registration
be Registered     Registered        Share          Price           Fee
-------------     ------------      ---------      ---------       ------------

Commom Stock,
$0.001 par value   2,905,500(2)      $4.11         $11,453,808      $3,323.16

Common Stock,
$0.001 par value   1,094,500         $2.00(3)      $2,189,000(3)    $608.54

     (1) In addition,  this  registration  statement  also covers any additional
shares of common stock which become  issuable under the plans  described in this
registration   statement  by  reason  of  any  stock   dividend,   stock  split,
recapitalization,  or other similar transaction  effected without the receipt of
consideration   which  results  in  an  increase  in  the  number  of Entrada's
outstanding shares of common stock.

     (2)  Represents  shares for which  options  have been  granted at a blended
average price of $4.11 per share.

     (3) The shares  under the plan are to be  offered  at prices not  presently
determinable.  Pursuant to Rule  457(h),  the  offering  price for the shares is
estimated  solely for the purpose of computing the registration fee and is based
on the  closing  price of the common  stock on  December  13,  2000,  $2.00,  as
reported on The Nasdaq  National  Market System of the National  Association  of
Securities Dealers, Inc.

     Entrada hereby amends this Registration  Statement on such date or dates as
may be necessary to delay its effective date until the  Registrant  shall file a
further amendment which  specifically  states that this  Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
PROSPECTUS

                             ENTRADA NETWORKS, INC.

                            2000 STOCK INCENTIVE PLAN

                                    4,000,000
                             SHARES OF COMMON STOCK
                          (PAR VALUE $0.001 PER SHARE)

     The  options for shares of the common  stock,  $.001 par value per share of
Entrada  Networks,  Inc.  covered by this  prospectus  have been, and may in the
future be, granted by Entrada to employees,  officers, consultants and directors
of Entrada  under the 2000 Stock  Incentive  Plan.  Options  covering  2,905,500
shares have been granted to certain of our employees, consultants and directors.
Additional  options to acquire up to 1,094,500 shares remain available for grant
under the plan. Each employee  receiving an option is offered the opportunity to
purchase  the number of shares  specified  in such  option at a price and on the
terms set forth therein.

     The net proceeds of the  offering  covered by this  prospectus  are not now
determinable as the proceeds will depend upon the number of shares offered,  the
number of shares purchased, prevailing market prices and expenses incurred.

     Optionees  should consult with legal counsel  concerning the shares and tax
law implications of his acquisition or sale of shares under the plans.

     Any officer,  director or  beneficial  owner of more than 10% of our common
stock who holds an option under the plan should  consider the  applicability  of
Section 16 of the  Securities  Exchange Act of 1934,  as amended,  in connection
with the exercise of any option and the sale of any of our common stock acquired
thereby.

     Our  principal  executive  office is located  at 10070  Mesa Rim Road,  San
Diego,  California  92121  and the  telephone  number  of such  office  is (858)
623-3265.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED UPON THE  ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                The date of this Prospectus is December 14, 2000.

     No  person  has  been  authorized  to give any  information  or to make any
representation  (not contained in this prospectus),  and, if given or made, such
information or representation  must not be relied upon as having been authorized
by us. Neither the delivery of this prospectus nor any sale made through its use
shall  imply  that  the  information  has not  changed  since  the  date of this
prospectus.
TABLE OF CONTENTS

                                                                       PAGE

AVAILABLE INFORMATION                                                    3

INTRODUCTION                                                             3

PURPOSE AND ADMINISTRATION OF PLAN                                       4

RESTRICTIONS ON RESALE OF COMMON STOCK                                   8

DESCRIPTION OF CAPITAL STOCK                                             8

         General                                                         9
         Common Stock                                                    9
         Transfer Agent                                                  9

LEGAL MATTERS                                                            9

ADDITIONAL INFORMATION                                                   9
AVAILABLE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934,  as  amended,  and in  accordance  therewith  file  reports,  proxy
statements and other  information  with the Securities and Exchange  Commission.
Such reports, proxy statements and other information can be inspected and copied
at the public  reference  facilities  maintained by the  Commission at 450 Fifth
Street,  N.W.,  Washington,  D.C.  20549  and at  the  regional  offices  of the
Commission  located at 500 West Madison  Street,  Chicago,  Illinois 60601 and 7
World Trade  Center,  New York,  New York 10048.  Copies of such material can be
obtained  from the  Public  Reference  Section  of the  Commission  at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.

