content: <PAGE>   1
  
  
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996
                                REGISTRATION NO. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                CROSSCOMM CORPORATION
                 (Exact name of issuer as specified in its charter)
  
            Delaware                                52-1513201
  (State or other jurisdiction of       (I.R.S. Employer Identification No.)
  incorporation or organization)
  
  450 Donald Lynch Boulevard, Marlborough, MA          01752
  (Address of Principal Executive Offices)          (Zip Code)
  
                               1996 STOCK OPTION PLAN
                              (Full title of the plan)
  
                     Philip P. Rossetti, Esq., c/o Hale and Dorr
                    60 State Street, Boston, Massachusetts 02109
                       (Name and address of agent for service)
  
                                   (617) 526-6000
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  
                                                    Proposed
   Title of                         Proposed        Maximum
  Securities         Amount to       Maximum       Aggregate     Amount of
     to be              be       Offering Price    Offering     Registration
  Registered        Registered    Per Share (1)    Price (1)      Fee (1)
  - --------------------------------------------------------------------------------
  Common Stock,    700,000 Shares  $11.1796875   $7,825,781.25   $2,698.55
  $.01 par value
  - --------------------------------------------------------------------------------
  
          (1) Estimated solely for the purpose of calculating the registration
  fee in accordance with Rule 457(c) and (h) of the Securities Act of 1933, as
  amended, and based on the average of the high and low prices of the Common
  Stock on the National Association of Securities Dealers Automated Quotation
  System's National Market System on June 3, 1996.
  
  
  <PAGE>   2
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       Item 1. Plan Information.
  
            The information required by Part I is included in documents sent or
       given to participants in the 1996 Stock Option Plan of CrossComm
       Corporation (the "Registrant"), pursuant to Rule 428(b)(1) of the
       Securities Act of 1933 (as amended, the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. Incorporation of Certain Documents by Reference.
  
            The Registrant is subject to the informational and reporting
       requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act
       of 1934 (as amended, the "Exchange Act"), and in accordance therewith files
       reports, proxy statements and other information with the Securities and
       Exchange Commission. The following documents, which are on file with the
       Securities and Exchange Commission, are incorporated in this Registration
       Statement by reference:
  
                 (a) The Registrant's latest annual report filed pursuant to
            Section 13(a) or 15(d) of the Exchange Act or the latest prospectus
            filed pursuant to Rule 424(b) under the Securities Act that contains
            audited financial statements for the Registrant's latest fiscal year
            for which such statements have been filed.
  
                 (b) All other reports filed pursuant to Section 13(a) or 15(d) of
            the Exchange Act since the end of the fiscal year covered by the
            Registrant document referred to in (a) above.
  
                 (c) The description of the Common Stock, par value $.01 per share
            ("Common Stock"), contained in a registration statement filed under
            the Exchange Act, including any amendment or report filed for the
            purpose of updating such description.
  
            All documents subsequently filed by the Registrant pursuant to
       Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
       of a post-effective amendment which indicates that all securities offered
       hereby have been sold or which deregisters all such securities then
       remaining unsold, shall be deemed to be incorporated by reference herein
       and to be part hereof from the date of the filing of such documents. Any
       statement contained in a document incorporated or deemed to be 
       incorporated by reference herein shall be deemed to be modified or 
       superseded for purposes
  
  <PAGE>   3
  
  
       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. Any statement so modified or superseded shall not be deemed,
       except as so modified or superseded, to constitute a part of this
       Registration Statement.
  
            Item 4. Description of Securities.
  
            Not applicable.
  
            Item 5. Interests of Named Experts and Counsel.
  
            The validity of the authorization and issuance of the Common Stock
       offered hereby will be passed upon for the Registrant by Hale and Dorr,
       Boston, Massachusetts. Philip P. Rossetti, Secretary of the Company, is a
       partner in the law firm of Hale and Dorr.
  
            Item 6. Indemnification of Directors and Officers.
  
