As filed with the Securities and Exchange Commission on January 11, 2000
                                                  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)

                        1996 OMNIBUS STOCK INCENTIVE PLAN
                            1997 STOCK INCENTIVE PLAN
                                       and
                            1999 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.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 704-6000

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

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                  <C>                   <C>                     <C>
                                                                     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       5,300,000 (1)          $5.657 (2)            $29,982,100            $8,334.99
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      1996 Omnibus Stock  Incentive  Plan, the 1997 Stock Incentive Plan and the
      1999 Stock Incentive Plan.
(2)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(h) and (c),  the average  ($5.657) of the closing bid
      ($5.625) and closing asked ($5.688) price on the Nasdaq SmallCap Market on
      January 6, 2000.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The  following  documents  filed  by 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  (the  "1934  Act") are
incorporated herein by reference:

                  (a)      The registrant's Annual Report on Form 10-KSB for the
                           year ended December 31, 1998;

                  (b)      The registrant's Quarterly Reports on Form 10-QSB for
                           the quarters ended March 31, 1999, June 30, 1999 and
                           September 30, 1999; and

                  (c)      The  description  of the  registrant's  common  stock
                           contained in the registrant's  registration statement
                           on Form SB-2/A filed on July  15,1996,  including any
                           amendment or report filed for the purpose of updating
                           such descriptions.

                  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,  inasmuch as the  registrant's  common stock is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.


<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The description of the  indemnification and insurance provided
to the officers and directors of the Registrant  contained under "Management" in
the  registrant's  registration  statement  on  Form  SB-2/A  (Registration  No.
333-04156) is hereby incorporated by reference.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

                  See Exhibit Index on page 9 of this registration statement.

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;

                      (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, 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 January
6, 2000.

                                            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 6th day of January, 2000.


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



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


By:/s/ Martin Eric Weisberg        Secretary and Director
  -------------------------
     Martin Eric Weisberg

<PAGE>

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


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


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


By: /s/ Steven A. Newman           Director
   -----------------------------
     Steven A. Newman


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


By:/s/ Eugene J. Amobi             Director
   ------------------------------
     Eugene J. Amobi



*By:/s/ Edward G. Newman           Director
    -----------------------------
        Edward G. Newman
       Attorney-in-fact

<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)



                                 JANUARY 6, 2000


<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit
Number       Description
------       -----------
<S>          <C>
5.1          Opinion of Parker Chapin Flattau & Klimpl, LLP, as to the legality of the
             common stock being offered.
23.1         Consent of Parker Chapin Flattau & Klimpl, LLP (included in their opinion filed
             as Exhibit 5.1).
23.2         Consent of PricewaterhouseCoopers LLP
24.1         Power of attorney of certain officers and directors of the registrant (contained in
             the signature page).
99.1         1996 Omnibus Stock Incentive Plan.
99.2         1997 Stock Incentive Plan.
99.3         1999 Stock Incentive Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF XYBERNAUT CORPORATION", "secsgml_size_bytes": 16635}]
{"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": "333-94463", "film-number": "505763"}, "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 January 11, 2000
                                                  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)

                        1996 OMNIBUS STOCK INCENTIVE PLAN
                            1997 STOCK INCENTIVE PLAN
                                       and
                            1999 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.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (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       5,300,000 (1)          $5.657 (2)            $29,982,100            $8,334.99
------------------------------------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      1996 Omnibus Stock  Incentive  Plan, the 1997 Stock Incentive Plan and the
      1999 Stock Incentive Plan.
(2)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(h) and (c),  the average  ($5.657) of the closing bid
      ($5.625) and closing asked ($5.688) price on the Nasdaq SmallCap Market on
      January 6, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The  following  documents  filed  by 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  (the  "1934  Act") are
incorporated herein by reference:

                  (a)      The registrant's Annual Report on Form 10-KSB for the
                           year ended December 31, 1998;

                  (b)      The registrant's Quarterly Reports on Form 10-QSB for
                           the quarters ended March 31, 1999, June 30, 1999 and
                           September 30, 1999; and

                  (c)      The  description  of the  registrant's  common  stock
                           contained in the registrant's  registration statement
                           on Form SB-2/A filed on July  15,1996,  including any
                           amendment or report filed for the purpose of updating
                           such descriptions.

                  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,  inasmuch as the  registrant's  common stock is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The description of the  indemnification and insurance provided
to the officers and directors of the Registrant  contained under "Management" in
the  registrant's  registration  statement  on  Form  SB-2/A  (Registration  No.
333-04156) is hereby incorporated by reference.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

                  See Exhibit Index on page 9 of this registration statement.

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;

                      (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, 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 January
6, 2000.

                                            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 6th day of January, 2000.

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

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

By:/s/ Martin Eric Weisberg        Secretary and Director
  -------------------------
     Martin Eric Weisberg
By: /s/ Lt. Gen. Harry E. Soyster  Director
   ------------------------------
     Lt. Gen. Harry E. Soyster

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

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

By: /s/ Steven A. Newman           Director
   -----------------------------
     Steven A. Newman

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

By:/s/ Eugene J. Amobi             Director
   ------------------------------
     Eugene J. Amobi

*By:/s/ Edward G. Newman           Director
    -----------------------------
        Edward G. Newman
       Attorney-in-fact
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)

                                 JANUARY 6, 2000
EXHIBIT INDEX
Exhibit
Number       Description
------       -----------
5.1          Opinion of Parker Chapin Flattau & Klimpl, LLP, as to the legality of the
             common stock being offered.
23.1         Consent of Parker Chapin Flattau & Klimpl, LLP (included in their opinion filed
             as Exhibit 5.1).
23.2         Consent of PricewaterhouseCoopers LLP
24.1         Power of attorney of certain officers and directors of the registrant (contained in
             the signature page).
99.1         1996 Omnibus Stock Incentive Plan.
99.2         1997 Stock Incentive Plan.
99.3         1999 Stock Incentive Plan.