     Our common stock is quoted on the NASDAQ  National  Market System under the
symbol ESAN, and such reports,  proxy statements and other  information can also
be  inspected  at  the  offices  of  NASDAQ  Operations,  1735 K  Street,  N.W.,
Washington,  D.C.  You may  also  access  such  material  electronically  at the
Commission's home page on the Internet (http://www.sec.gov).

     This prospectus  omits certain  information  contained in the  registration
statement on file with the Commission with respect to the shares offered hereby.
The  information  omitted may be obtained  from the  Commission's  office at 450
Fifth Street, N.W., Washington,  D.C. upon payment of the fees prescribed by the
rules and regulations of the Commission, or examined there without charge.

     We  will  provide  without  charge  to each  person  to whom a copy of this
prospectus  has been  delivered,  upon the  written or oral  request of any such
person,  a copy of any or all of the documents  incorporated by reference in the
registration statement of which this Prospectus forms a part (excluding exhibits
to such documents unless specifically  incorporated by reference).  Requests for
such copies should be directed to Investor Relations Department,  10070 Mesa Rim
Road, San Diego, California 92121, (858) 623-3265.

     We  furnish  our  shareholders  with  annual  reports   containing  audited
financial statements.

                                  INTRODUCTION

     Our Board of Directors  adopted the plan  effective  September 29, 2000 and
our shareholders  approved the plan effective  October 12, 2000. Under the plan,
shares may be offered to our employees,  officers,  directors and consultants at
prices and on terms and  conditions  contained  in the  respective  stock option
agreements between us and the recipients of stock option grants.

     Our  principal  executive  offices are located at 10070 Mesa Rim Road,  San
Diego, California 92121 and our telephone number is (858) 623-3265.

     Following  is a summary of the plan,  which is qualified in its entirety by
reference to the plan which has been filed previously with the Commission and is
incorporated by reference in the registration statement on Form S-8.
PURPOSE AND ADMINISTRATION OF THE PLAN

     We believe that the plan provides  valuable  incentives  for our employees,
directors and  consultants by providing them with an opportunity  for investment
in our common  stock as an  inducement  for them to remain in our  service,  and
encouraging them to increase their efforts to make our business more successful.
In accordance with this belief,  our Board of Directors  adopted the plan, which
was then approved by our shareholders.

     The plan is not subject to any provisions of the Employee Retirement Income
Security Act of 1974. We will provide reports to  participating  employees as to
the amount and status of their accounts upon request.

     Shares Reserved.  Four million (4,000,000) shares of common stock have been
authorized for issuance  under our 2000 incentive  plan. The number of shares of
common  stock   reserved  for  issuance  under  our  2000  incentive  plan  will
automatically  increase on the first trading day in January each calendar  year,
beginning in calendar year 2002, by an amount equal to 5% of the total number of
shares of common  stock  outstanding  on the last trading day in December of the
preceding  calendar year, but in no event will any such annual  increase  exceed
650,000  shares.  In addition,  no participant in our 2000 incentive plan may be
granted stock options,  separately  exercisable  stock  appreciation  rights and
direct  stock  issuances  for more than  1,000,000  shares  of common  stock per
calendar year.

     Equity  Incentive  Programs.  Our 2000  incentive plan is divided into five
separate components:

   -   the discretionary option grant program, under which eligible individuals
       in our employ or service may be granted options to purchase shares of
       common stock at an exercise price not less than 100% of the fair market
       value of those shares on the grant date, except for those granted
       pursuant to our Amended and Restated Merger Agreement with Osicom
       Technologies, Inc. dated August 2, 2000, for which the exercise price
       will be $3.19 per share;

   -   the stock issuance program, under which such individuals may be issued
       shares of common stock directly, through the purchase of such shares at
       a price not less than 100% of their fair market value at the time of
       issuance or as a bonus tied to the attainment of performance milestones
       or the completion of a specified period of service;

   -   the salary investment option grant program, under which our executive
       officers and other highly compensated employees may be given the
       opportunity to apply a portion of their base salary to the acquisition
       of special below-market stock option grants; and

   -   the automatic option grant program, under which option grants will
       automatically be made at periodic intervals to our non-employee board
       members to purchase shares of common stock at an exercise price equal to
       100% of the fair market value of those shares on the grant date.
Eligibility.  The individuals eligible to participate in our 2000 incentive
plan include our officers and other employees,  our  non-employee  board members
and any consultants we retain.