            Section 102(b)(7) of the Delaware General Corporation Law enables a
       Delaware corporation to provide in its certificate of incorporation, and
       the Registrant has so provided in its Amended and Restated Certificate of
       Incorporation, for the elimination or limitation of the personal liability
       of a director to the corporation or its stockholders for monetary damages
       for breach of fiduciary duty as a director, provided, however, that a
       director's liability is not eliminated or limited: (1) for any breach of
       the director's duty of loyalty to the corporation or its stockholders; (2)
       for acts or omissions not in good faith or which involve an intentional
       misconduct or a knowing violation of law; (3) pursuant to Section 174 of
       the Delaware General Corporation Law (which imposes liability on directors
       for unlawful payment of dividends or unlawful stock purchases or
       redemptions); or (4) for any transaction from which the director derived an
       improper personal benefit. The Amended and Restated Certificate of
       Incorporation further provides that if the Delaware General Corporation Law
       is amended to authorize the further elimination or limitation of the
       liability of directors, then the liability of a director shall be
       eliminated or limited to the fullest extent permitted by the Delaware
       General Corporation Law, as amended.
  
            Section 145 of the Delaware General Corporation Law empowers a
       corporation to indemnify any person who was or is a party or witness or is
       threatened to be made a party to any threatened, pending or completed
       action, suit or proceeding, whether civil, criminal, administrative or
       investigative (other than an action by or in the right of the 
       corporation) by reason of the fact that he or she is or was a director, 
       officer, employee or agent of the 
  
  
  <PAGE>   4
  
       corporation or is or was serving at the request of the corporation as a
       director, officer, employee or agent of another corporation or enterprise.
       Depending on the character of the proceeding, a corporation may indemnify
       against expenses (including attorneys' fees), judgments, fines and amounts
       paid in settlement actually and reasonably incurred in connection with such
       action, suit or proceeding if the person indemnified acted in good faith
       and in a manner he or she reasonably believed to be in or not opposed to
       the best interests of the corporation and, with respect to any criminal
       action or proceeding, had no reasonable cause to believe his or her conduct
       was unlawful. If the person indemnified is not wholly successful in such
       action, suit or proceeding, but is successful, on the merits or otherwise,
       in one or more but less than all claims, issues or matters in such
       proceeding, he or she may be indemnified against expenses actually and
       reasonably incurred in connection with each successfully resolved claim,
       issue or matter. In the case of an action or suit by or in the right of the
       corporation, no indemnification may be made in respect to any claim, issue
       or matter as to which such person shall have been adjudged to be liable to
       the corporation unless and only to the extent that the Court of Chancery or
       the court in which such action or suit was brought shall determine that
       despite the adjudication of liability such person is fairly and reasonably
       entitled to indemnity for such expenses which the court shall deem proper.
       Section 145 provides that to the extent a director, officer, employee or
       agent of a corporation has been successful in the defense of any action,
       suit or proceeding referred to above or in the defense of any claim, issue
       or manner therein, he or she shall be indemnified against expenses
       (including attorneys' fees) actually and reasonably incurred by him or her
       in connection therewith.
  
            The Amended and Restated Certificate of Incorporation of the
       Registrant provides that, to the fullest extent permitted by the Delaware
       General Corporation Law, the Registrant shall indemnify any person who was
       or is a party or is threatened to be made a party to any action, suit or
       proceeding of the type described above by reason of the fact that he or she
       is or was a director or officer of the Registrant or is or was serving at
       the request of the Registrant as a director, officer, employee or agent of
       another corporation, partnership, joint venture, trust or other enterprise.
       No expenses will be paid in advance, except as authorized by the Board of
       Directors for expenses incurred while a director or officer was acting in
       his or her capacity as a director or officer and upon the condition that
       such director or officer previously delivered an undertaking to the
       corporation to repay all amounts advanced if it should be later determined
       that he or she was not entitled to indemnification. The Amended and
       Restated Certificate of Incorporation of the Registrant further provides
       that the above rights of indemnification are not 
  
  <PAGE>   5
  
       exclusive of any other rights of indemnification that a director or officer
       may be entitled to from any other source.
  
