As filed with the Securities and Exchange Commission on July 12, 2002
                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              XYBERNAUT CORPORATION
             (Exact name of registrant as specified in its charter)

               Delaware                                        54-1799851
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

12701 Fair Lakes Circle, Fairfax, Virginia                        22033
(Address of Principal Executive Offices)                       (Zip Code)


                            2002 Stock Incentive Plan
                            (Full title of the plan)

                                Edward G. Newman
                             12701 Fair Lakes Circle
                             Fairfax, Virginia 22033
                                 (703) 631-6925
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                           Martin Eric Weisberg, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6000


APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.



<PAGE>





<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==============================================================================================================================

                                                                     Proposed              Proposed
    Title of each class of securities          Amount To              Maximum               Maximum              Amount Of
            to be registered                 Be Registered        Aggregate Price          Aggregate            Registration
                                                                     Per Share          Offering Price              Fee
------------------------------------------------------------------------------------------------------------------------------

<S>                                          <C>                   <C>                   <C>                  <C>
Common Stock, $.01 par value per share       3,000,000 (1)          $0.63 (2)            $1,890,000           $173.88
==============================================================================================================================
</TABLE>

(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      2002 Stock Incentive Plan.
(2)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(h) and (c), the average  ($0.63) of the closing bid
      ($0.62) and closing asked  ($0.63) price on the Nasdaq National Market
      on July 8, 2002.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The  following   documents   filed  by  Xybernaut   Corporation   (the
"Registrant") with the Securities and Exchange  Commission  (Commission File No.
0-15086)  pursuant to Section 13(a) of the  Securities  Exchange Act of 1934, as
amended (the "1934 Act") are incorporated herein by reference:

          (a)  The  Registrant's  Annual Report on Form 10-K, filed on March 28,
               2002, for the year ended December 31, 2001;

          (b)  The Registrant's  Quarterly Report on Form 10-Q, filed on May 15,
               2002, for the quarter ended March 31, 2002; and

          (c)  The description of the Registrant's common stock contained in the
               Registrant's  registration statement on Form SB-2/A (Registration
               No.  333-04156) filed on July 17, 1996,  including any amendments
               or reports filed for the purpose of updating that description.

          All  documents  filed  subsequent  to the  date of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not required,  as the  Registrant's  common stock is registered  under
Section 12 of the 1934 Act.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section  145 of the General  Corporation  Law of the State of Delaware
(the "DGCL") provides,  in general,  that a corporation  incorporated  under the
laws of the State of Delaware, such as the Registrant,  may indemnify any person
who was or is a party or is


<PAGE>

threatened to be made a party to any  threatened,  pending or completed  action,
suit or  proceeding  (other than a  derivative  action by or in the right of the
corporation)  by  reason of the fact  that  such  person  is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with such action,  suit or  proceeding  if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no reasonable  cause to believe such  person's  conduct was
unlawful.  In the  case of a  derivative  action,  a  Delaware  corporation  may
indemnify any such person against expenses (including  attorneys' fees) actually
and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement  of such action or suit if such  person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the  corporation,  except that no  indemnification  will be made in
respect of any claim,  issue or matter as to which  such  person  will have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery  of the State of  Delaware  or any other  court in which such
action was brought  determines such person is fairly and reasonably  entitled to
indemnity for such expenses.

          The Registrant's  certificate of incorporation provides that directors
will not be  personally  liable for monetary  damages to the  Registrant  or its
stockholders  for breach of fiduciary  duty as a director,  except for liability
resulting from a breach of the  director's  duty of loyalty to the Registrant or
its stockholders, intentional misconduct or willful violation of law, actions or
inactions not in good faith, an unlawful stock purchase or payment of a dividend
under Delaware law, or  transactions  from which the director  derives  improper
personal benefit.  Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.  The Registrant's
certificate  of  incorporation  also  authorizes the Registrant to indemnify its
officers, directors and other agents, by bylaws, agreements or otherwise, to the
fullest extent  permitted under Delaware law. The Registrant has entered into an
indemnification  agreement with each of its directors and officers which may, in
some cases, be broader than the specific indemnification provisions contained in
the Registrant's  certificate of  incorporation or as otherwise  permitted under
Delaware law. Each indemnification  agreement may require the Registrant,  among
other  things,   to  indemnify  such  officers  and  directors  against  certain
liabilities that may arise by reason of their status or service as a director or
officer,  against  liabilities  arising  from willful  misconduct  of a culpable
nature, and to obtain directors' and officers'  liability insurance if available
on reasonable terms.