     Administration.  The  discretionary  option  grant  program  and the  stock
issuance program are administered by the compensation committee.  This committee
determines  which  eligible  individuals  are to receive  option grants or stock
issuances  under those  programs,  the time or times when such option  grants or
stock  issuances are to be made, the number of shares subject to each such grant
or  issuance,  the status of any  granted  option as either an  incentive  stock
option or a  non-statutory  stock option under the federal tax laws, the vesting
schedule to be in effect for the option grant or stock  issuance and the maximum
term for which any granted  option is to remain  outstanding.  The  compensation
committee has the exclusive authority to select the executive officers and other
highly compensated employees who may participate in the salary investment option
grant  program in the event that program is activated  for one or more  calendar
years.

     Plan Features. Our 2000 incentive plan includes the following features:

     -   The exercise price for the shares of common stock subject to option
         grants made under our 2000 incentive plan may be paid in  cash or in
         shares of common stock valued at fair market value on the exercise
         date. The option may also be exercised through a same-day sale program
         without any cash outlay by the optionee. In addition, the plan
         administrator may provide financial assistance to one or more
         optionees in the exercise of their outstanding options or the purchase
         of their unvested shares by allowing such individuals to deliver a
         full-recourse, interest-bearing promissory note in payment of the
         exercise price and any associated withholding taxes incurred in
         connection with such exercise or purchase.

     -   The compensation committee has the authority to cancel outstanding
         options under the discretionary option grant program, including options
         transferred from the predecessor plan, in return for the grant of new
         options for the same or a different number of option shares with an
         exercise price per share based upon the fair market value of our common
         stock on the new grant date.

     -   Stock appreciation rights are authorized for issuance under the
         discretionary option grant program. Such rights will provide the
         holders with the election to surrender their outstanding options for
         an appreciation distribution from us equal to the fair market value of
         the vested shares of common stock subject to the surrendered option,
         less the aggregate exercise price payable for those shares. Such
         appreciation distribution may be made in cash or in shares of common
         stock. None of the outstanding options under our predecessor plan
         contain any stock appreciation rights.

     The 2000  incentive  plan will  include  the  following  change in  control
provisions  which may result in the  accelerated  vesting of outstanding  option
grants and stock issuances:
-   In the event that we are acquired by merger or asset sale, each
         outstanding option under the discretionary option grant program which
         is not to be assumed by the successor corporation will automatically
         accelerate in full, and all  unvested shares under the discretionary
         option grant and stock issuance programs will immediately vest, except
         to the extent our repurchase rights with respect to those shares are
         to be assigned to the successor corporation.

      -  The compensation committee will have complete discretion to structure
         one or more options under the discretionary option grant program so
         those options will vest as to all the option shares in the event those
         options are assumed in the acquisition but the optionee's service with
         us or the acquiring entity is subsequently terminated. The vesting of
         outstanding shares under the stock issuance program may be accelerated
         upon similar terms and conditions.

      -  The compensation committee will also have the authority to grant
         options which will immediately vest in the event we are acquired,
         whether or not those options are assumed by the successor corporation.

      -  The compensation committee may grant options and structure repurchase
         rights so that the shares subject to those options or repurchase
         rights will immediately vest in connection with a successful tender
         offer for more than 50% of our outstanding voting stock or a change in
         the majority of our board through one or more contested elections for
         board membership. Such accelerated vesting may occur either at the
         time of such transaction or upon the subsequent termination of the
         individual's service.

      -  The options currently outstanding under our predecessor plan will
         immediately vest in the event we are acquired by merger or sale of
         substantially all our assets, unless those options are assumed by the
         acquiring entity or our repurchase rights with respect to any unvested
         shares subject to those options are assigned to such entity. However,
         a number of those options also contain a special acceleration provision
         pursuant to which the shares subject to those options will immediately
         vest upon an involuntary termination of the optionee's employment
         within 18 months following an acquisition in which the repurchase
         rights with respect to those shares are assigned to the acquiring
         entity.