            Article TENTH of the Registrant's Amended and Restated Certificate of
       Incorporation sets forth the extent to which officers and directors of the
       Registrant may be indemnified against liabilities which they may incur in
       their capacities as directors or officers of the Registrant. Article TENTH
       provides that the Registrant shall indemnify any person who was or is a
       party or is threatened to be made a party to any threatened, pending or
       completed action, suit or proceeding, whether civil, criminal,
       administrative or investigative (other than an action by or in the rights
       of the Registrant) by reason of the fact that he is or was a director or
       officer of the Registrant, or is or was serving at the request of the
       Registrant as a director, officer, or trustee of another corporation,
       partnership, joint venture, trust or other enterprise (including any
       employee benefit plan) against expenses (including attorney's fees),
       judgments, fines and amounts paid in settlement actually and reasonably
       incurred by him in connection with such action, suit or proceeding if he
       acted in good faith and in a manner he reasonably believed to be in or not
       opposed to the best interests of the Registrant, and, with respect to any
       criminal action or proceedings, had no reasonable cause to believe his
       conduct was unlawful. Such indemnification extends to suits brought by or
       in the name of Registrant, except that no indemnification shall be
       provided, in such case, with respect to any matter in which such person
       shall have been adjudged to be liable, unless a court of appropriate
       jurisdiction makes a determination that, despite the adjudication of
       liability, in view of the circumstances, such person would be entitled to
       be indemnified.
  
            Article TENTH also provides that the Registrant may purchase and
       maintain insurance on behalf of any director, officer, employee or agent of
       the Registrant, or any person serving at the request of the Registrant as a
       director, officer, employee or agent of another enterprise, against any
       liability asserted against such person in such capacity, whether or not the
       Registrant would have the power to indemnify such person. The
       aforementioned indemnification and insurance provisions have been restated
       in Article V of the Registrant's By-laws.
  
            Article EIGHTH of the Registrant's Amended and Restated Certificate of
       Incorporation provides that no director of the Registrant shall be liable
       for monetary damages for breach of fiduciary duty, except for a breach of
       any such director's duty of loyalty to the Registrant or its stockholders,
       or for acts or omissions not in good faith or which involve inventional
       misconduct or a knowing violation of law, or for acts prohibited under
       Section 174 of the Delaware General Corporation Law, or for 
  
  
  
  <PAGE>   6
  
  
       any transaction which such director derived an improper personal benefit.
  
            The Registrant has entered into indemnification agreements with
       certain of its directors. The indemnification agreements provide that the
       Registrant shall indemnify and hold harmless the indemnitee to the fullest
       extent permitted or authorized by applicable law. Indemnification under the
       agreement extends to acts or omissions by the indemnitee while acting on
       behalf of or at the request of the Registrant. Indemnification is required
       to be made against any and all judgments, fines, amounts paid in settlement
       and reasonable expenses (including attorneys' fees) actually incurred by
       the indemnitee. Indemnification does not apply to any suit for an
       accounting of profits made from the purchase or sale by the indemnitee of
       securities of the Registrant pursuant to Section 16(b) of the Securities
       Exchange Act of 1934 or similar provisions of any other federal, state or
       other local law; or for conduct which is finally adjudged by a court of
       appropriate jurisdiction to have been knowingly fraudulent, deliberately
       dishonest or willful misconduct; or for actions of the indemnitee which
       were outside the scope of the authority vested in the indemnitee by the
       Registrant. The Registrant will advance expenses (including attorneys'
       fees) incurred by the indemnitee in defending any proceeding and any
       judgment, fine or amount to be paid in settlement of any proceeding upon
       request form the indemnitee and receipt by the Registrant of an undertaking
       give by the indemnitee providing that such indemnitee will repay the sums
       advanced if it is ultimately determined the indemnitee was not entitled to
       indemnification.
  
            Item 7. Exemption From Registration Claimed.
  
            Not applicable.
  
            Item 8. Exhibits.
  
            The Exhibit Index immediately preceding the exhibits is incorporated
       herein by reference.
  
            Item 9. Undertakings.
  
            1. The Registrant hereby undertakes:
  
                 (a) 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;
  
  <PAGE>   7
  
                      (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;
  
                      (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 (a)(i) and (a)(ii) of this
            section do not apply if the registration statement is on Form S-3,
            Form S-8 or Form F-3, and the information required to be included in a
            post-effective amendment by those paragraphs is contained in periodic
            reports filed with or furnished to the Commission by the registrant
            pursuant to section 13 or section 15(d) of the Securities Exchange Act
            of 1934 that are incorporated by reference in the registration
            statement.
  