          The Registrant  maintains  directors and officers  liability  policies
that contain a combined limit of liability of $15,000,000 per policy year.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

<PAGE>

ITEM 8.   EXHIBITS.

Exhibit
Number            Description
------            -----------

5.1       Opinion of Jenkens & Gilchrist  Parker  Chapin LLP, as to the legality
          of the common stock being offered.

23.1      Consent of Jenkens & Gilchrist  Parker  Chapin LLP  (included in their
          opinion filed as Exhibit 5.1).

23.2      Consent of Grant Thornton LLP.

24.1      Power of attorney of certain  officers and directors of the Registrant
          (contained in the signature page).

99.1      2002 Stock Incentive Plan.*
--------------

* Incorporated by reference to the  Registrant's  Definitive  Proxy Statement on
Schedule 14A, as filed with the Securities and Exchange  Commission on April 30,
2002, and annexed as Appendix A thereto.

ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

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

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

              (ii)  To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent  no more than 20 percent  change in the
                    maximum  aggregate  offering price set forth in "Calculation
                    of  Registration  Fee" table in the  effective  Registration
                    Statement;

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


<PAGE>

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  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 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, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
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 herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions  described  in Item 6
above, or otherwise,  the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the  Securities  Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.



<PAGE>



                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fairfax,  the  Commonwealth of Virginia on July 12,
2002.

                                          XYBERNAUT CORPORATION


                                          By: /s/ Edward G. Newman
                                             -----------------------------------
                                              Edward G. Newman
                                              Chairman of the Board, President
                                              and Chief Executive Officer

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature below
constitutes  and appoints each of Edward G. Newman and Steven A. Newman his true
and lawful  attorney-in-fact and agent, each 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,  granting unto each said  attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and  agent or  either  of them or their 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 below by the  following  persons in the
capacities indicated on the 12th day of July, 2002.


/s/ Edward G. Newman                        Chairman of the Board, President and
-----------------------------------         Chief Executive Officer
Edward G. Newman


/s/ Steven A. Newman                        Executive Vice President and
-----------------------------------         Vice Chairman of the Board
Steven A. Newman

<PAGE>


/s/ Kazuyuki Toyosato                       Executive Vice President and
-----------------------------------         Director
Kazuyuki Toyosato


/s/ John F. Moynahan                        Senior Vice President, Treasurer and
-----------------------------------         Chief Financial Officer
John F. Moynahan


/s/ Edwin Vogt                              Senior Vice President and Director
-----------------------------------
Edwin Vogt


/s/ Eugene J. Amobi                         Vice President and Director
-----------------------------------
Eugene J. Amobi


/s/ Martin Eric Weisberg, Esq.              Secretary and Director
-----------------------------------
Martin Eric Weisberg, Esq.


/s/ James S. Gilmore III, Esq.              Director
-----------------------------------
James S. Gilmore III, Esq.


/s/ Keith P. Hicks                          Director
-----------------------------------
Keith P. Hicks


/s/ Phillip E. Pearce                       Director
-----------------------------------
Phillip E. Pearce


/s/ James J. Ralabate                       Director
-----------------------------------
James J. Ralabate


/s/ Lt. Gen. Harry E. Soyster               Director
-----------------------------------
Lt. Gen. Harry E. Soyster


<PAGE>

                                 SECURITIES AND
                                    EXCHANGE
                                   COMMISSION

                             WASHINGTON, D.C. 20549


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




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


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







                              XYBERNAUT CORPORATION
                       (EXACT NAME OF ISSUER AS SPECIFIED
                                 IN ITS CHARTER)



                                  July 12, 2002


<PAGE>


                                  EXHIBIT INDEX



Exhibit
Number            Description
------            -----------

5.1       Opinion of Jenkens & Gilchrist  Parker  Chapin LLP, as to the legality
          of the common stock being offered.
23.1      Consent of Jenkens & Gilchrist  Parker  Chapin LLP  (included in their
          opinion filed as Exhibit 5.1).
23.2      Consent of Grant Thornton LLP.
24.1      Power of attorney of certain  officers and directors of the Registrant
          (contained in the signature page).
99.1      2002 Stock Incentive Plan. *