     Salary  Investment  Option  Grant  Program.  In the event the  compensation
committee elects to activate the salary  investment option grant program for one
or more  calendar  years,  each  of our  executive  officers  and  other  highly
compensated  employees  selected for participation may elect, prior to the start
of the calendar year, to reduce his or her base salary for that calendar year by
a specified  dollar  amount not less than  $10,000 nor more than  $50,000.  Each
selected  individual  who files such a timely  election  will  automatically  be
granted,  on the first trading day in January of the calendar year for which his
or her salary reduction is to be in effect, an option to purchase that number of
shares of common stock  determined  by dividing the salary  reduction  amount by
two-thirds  of the fair market  value per share of our common stock on the grant
date.  The option will be exercisable at a price per share equal to one-third of
the fair market value of the option shares on the grant date.  As a result,  the
option will be  structured so that the fair market value of the option shares on
the grant date less the exercise price payable for those shares will be equal to
the amount by which the  optionee's  salary is reduced  under the  program.  The
option will become exercisable in a series of 12 equal monthly installments over
the calendar year for which the salary reduction is to be in effect.

     Automatic  Option Grant Program.  Under the automatic option grant program,
each individual who first becomes a non-employee  board member at any time after
the completion of this offering will  automatically  receive an option grant for
shares on the date such individual joins the board, provided such individual has
not  been  in our  prior  employ.  In  addition,  on the  date  of  each  annual
stockholders   meeting  held  after  the  completion  of  this  offering,   each
non-employee  board member who is to continue to serve as a  non-employee  board
member,   including  each  of  our  current  non-employee  board  members,  will
automatically be granted an option to purchase shares of common stock,  provided
such individual has served on our board for at least six months.

     Each  automatic  grant will have an  exercise  price per share equal to the
fair market  value per share of our common stock on the grant date and will have
a term of 10 years,  subject to earlier  termination  following  the  optionee's
cessation of board service.  The option will be immediately  exercisable for all
of the option shares; however, we may repurchase, at the exercise price paid per
share, any shares purchased under the option which are not vested at the time of
the optionee's  cessation of board  service.  The shares subject to each initial
share  automatic  option  grant  will  vest in a series of 4  successive  annual
installments  upon the optionee's  completion of each year of board service over
the 4-year  period  measured  from the grant  date.  The shares  subject to each
annual share automatic option grant will vest upon the optionee's  completion of
one year of board service measured from the grant date. However, the shares will
immediately  vest in full upon  certain  changes in control or ownership or upon
the optionee's death or disability while a board member.

     Our 2000 incentive plan also has the following features:

     -   Outstanding options under the salary investment and director fee option
         grant programs will immediately vest if we are acquired by a merger or
         asset sale or if there is a successful tender offer for more than 50%
         of our outstanding voting stock or a change in the majority of our
         board through one or more contested elections.

     -   Limited stock appreciation rights will automatically be included as
         part of each grant made under the salary investment option grant
         program and the automatic and director fee option grant programs, and
         these rights may also be granted to one or more officers as part of
         their option grants under the discretionary option grant program.
         Options with this feature may be surrendered to us upon the successful
         completion of a hostile tender offer for more than 50% of our
         outstanding voting stock. In return for the surrendered option, the
         optionee will be entitled to a cash distribution from us in an amount
         per surrendered option share based upon the highest price per share of
         our common stock paid in that tender offer.

      -  The board may amend or modify the 2000 incentive plan at any time,
         subject to any required stockholder approval.  The 2000 incentive plan
         will terminate no later than September 28, 2010.

Federal Income Tax Treatment of Incentive and Non-Qualified Stock Options

     Currently,  an employee will not be deemed to have realized income upon the
grant  of  a  non-qualified  stock  option  unless  the  option  has  a  readily
ascertainable  fair  market  value  at the  time it is  granted.  Generally,  an
employee will  recognize  ordinary  income upon the exercise of a  non-qualified
stock option (or, if the stock  subject to the option is  restricted  within the
meaning  of Code  Section  83 and the  employee  does  not  otherwise  elect  to
recognize  income  upon the  exercise of the stock  option,  at such time as the
Shares become  transferable  or are no longer  subject to a substantial  risk of
forfeiture)  in an amount  equal to the excess (if any) of the fair market value
of the Shares purchased,  at the time of exercise,  over the exercise price. The
company  will be  entitled to deduct an amount  equal to the amount  included as
income by the employee for the Company's  taxable year which  includes the close
of the employee's taxable year in which the income is included by the employee.