                 (b) 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.
  
                 (c) 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.
  
            2. The 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 Exchange
       Act (and, where applicable, each filing of an employee benefit plan's
       annual report pursuant to Section 15(d) of the Exchange Act) that is
       incorporated by reference in 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 in
       the initial bona fide offering thereof.
  
           3. 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,
      or otherwise, the Registrant has been advised that in 
  
  
  <PAGE>   8
  
       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>   9
  
                                     SIGNATURES
  
            Pursuant to the requirements of the Securities Act, 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 town of Marlborough, Massachusetts, on
       this 5th day of June, 1996.
  
                               CROSSCOMM CORPORATION
  
                               By: /s/ William R. Johnson
                                   --------------------------------
                                   William R. Johnson, President
                                   and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
            We, the undersigned officers and directors of CrossComm Corporation
       hereby severally constitute and appoint William R. Johnson, Allan M. Kline
       and Philip P. Rossetti, and each of them singly, our true and lawful
       attorneys with full power to them, and each of them singly, to sign for us
       and in our names, in the capacities indicated below, the Registration
       Statement on Form S-8 filed herewith and any and all amendments to said
       Registration Statement and generally to do all such things in our name and
       behalf in our capacities as officers and directors to enable CrossComm
       Corporation to comply with the provisions of the Securities Act, and all
       requirements of the Securities and Exchange Commission, hereby ratifying
       and confirming our signatures as they may be signed by our said attorneys,
       or any of them, to said Registration Statement and any and all amendments
       thereto.
  
  
  <PAGE>   10
  
            WITNESS our hands and common seal on the date set forth below.
  
            Pursuant to the requirements of the Securities Act, this Registration
       Statement has been signed by the following persons in the capacities and on
       the date indicated.
  
        Signature                   Title                     Date
  
   /s/ William R. Johnson    President and Chief       ) June 5, 1996
   ------------------------  Executive Officer         )
   William R. Johnson                                  )
   (Principal Executive                                )
    Officer)                                           )
                                                       )
                                                       )
   /s/ Allan M. Kline        Senior Vice President and ) June 5, 1996
   ------------------------  Chief Financial Officer   )
   Allan M. Kline                                      )
   (Principal Financial                                )
    Officer and Principal                              )
    Accounting Officer)                                )
  
                                                       )
                                                       )
   /s/ Nancy Casey           Director                  ) June 5, 1996
   ------------------------
   Nancy Casey                                         )
                                                       )
                                                       )
                                                       )
   /s/ Alexander M. Levine   Director                  ) June 5, 1996
   ------------------------
   Alexander M. Levine                                 )
                                                       )
                                                       )
  
   /s/ Michael C. Ruettgers  Director                  ) June 5, 1996
   ------------------------
   Michael C. Ruettgers                                )
                                                       )
                                                       )
  
   /s/ Tadeusz Witkowicz     Director                  ) June 5, 1996
   ------------------------
   Tadeusz Witkowicz                                   )
  
  
  
                             
  <PAGE>   11
  
  
                                    EXHIBIT INDEX
  
      Exhibit                                                
      Number                                                 
  
      4.1     Amended and Restated Certificate of
              Incorporation of the Registrant
              (filed as Exhibit 4.1 to the Registrant's
              Registration Statement on Form S-8
              (File No. 33-82476) and incorporated
              herein by reference.
  