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

* Incorporated by reference to the  Registrant's  Definitive  Proxy Statement on
Schedule 14A, as filed with the Securities and Exchange  Commission on April 30,
2002, and annexed as Appendix A thereto.
[{"type": "S-8", "sequence": "1", "filename": "forms80702.txt", "description": "FORM S-8 (JULY 2002)", "secsgml_size_bytes": 20687}]
{"company-data": {"conformed-name": "XYBERNAUT CORP", "cik": "0001013148", "assigned-sic": "3576", "irs-number": "541799851", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92344", "film-number": "02702164"}, "business-address": {"street1": "12701 FAIR LAKES CIRCLE", "street2": "STE 550", "city": "FAIRFAX", "state": "VA", "zip": "22033", "phone": "7036316925"}, "mail-address": {"street1": "12701 FAIR LAKES CIRCLE", "city": "FAIRFAX", "state": "VA", "zip": "22033"}}
As filed with the Securities and Exchange Commission on July 12, 2002
                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              XYBERNAUT CORPORATION
             (Exact name of registrant as specified in its charter)

               Delaware                                        54-1799851
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

12701 Fair Lakes Circle, Fairfax, Virginia                        22033
(Address of Principal Executive Offices)                       (Zip Code)

                            2002 Stock Incentive Plan
                            (Full title of the plan)

                                Edward G. Newman
                             12701 Fair Lakes Circle
                             Fairfax, Virginia 22033
                                 (703) 631-6925
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                           Martin Eric Weisberg, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6000

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
==============================================================================================================================

                                                                     Proposed              Proposed
    Title of each class of securities          Amount To              Maximum               Maximum              Amount Of
            to be registered                 Be Registered        Aggregate Price          Aggregate            Registration
                                                                     Per Share          Offering Price              Fee
------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share       3,000,000 (1)          $0.63 (2)            $1,890,000           $173.88
==============================================================================================================================
(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      2002 Stock Incentive Plan.
(2)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(h) and (c), the average  ($0.63) of the closing bid
      ($0.62) and closing asked  ($0.63) price on the Nasdaq National Market
      on July 8, 2002.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The  following   documents   filed  by  Xybernaut   Corporation   (the
"Registrant") with the Securities and Exchange  Commission  (Commission File No.
0-15086)  pursuant to Section 13(a) of the  Securities  Exchange Act of 1934, as
amended (the "1934 Act") are incorporated herein by reference:

          (a)  The  Registrant's  Annual Report on Form 10-K, filed on March 28,
               2002, for the year ended December 31, 2001;

          (b)  The Registrant's  Quarterly Report on Form 10-Q, filed on May 15,
               2002, for the quarter ended March 31, 2002; and

          (c)  The description of the Registrant's common stock contained in the
               Registrant's  registration statement on Form SB-2/A (Registration
               No.  333-04156) filed on July 17, 1996,  including any amendments
               or reports filed for the purpose of updating that description.

          All  documents  filed  subsequent  to the  date of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not required,  as the  Registrant's  common stock is registered  under
Section 12 of the 1934 Act.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section  145 of the General  Corporation  Law of the State of Delaware
(the "DGCL") provides,  in general,  that a corporation  incorporated  under the
laws of the State of Delaware, such as the Registrant,  may indemnify any person
who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or  proceeding  (other than a  derivative  action by or in the right of the
corporation)  by  reason of the fact  that  such  person  is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with such action,  suit or  proceeding  if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no reasonable  cause to believe such  person's  conduct was
unlawful.  In the  case of a  derivative  action,  a  Delaware  corporation  may
indemnify any such person against expenses (including  attorneys' fees) actually
and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement  of such action or suit if such  person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the  corporation,  except that no  indemnification  will be made in
respect of any claim,  issue or matter as to which  such  person  will have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery  of the State of  Delaware  or any other  court in which such
action was brought  determines such person is fairly and reasonably  entitled to
indemnity for such expenses.

          The Registrant's  certificate of incorporation provides that directors
will not be  personally  liable for monetary  damages to the  Registrant  or its
stockholders  for breach of fiduciary  duty as a director,  except for liability
resulting from a breach of the  director's  duty of loyalty to the Registrant or
its stockholders, intentional misconduct or willful violation of law, actions or
inactions not in good faith, an unlawful stock purchase or payment of a dividend
under Delaware law, or  transactions  from which the director  derives  improper
personal benefit.  Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.  The Registrant's
certificate  of  incorporation  also  authorizes the Registrant to indemnify its
officers, directors and other agents, by bylaws, agreements or otherwise, to the
fullest extent  permitted under Delaware law. The Registrant has entered into an
indemnification  agreement with each of its directors and officers which may, in
some cases, be broader than the specific indemnification provisions contained in
the Registrant's  certificate of  incorporation or as otherwise  permitted under
Delaware law. Each indemnification  agreement may require the Registrant,  among
other  things,   to  indemnify  such  officers  and  directors  against  certain
liabilities that may arise by reason of their status or service as a director or
officer,  against  liabilities  arising  from willful  misconduct  of a culpable
nature, and to obtain directors' and officers'  liability insurance if available
on reasonable terms.