     An employee will also not be deemed to have received  income upon the grant
of an  incentive  stock option or,  except as noted below,  upon the exercise of
such option.  Unless  shares  acquired  upon exercise are disposed of within two
years of the date of grant or within one year of exercise, upon the sale of such
shares,  the optionee will generally  recognize capital gain or loss measured by
the  difference  between the amount  realized on the sale and the price paid for
the shares.  If a sale is made prior to either of such dates, an optionee's gain
on the sale of the shares  will be treated as  ordinary  income to the extent of
the lesser of the excess of the fair  market  value of the shares at the time of
exercise over the option price and the excess of the amount realized on the sale
of stock over the option  price.  The Company will be allowed a deduction at the
time of sale in the amount of the ordinary  income  recognized  by the optionee.
The balance of any gain  realized  will be treated as  long-term  or  short-term
capital  gain,  depending  upon the length of time the  shares  were held by the
optionee.

     Generally, the excess of the fair market value of an incentive stock option
at the time of exercise  (or, if the stock  subject to the option is  restricted
within  the  meaning  of Code  Section  83,  at such time as the  shares  become
transferable  or are not longer  subject to a substantial  risk of  forfeiture),
over the option price  constitutes an item of tax preference for purposes of the
alternative minimum tax. Thus, under certain  circumstances,  the exercise of an
incentive stock option will result in a tax at the time of exercise.

     There  can be no  assurance  that the Code or the  Regulations  promulgated
thereunder will not be amended to change these tax consequences.

     Reference  should be made to the  applicable  provisions of the Code and to
the Regulations  promulgated  thereunder for more detailed information as to the
tax treatment of options granted pursuant to the Plan.  Optionees should consult
their tax advisors with specific  reference to their own tax situations and with
regard to potential changes in the applicable laws.

                     RESTRICTIONS ON RESALE OF COMMON STOCK

     While the plans do not place  restrictions  on resales  of shares  acquired
thereunder,  shares  acquired  under the plans by an  "affiliate" as the term is
defined in Rule 405 under the Securities Act may only be resold  pursuant to the
registration requirements of the Securities Act, Rule 144, or another applicable
exemption  therefrom.  Generally,  sales of securities,  including  shares,  are
subject to the antifraud  provisions  contained in federal and state  securities
laws.  Acquisitions  (including acquisitions under the plan) and dispositions of
shares by an officer,  director or certain affiliates of us within any six-month
period may give rise to our right to recapture any profit from such transactions
pursuant  to  Section  16(b)  of the  Securities  Exchange  Act of  1934.  It is
advisable  for a  participant  to consult  with  legal  counsel  concerning  the
securities  law  implications  of his or her  exercise of options and his or her
acquisition or disposition of shares under the plans.

                          DESCRIPTION OF CAPITAL STOCK

General

     Entrada is authorized to issue 50,000,000 shares of common stock, par value
$0.001 per share and 2,000,000 shares of preferred  stock,  $0.001 par value per
share. As of the date of this prospectus,  there are 11,009,319 shares of common
stock outstanding.

Common Stock

     Each share of common  stock has one vote on all  matters  presented  to the
shareholders.  Since the common stock does not have cumulative voting rights the
holders of more than 50% of the shares may,  if they choose to do so,  elect all
of the directors,  and, in that event,  the holders of the remaining shares will
not be able to elect any of our  directors.  The  holders  of  common  stock are
entitled to receive dividends when, as and if declared by the Board of Directors
out of funds  legally  available  therefor.  In the  event  of our  liquidation,
dissolution  or winding  up, the holders of common  stock are  entitled to share
ratably in all assets remaining available for distribution to them after payment
of liabilities  and after  provision for claims against us. Holders of shares of
common stock,  as such,  have no  conversion,  preemptive or other  subscription
rights, and there are no redemption  provisions  applicable to the common stock.
All of the  outstanding  shares of common  stock  are,  and the shares of common
stock offered hereby, when issued against payment of the consideration set forth
in this prospectus, will be, fully paid and nonaccessable.

Transfer Agent

     The registrar and transfer  agent for our common stock is EquiServe,  L.P.,
P.O. Box 8029, Boston, Massachusetts 02266-8029, attention: Corporate Actions.

                                  LEGAL MATTERS

     The legality of the shares offered by this  prospectus has been passed upon
by Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP, Woodbridge, New Jersey.