      4.2     By-Laws, as amended, of the Registrant
              (filed as Exhibit 3.3 to the Registrant's
              Registration Statement on Form S-1
              (File No. 33-47321 and incorporated
              herein by reference)
  
      5.1     Opinion of Hale and Dorr                            
  
      23.1    Consent of Hale and Dorr (included in               
              Exhibit 5.1)
  
      23.2    Consent of Ernst & Young LLP                        
  
      24.1    Power of Attorney (included in the                  
              signature pages of this Registration
              Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "CROSSCOMM CORPORATION", "secsgml_size_bytes": 25219}]
metadata_filer: {"company-data": {"conformed-name": "CROSSCOMM CORP", "cik": "0000886033", "assigned-sic": "3576", "irs-number": "521513201", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05337", "film-number": "96577504"}, "business-address": {"street1": "450 DONALD LYNCH BLVD", "city": "MARLBORO", "state": "MA", "zip": "01752", "phone": "5084814060"}}
text: 1
  
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996
                                REGISTRATION NO. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                CROSSCOMM CORPORATION
                 (Exact name of issuer as specified in its charter)
  
            Delaware                                52-1513201
  (State or other jurisdiction of       (I.R.S. Employer Identification No.)
  incorporation or organization)
  
  450 Donald Lynch Boulevard, Marlborough, MA          01752
  (Address of Principal Executive Offices)          (Zip Code)
  
                               1996 STOCK OPTION PLAN
                              (Full title of the plan)
  
                     Philip P. Rossetti, Esq., c/o Hale and Dorr
                    60 State Street, Boston, Massachusetts 02109
                       (Name and address of agent for service)
  
                                   (617) 526-6000
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  
                                                    Proposed
   Title of                         Proposed        Maximum
  Securities         Amount to       Maximum       Aggregate     Amount of
     to be              be       Offering Price    Offering     Registration
  Registered        Registered    Per Share (1)    Price (1)      Fee (1)
  - --------------------------------------------------------------------------------
  Common Stock,    700,000 Shares  $11.1796875   $7,825,781.25   $2,698.55
  $.01 par value
  - --------------------------------------------------------------------------------
  
          (1) Estimated solely for the purpose of calculating the registration
  fee in accordance with Rule 457(c) and (h) of the Securities Act of 1933, as
  amended, and based on the average of the high and low prices of the Common
  Stock on the National Association of Securities Dealers Automated Quotation
  System's National Market System on June 3, 1996.
  2
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       Item 1. Plan Information.
  
            The information required by Part I is included in documents sent or
       given to participants in the 1996 Stock Option Plan of CrossComm
       Corporation (the "Registrant"), pursuant to Rule 428(b)(1) of the
       Securities Act of 1933 (as amended, the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. Incorporation of Certain Documents by Reference.
  
            The Registrant is subject to the informational and reporting
       requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act
       of 1934 (as amended, the "Exchange Act"), and in accordance therewith files
       reports, proxy statements and other information with the Securities and
       Exchange Commission. The following documents, which are on file with the
       Securities and Exchange Commission, are incorporated in this Registration
       Statement by reference:
  
                 (a) The Registrant's latest annual report filed pursuant to
            Section 13(a) or 15(d) of the Exchange Act or the latest prospectus
            filed pursuant to Rule 424(b) under the Securities Act that contains
            audited financial statements for the Registrant's latest fiscal year
            for which such statements have been filed.
  
                 (b) All other reports filed pursuant to Section 13(a) or 15(d) of
            the Exchange Act since the end of the fiscal year covered by the
            Registrant document referred to in (a) above.
  
                 (c) The description of the Common Stock, par value $.01 per share
            ("Common Stock"), contained in a registration statement filed under
            the Exchange Act, including any amendment or report filed for the
            purpose of updating such description.
  
            All documents subsequently filed by the Registrant pursuant to
       Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
       of a post-effective amendment which indicates that all securities offered
       hereby have been sold or which deregisters all such securities then
       remaining unsold, shall be deemed to be incorporated by reference herein
       and to be part hereof from the date of the filing of such documents. Any
       statement contained in a document incorporated or deemed to be 
       incorporated by reference herein shall be deemed to be modified or 
       superseded for purposes
  3
  
       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. Any statement so modified or superseded shall not be deemed,
       except as so modified or superseded, to constitute a part of this
       Registration Statement.
  
            Item 4. Description of Securities.
  
            Not applicable.
  
            Item 5. Interests of Named Experts and Counsel.
  
            The validity of the authorization and issuance of the Common Stock
       offered hereby will be passed upon for the Registrant by Hale and Dorr,
       Boston, Massachusetts. Philip P. Rossetti, Secretary of the Company, is a
       partner in the law firm of Hale and Dorr.
  