          The Registrant  maintains  directors and officers  liability  policies
that contain a combined limit of liability of $15,000,000 per policy year.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.
ITEM 8.   EXHIBITS.

Exhibit
Number            Description
------            -----------

5.1       Opinion of Jenkens & Gilchrist  Parker  Chapin LLP, as to the legality
          of the common stock being offered.

23.1      Consent of Jenkens & Gilchrist  Parker  Chapin LLP  (included in their
          opinion filed as Exhibit 5.1).

23.2      Consent of Grant Thornton LLP.

24.1      Power of attorney of certain  officers and directors of the Registrant
          (contained in the signature page).

99.1      2002 Stock Incentive Plan.*
--------------

* Incorporated by reference to the  Registrant's  Definitive  Proxy Statement on
Schedule 14A, as filed with the Securities and Exchange  Commission on April 30,
2002, and annexed as Appendix A thereto.

ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

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

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

              (ii)  To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent  no more than 20 percent  change in the
                    maximum  aggregate  offering price set forth in "Calculation
                    of  Registration  Fee" table in the  effective  Registration
                    Statement;

              (iii) To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously  disclosed  in  this
                    Registration  Statement  or  any  material  change  to  such
                    information in this Registration Statement;
provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  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 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, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
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 herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions  described  in Item 6
above, or otherwise,  the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the  Securities  Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fairfax,  the  Commonwealth of Virginia on July 12,
2002.

                                          XYBERNAUT CORPORATION

                                          By: /s/ Edward G. Newman
                                             -----------------------------------
                                              Edward G. Newman
                                              Chairman of the Board, President
                                              and Chief Executive Officer

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature below
constitutes  and appoints each of Edward G. Newman and Steven A. Newman his true
and lawful  attorney-in-fact and agent, each 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,  granting unto each said  attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and  agent or  either  of them or their 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 below by the  following  persons in the
capacities indicated on the 12th day of July, 2002.

/s/ Edward G. Newman                        Chairman of the Board, President and
-----------------------------------         Chief Executive Officer
Edward G. Newman

/s/ Steven A. Newman                        Executive Vice President and
-----------------------------------         Vice Chairman of the Board
Steven A. Newman
/s/ Kazuyuki Toyosato                       Executive Vice President and
-----------------------------------         Director
Kazuyuki Toyosato

/s/ John F. Moynahan                        Senior Vice President, Treasurer and
-----------------------------------         Chief Financial Officer
John F. Moynahan

/s/ Edwin Vogt                              Senior Vice President and Director
-----------------------------------
Edwin Vogt

/s/ Eugene J. Amobi                         Vice President and Director
-----------------------------------
Eugene J. Amobi

/s/ Martin Eric Weisberg, Esq.              Secretary and Director
-----------------------------------
Martin Eric Weisberg, Esq.

/s/ James S. Gilmore III, Esq.              Director
-----------------------------------
James S. Gilmore III, Esq.

/s/ Keith P. Hicks                          Director
-----------------------------------
Keith P. Hicks

/s/ Phillip E. Pearce                       Director
-----------------------------------
Phillip E. Pearce

/s/ James J. Ralabate                       Director
-----------------------------------
James J. Ralabate

/s/ Lt. Gen. Harry E. Soyster               Director
-----------------------------------
Lt. Gen. Harry E. Soyster
SECURITIES AND
                                    EXCHANGE
                                   COMMISSION

                             WASHINGTON, D.C. 20549

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

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

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

                              XYBERNAUT CORPORATION
                       (EXACT NAME OF ISSUER AS SPECIFIED
                                 IN ITS CHARTER)

                                  July 12, 2002
EXHIBIT INDEX

Exhibit
Number            Description
------            -----------

5.1       Opinion of Jenkens & Gilchrist  Parker  Chapin LLP, as to the legality
          of the common stock being offered.
23.1      Consent of Jenkens & Gilchrist  Parker  Chapin LLP  (included in their
          opinion filed as Exhibit 5.1).
23.2      Consent of Grant Thornton LLP.
24.1      Power of attorney of certain  officers and directors of the Registrant
          (contained in the signature page).
99.1      2002 Stock Incentive Plan. *

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

* Incorporated by reference to the  Registrant's  Definitive  Proxy Statement on
Schedule 14A, as filed with the Securities and Exchange  Commission on April 30,
2002, and annexed as Appendix A thereto.