                             ADDITIONAL INFORMATION

     This  prospectus  constitutes a part of a Registration  Statement  filed by
Entrada with the Commission  under the Securities Act of 1933.  This  prospectus
omits certain of the  information  contained in the  registration  statement and
reference  is hereby  made to the  registration  statement  and to the  exhibits
relating  thereto for further  information with respect to us and the securities
to which this prospectus  relates.  Statements  herein contained  concerning the
provisions  of any  document  it are  not  necessarily  complete,  and,  in each
instance,  reference is made 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.

     No dealer,  salesperson  or other  person has been  authorized  to give any
information  or to make any  representations  in  connection  with this offering
other  than those  contained  in this  Prospectus  and,  if given or made,  such
information or representations must not be relied upon as having been authorized
by  Entrada.  This  Prospectus  does  not  constitute  an  offer  to  sell  or a
solicitation  of an offer to buy by anyone  in any  jurisdiction  in which  such
offer or  solicitation  is not  authorized,  or in which the person  making such
offer or  solicitation is not qualified to do so, or to any person to whom it is
unlawful  to make such  offer or  solicitation.  Neither  the  delivery  of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication  that here has not been any change in the  affairs of Entrada  since
the date hereof.

      TABLE OF CONTENTS                            ENTRADA NETWORKS, INC.

Available Information.................3
Introduction..........................3
Purpose and Administration of Plan....4                PROSPECTUS
Restrictions on Sale of Common Stock..8           4,000,000 Shares of
Description of Capital Stock..........9              Common Stock
Legal Matters.........................9
Additional Information. . . . . . . ..9
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Certain Documents by Reference

     The following  documents  filed by Entrada with the Commission  pursuant to
the Exchange Act (File No. 000-26952) are hereby incorporated by reference:

     The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1999

     The Company's  Registration Statement on Form S-4 dated August 7, 2000.

     The Company's  Quarterly  Report on Form 10-Q for the fiscal  quarter ended
October 31, 2000.

          All  documents  subsequently  filed by Entrada  pursuant  to  Sections
     13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the termination of
     the offering  shall be deemed to be  incorporated  by  reference  into this
     Prospectus.

     Any  statement  contained  in any  document  incorporated  or  deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for the  purposes of this  Prospectus  to the extent that a statement  contained
herein or in any other  subsequently  filed documents which also is or is deemed
to be  incorporated  by reference  herein modifies or supersedes such statement.
Any  statement  so  modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Prospectus.

Item 4.    Description of Securities.      Not applicable.

Item 5.    Interests of Named Experts and Counsel.     Not applicable.

Item 6.    Indemnification of Directors and Officers:

     The Registrant's  Certificate of  Incorporation  reduces the liability of a
director  to the  corporation  or its  shareholders  for  monetary  damages  for
breaches of his or her fiduciary duty of care to the fullest extent  permissible
under  Delaware  law.  The  Bylaws  of  the  Registrant   further   provide  for
indemnification  of  corporate  agents to the maximum  extent  permitted  by the
Delaware General  Corporation Law. In addition,  the Registrant has entered into
Indemnification Agreements with its officers and directors.

Item 7.    Exemption from Registration Claimed.       Not applicable.

Item 8.    Exhibits

  Exhibit Number            Description of Document
  -------------             -----------------------

      5.1                  Opinion of Greenbaum, Rowe, Smith, Ravin, Davis &
                             Himmel LLP
     23.1                  Consent of Ernst & Young LLP
     23.2                  Consent of BDO Seidman, LLP
     23.3                  Consent of Greenbaum, Rowe, Smith, Ravin, Davis &
                             Himmel LLP (included in opinion filed as Exhibit 5)

Item 9.    Undertakings.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

(1)      To file, during any period in which offers or sales are being made of
         the securities registered  hereby, a post-effective amendment to this
         Registration Statement:

         (i)  To include any prospectus required by Section 10(a)(3) of the
              Securities Act of 1933;

        (ii)  To reflect in the Prospectus any facts or events arising after the
              effective date of the Registration Statement (or the most recent
              post-effective amendment  thereof) which, individually or in the
              aggregate, represent a fundamental change in the information set
              forth in the Registration Statement; and

       (iii)  To include any material information with respect to the plan of
              distribution not previously disclosed in the Registration
              Statement or any material change to  such information in the
              Registration Statement;

provided however that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the Registration  Statement is on Form S-3 or Form S-8 and
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

(2)      That, for the purpose of determining any liability under  the
         Securities Act of 1933, each  such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered 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.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  ground to  believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Diego,  State of California,  on the 14th day of
December, 2000.