            Item 6. Indemnification of Directors and Officers.
  
            Section 102(b)(7) of the Delaware General Corporation Law enables a
       Delaware corporation to provide in its certificate of incorporation, and
       the Registrant has so provided in its Amended and Restated Certificate of
       Incorporation, for the elimination or limitation of the personal liability
       of a director to the corporation or its stockholders for monetary damages
       for breach of fiduciary duty as a director, provided, however, that a
       director's liability is not eliminated or limited: (1) for any breach of
       the director's duty of loyalty to the corporation or its stockholders; (2)
       for acts or omissions not in good faith or which involve an intentional
       misconduct or a knowing violation of law; (3) pursuant to Section 174 of
       the Delaware General Corporation Law (which imposes liability on directors
       for unlawful payment of dividends or unlawful stock purchases or
       redemptions); or (4) for any transaction from which the director derived an
       improper personal benefit. The Amended and Restated Certificate of
       Incorporation further provides that if the Delaware General Corporation Law
       is amended to authorize the further elimination or limitation of the
       liability of directors, then the liability of a director shall be
       eliminated or limited to the fullest extent permitted by the Delaware
       General Corporation Law, as amended.
  
            Section 145 of the Delaware General Corporation Law empowers a
       corporation to indemnify any person who was or is a party or witness or is
       threatened to be made a party to any threatened, pending or completed
       action, suit or proceeding, whether civil, criminal, administrative or
       investigative (other than an action by or in the right of the 
       corporation) by reason of the fact that he or she is or was a director, 
       officer, employee or agent of the
  4
  
       corporation or is or was serving at the request of the corporation as a
       director, officer, employee or agent of another corporation or enterprise.
       Depending on the character of the proceeding, a corporation may indemnify
       against expenses (including attorneys' fees), judgments, fines and amounts
       paid in settlement actually and reasonably incurred in connection with such
       action, suit or proceeding if the person indemnified acted in good faith
       and in a manner he or she reasonably believed to be in or not opposed to
       the best interests of the corporation and, with respect to any criminal
       action or proceeding, had no reasonable cause to believe his or her conduct
       was unlawful. If the person indemnified is not wholly successful in such
       action, suit or proceeding, but is successful, on the merits or otherwise,
       in one or more but less than all claims, issues or matters in such
       proceeding, he or she may be indemnified against expenses actually and
       reasonably incurred in connection with each successfully resolved claim,
       issue or matter. In the case of an action or suit by or in the right of the
       corporation, no indemnification may be made in respect to any claim, issue
       or matter as to which such person shall have been adjudged to be liable to
       the corporation unless and only to the extent that the Court of Chancery or
       the court in which such action or suit was brought shall determine that
       despite the adjudication of liability such person is fairly and reasonably
       entitled to indemnity for such expenses which the court shall deem proper.
       Section 145 provides that to the extent a director, officer, employee or
       agent of a corporation has been successful in the defense of any action,
       suit or proceeding referred to above or in the defense of any claim, issue
       or manner therein, he or she shall be indemnified against expenses
       (including attorneys' fees) actually and reasonably incurred by him or her
       in connection therewith.
  
            The Amended and Restated Certificate of Incorporation of the
       Registrant provides that, to the fullest extent permitted by the Delaware
       General Corporation Law, the Registrant shall indemnify any person who was
       or is a party or is threatened to be made a party to any action, suit or
       proceeding of the type described above by reason of the fact that he or she
       is or was a director or officer of the Registrant or is or was serving at
       the request of the Registrant as a director, officer, employee or agent of
       another corporation, partnership, joint venture, trust or other enterprise.
       No expenses will be paid in advance, except as authorized by the Board of
       Directors for expenses incurred while a director or officer was acting in
       his or her capacity as a director or officer and upon the condition that
       such director or officer previously delivered an undertaking to the
       corporation to repay all amounts advanced if it should be later determined
       that he or she was not entitled to indemnification. The Amended and
       Restated Certificate of Incorporation of the Registrant further provides
       that the above rights of indemnification are not
  5
  
       exclusive of any other rights of indemnification that a director or officer
       may be entitled to from any other source.
  
            Article TENTH of the Registrant's Amended and Restated Certificate of
       Incorporation sets forth the extent to which officers and directors of the
       Registrant may be indemnified against liabilities which they may incur in
       their capacities as directors or officers of the Registrant. Article TENTH
       provides that the Registrant shall indemnify any person who was or is a
       party or is threatened to be made a party to any threatened, pending or
       completed action, suit or proceeding, whether civil, criminal,
       administrative or investigative (other than an action by or in the rights
       of the Registrant) by reason of the fact that he is or was a director or
       officer of the Registrant, or is or was serving at the request of the
       Registrant as a director, officer, or trustee of another corporation,
       partnership, joint venture, trust or other enterprise (including any
       employee benefit plan) against expenses (including attorney's fees),
       judgments, fines and amounts paid in settlement actually and reasonably
       incurred by him in connection with such action, suit or proceeding if he
       acted in good faith and in a manner he reasonably believed to be in or not
       opposed to the best interests of the Registrant, and, with respect to any
       criminal action or proceedings, had no reasonable cause to believe his
       conduct was unlawful. Such indemnification extends to suits brought by or
       in the name of Registrant, except that no indemnification shall be
       provided, in such case, with respect to any matter in which such person
       shall have been adjudged to be liable, unless a court of appropriate
       jurisdiction makes a determination that, despite the adjudication of
       liability, in view of the circumstances, such person would be entitled to
       be indemnified.
  
            Article TENTH also provides that the Registrant may purchase and
       maintain insurance on behalf of any director, officer, employee or agent of
       the Registrant, or any person serving at the request of the Registrant as a
       director, officer, employee or agent of another enterprise, against any
       liability asserted against such person in such capacity, whether or not the
       Registrant would have the power to indemnify such person. The
       aforementioned indemnification and insurance provisions have been restated
       in Article V of the Registrant's By-laws.
  
            Article EIGHTH of the Registrant's Amended and Restated Certificate of
       Incorporation provides that no director of the Registrant shall be liable
       for monetary damages for breach of fiduciary duty, except for a breach of
       any such director's duty of loyalty to the Registrant or its stockholders,
       or for acts or omissions not in good faith or which involve inventional
       misconduct or a knowing violation of law, or for acts prohibited under
       Section 174 of the Delaware General Corporation Law, or for
  6
  
       any transaction which such director derived an improper personal benefit.
  
            The Registrant has entered into indemnification agreements with
       certain of its directors. The indemnification agreements provide that the
       Registrant shall indemnify and hold harmless the indemnitee to the fullest
       extent permitted or authorized by applicable law. Indemnification under the
       agreement extends to acts or omissions by the indemnitee while acting on
       behalf of or at the request of the Registrant. Indemnification is required
       to be made against any and all judgments, fines, amounts paid in settlement
       and reasonable expenses (including attorneys' fees) actually incurred by
       the indemnitee. Indemnification does not apply to any suit for an
       accounting of profits made from the purchase or sale by the indemnitee of
       securities of the Registrant pursuant to Section 16(b) of the Securities
       Exchange Act of 1934 or similar provisions of any other federal, state or
       other local law; or for conduct which is finally adjudged by a court of
       appropriate jurisdiction to have been knowingly fraudulent, deliberately
       dishonest or willful misconduct; or for actions of the indemnitee which
       were outside the scope of the authority vested in the indemnitee by the
       Registrant. The Registrant will advance expenses (including attorneys'
       fees) incurred by the indemnitee in defending any proceeding and any
       judgment, fine or amount to be paid in settlement of any proceeding upon
       request form the indemnitee and receipt by the Registrant of an undertaking
       give by the indemnitee providing that such indemnitee will repay the sums
       advanced if it is ultimately determined the indemnitee was not entitled to
       indemnification.
  
            Item 7. Exemption From Registration Claimed.
  
            Not applicable.
  
            Item 8. Exhibits.
  
            The Exhibit Index immediately preceding the exhibits is incorporated
       herein by reference.
  
            Item 9. Undertakings.
  