                                   ENTRADA NETWORKS, INC.

                                   By:/s/ Kanwar J.S. Chadha
                                      -------------------------------------
                                       Kanwar J.S. Chadha, President
                                       and Chief Executive Officer

                                   By:/s/ Lana Nino
                                      -------------------------------------
                                       Lana Nino, Chief Financial Officer
                                       (Principal Accounting Officer)

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes  and  appoints  Kanwar  J.S.  Chadha  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits  thereto and other documents
in connection  therewith,  with the Securities  and Exchange  Commission and any
other regulatory  authority,  granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary  to be one in and  about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact  and agent,  or his substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

Signature                             Title                   Date
---------                             -----                   ----

/s/ Kanwar J.S. Chadha                President and Chief     December 14, 2000
--------------------------            Executive Officer
KANWAR J.S. CHADHA

/s/ Leonard Hecht                     Director                December 14, 2000
--------------------------
LEONARD HECHT

/s/ Rohit Phansalkar                  Director                December 14, 2000
--------------------------
ROHIT PHANSALKAR

/s/ Davinder Sethi                    Director                December 14, 2000
--------------------------
DAVINDER SETHI
Exhibit 5

                Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
                           Metro Corporate Campus One
                                  P.O. Box 5600
                            Woodbridge, NJ 07095-0988

                                December 14, 2000

Entrada Networks, Inc.
10070 Mesa Rim Road
San Diego, California 92121

Gentlemen:

     We have acted as counsel to Entrada Networks,  Inc., a Delaware corporation
(the "Company"),  in connection with the filing by the Company of a Registration
Statement on Form S-8  (Registration  No. 333-             ), covering the
registration  of 4,000,000 shares of common stock, par value $.001 per share
("Common Stock"). We have been  asked to issue an  opinion  as to  whether  the
Common  Stock  being registered will, when sold, be legally issued, fully paid,
non-assessable,  and binding obligations of the Company.

     As  counsel  to  the  Company,   we  have  examined  the   Certificate   of
Incorporation  and By-Laws,  as amended to date, and other corporate  records of
the Company and have made such other  investigations as we have deemed necessary
in connection with the opinion  hereinafter  set forth.  We have relied,  to the
extent we deem such reliance  proper,  upon certain factual  representations  of
officers and  directors of the Company given in  certificates,  in answer to our
written  inquiries  and  otherwise,  and,  although  we have  not  independently
verified all of the facts contained  therein,  nothing has come to our attention
that would cause us to believe that any of the statements  contained therein are
untrue or misleading.

     In making the aforesaid  examinations,  we have assumed the  genuineness of
all signatures and the conformity to original  documents of all copies furnished
to us. We have assumed that the corporate records of the Company furnished to us
constitute all of the existing  corporate records of the Company and include all
corporate proceedings taken by it.

     Based solely upon and subject to the foregoing,  we are of the opinion that
the  shares  of Common  Stock are duly  authorized,  issued  and fully  paid and
non-assessable, and the issuance of such shares by the Company is not subject to
any preemptive or similar rights.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
aforesaid  Registration  Statement  and to the  reference  to our firm under the
caption "Legal Matters" in the Prospectus.

                              Very truly yours,

                              Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
Exhibit 23.1

                                ERNST & YOUNG LLP

                         CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the registration  statement
(Form S-8) pertaining to the Entrada Networks, Inc. pertaining to the 2000 Stock
Incentive Plan of Entrada  Networks,  Inc. and related  Prospectus of our report
dated January 28, 2000, with respect to the  consolidated  financial  statements
and  schedule  of Sync  Research,  Inc.  (now known as Entrada  Networks,  Inc.)
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

Orange County, California
December 12, 2000
Exhibit 23.2

                                BDO Seidman, LLP
                      1900 Avenue of the Stars, 11th Floor
                              Los Angeles, CA 90067

               Consent of Independent Certified Public Accountants

Entrada Networks, Inc.
San Diego, California

     We hereby  consent to the  incorporation  by  reference  in the  Prospectus
constituting  a part of this  Registration  Statement  on Form S-8 or our report
dated March 23, 2000, accompanying the financial statements of Entrada Networks,
Inc.  (the  "Company")  as of January 31,  2000,  and for each of the years then
ended, as included in the Company's Report on Form S-4.

BDO SEIDMAN, LLP

Los Angeles, California
December 12, 2000