            1. The Registrant hereby undertakes:
  
                 (a) 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;
  7
  
                      (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;
  
                      (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 (a)(i) and (a)(ii) of this
            section do not apply if the registration statement is on Form S-3,
            Form S-8 or Form F-3, and the information required to be included in a
            post-effective amendment by those paragraphs is contained in periodic
            reports filed with or furnished to the Commission by the registrant
            pursuant to section 13 or section 15(d) of the Securities Exchange Act
            of 1934 that are incorporated by reference in the registration
            statement.
  
                 (b) 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.
  
                 (c) 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.
  
            2. The 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 Exchange
       Act (and, where applicable, each filing of an employee benefit plan's
       annual report pursuant to Section 15(d) of the Exchange Act) that is
       incorporated by reference in 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 in
       the initial bona fide offering thereof.
  
           3. 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,
      or otherwise, the Registrant has been advised that in
  8
  
       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.
  9
  
                                     SIGNATURES
  
            Pursuant to the requirements of the Securities Act, 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 town of Marlborough, Massachusetts, on
       this 5th day of June, 1996.
  
                               CROSSCOMM CORPORATION
  
                               By: /s/ William R. Johnson
                                   --------------------------------
                                   William R. Johnson, President
                                   and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
            We, the undersigned officers and directors of CrossComm Corporation
       hereby severally constitute and appoint William R. Johnson, Allan M. Kline
       and Philip P. Rossetti, and each of them singly, our true and lawful
       attorneys with full power to them, and each of them singly, to sign for us
       and in our names, in the capacities indicated below, the Registration
       Statement on Form S-8 filed herewith and any and all amendments to said
       Registration Statement and generally to do all such things in our name and
       behalf in our capacities as officers and directors to enable CrossComm
       Corporation to comply with the provisions of the Securities Act, and all
       requirements of the Securities and Exchange Commission, hereby ratifying
       and confirming our signatures as they may be signed by our said attorneys,
       or any of them, to said Registration Statement and any and all amendments
       thereto.
  10
  
            WITNESS our hands and common seal on the date set forth below.
  
            Pursuant to the requirements of the Securities Act, this Registration
       Statement has been signed by the following persons in the capacities and on
       the date indicated.
  
        Signature                   Title                     Date
  
   /s/ William R. Johnson    President and Chief       ) June 5, 1996
   ------------------------  Executive Officer         )
   William R. Johnson                                  )
   (Principal Executive                                )
    Officer)                                           )
                                                       )
                                                       )
   /s/ Allan M. Kline        Senior Vice President and ) June 5, 1996
   ------------------------  Chief Financial Officer   )
   Allan M. Kline                                      )
   (Principal Financial                                )
    Officer and Principal                              )
    Accounting Officer)                                )
  
                                                       )
                                                       )
   /s/ Nancy Casey           Director                  ) June 5, 1996
   ------------------------
   Nancy Casey                                         )
                                                       )
                                                       )
                                                       )
   /s/ Alexander M. Levine   Director                  ) June 5, 1996
   ------------------------
   Alexander M. Levine                                 )
                                                       )
                                                       )
  
   /s/ Michael C. Ruettgers  Director                  ) June 5, 1996
   ------------------------
   Michael C. Ruettgers                                )
                                                       )
                                                       )
  
   /s/ Tadeusz Witkowicz     Director                  ) June 5, 1996
   ------------------------
   Tadeusz Witkowicz                                   )
  11
  
                                    EXHIBIT INDEX
  
      Exhibit                                                
      Number                                                 
  
      4.1     Amended and Restated Certificate of
              Incorporation of the Registrant
              (filed as Exhibit 4.1 to the Registrant's
              Registration Statement on Form S-8
              (File No. 33-82476) and incorporated
              herein by reference.
  
      4.2     By-Laws, as amended, of the Registrant
              (filed as Exhibit 3.3 to the Registrant's
              Registration Statement on Form S-1
              (File No. 33-47321 and incorporated
              herein by reference)
  
      5.1     Opinion of Hale and Dorr                            
  
      23.1    Consent of Hale and Dorr (included in               
              Exhibit 5.1)
  
      23.2    Consent of Ernst & Young LLP                        
  
      24.1    Power of Attorney (included in the                  
              signature pages of this Registration
              Statement)