content: <PAGE>
  As filed with the Securities and Exchange Commission on March 4, 2003.
  
                                                           File No. 333- _________
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                            -----------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
                              ENTERASYS NETWORKS, INC.
               (Exact name of registrant as specified in its charter)
                     -------------------------------------------
  
             Delaware                                              04-2797263
      State or other jurisdiction                                (I.R.S. Employer
    of incorporation or organization)                          Identification No.)
  
                                  35 Industrial Way
                                 Rochester, NH 03866
            (Address of principal executive offices, including zip code)
            ------------------------------------------------------------
  
             Enterasys Networks, Inc. 2002 Employee Stock Purchase Plan
                 Enterasys Networks, Inc. 1998 Equity Incentive Plan
       Enterasys Networks, Inc. 2002 Stock Option Plan for Eligible Executives
             Enterasys Networks, Inc. 1989 Employee Stock Purchase Plan
                              (Full title of the plans)
                   -----------------------------------------------
  
                                 Gerald M. Haines II
                                 Chief Legal Officer
                                  35 Industrial Way
                                 Rochester, NH 03866
                                   (603) 332-9400
   (Name, Address and Telephone Number, including Area Code, of Agent for Service)
      -------------------------------------------------------------------------
  <PAGE>
  <TABLE>
  <CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
  
                                                                       Proposed
                                                                        Maximum            Proposed
                                                       Amount          Offering            Maximum           Amount of
       Title of Each Class of Securities to be     to be Registered    Price Per          Aggregate         Registration
                     Registered                         (1)              Share          Offering Price          Fee
                     ----------                         ---              -----          --------------          ---
  
  
  
  <S>                                              <C>                 <C>              <C>                 <C>
  2002 EMPLOYEE STOCK PURCHASE PLAN                   10,000,000 (2)        $1.78 (2)        $17,800,000    $   1,440.02
  1998 EQUITY INCENTIVE PLAN
  
  Common Stock, par value $.01 per share, and
  related Preferred Stock Purchase Rights
  
  2002 STOCK OPTION PLAN FOR ELIGIBLE EXECUTIVES         900,000 (3)        $1.34 (3)        $ 1,206,000    $      97.57
  Common Stock, par value $.01 per share, and
  related Preferred Stock Purchase Rights
  
  1989 EMPLOYEE STOCK PURCHASE PLAN                      747,238 (4)       $1.105 (4)        $   825,698    $      66.79
  Common Stock, par value $.01 per share, and
  related Preferred Stock Purchase Rights
  
  TOTAL:                                              11,647,238                             $19,831,698    $   1,604.38
  
  </TABLE>
  
  (1)    Pursuant to Rule 416(a) under the Securities Act of 1933, this
         registration statement also covers such additional shares of Common Stock
         as may be issued in the event of a stock dividend, stock split,
         recapitalization or other similar transaction. In addition, this
         registration statement covers related rights to purchase Series F
         Preferred Stock, par value $1.00 per share, registered on a Form 8-A
         filed with the Securities and Exchange Commission on May 31, 2002 (the
         "Preferred Stock Purchase Rights"). No separate consideration will be
         received for the Preferred Stock Purchase Rights, which will initially
         trade together with the Common Stock.
  
  (2)    Includes 5,000,000 shares issuable under the Enterasys Networks, Inc.
         2002 Employee Stock Purchase Plan and 5,000,000 shares issuable under the
         Enterasys Networks, Inc. 1998 Equity Incentive Plan pursuant to an
         amendment to this plan to increase the number of shares authorized for
         issuance thereunder. None of such shares are subject to outstanding
         options. The exercise price of such options shall be determined at the
         time of grant. Accordingly, pursuant to Rule 457(c) and Rule 457(h)(1),
         the Proposed Maximum Offering Price Per Share of $1.78, which is the
         average of the high and low prices of the Common Stock of the Registrant
         reported on the New York Stock Exchange on February 26, 2003, is set
         forth solely for the purpose of determining the Registration Fee.
  
  (3)   Includes 900,000 shares issuable pursuant to options granted under the
        Enterasys Networks, Inc. 2002 Stock Option Plan for Eligible Executives.
        All of such shares are subject to outstanding options with a fixed
        exercise price of $1.34 per share. Accordingly, pursuant to Rule
        457(h)(1), the Proposed Maximum Aggregate Offering Price and the Amount of
        Registration Fee have been computed based on the exercise price of the
        options.
  <PAGE>
  (4)   Includes 747,238 shares issuable pursuant to options granted under the
        Enterasys Networks, Inc. 1989 Employee Stock Purchase Plan. All of such
        shares are subject to outstanding options with a fixed exercise price per
        share of $1.105. Accordingly, pursuant to Rule 457(h)(1), the Proposed
        Maximum Aggregate Offering Price and the Amount of Registration Fee have
        been computed based on the exercise price of the options.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
        The documents containing the information specified in Part I will be sent
  or given to employees, directors and others as specified by Rule 428(b)(1) of
  the Securities Act of 1933 (the "Act"). In accordance with the rules and
  regulations of the Securities and Exchange Commission (the "Commission") and the
  instructions to Form S-8, such documents are not being filed with the Commission
  either as part of this Registration Statement or as prospectuses or prospectus
  supplements pursuant to Rule 424 of the Act.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
        Enterasys Networks, Inc. (the "Registrant") hereby incorporates the
  following documents herein by reference:
  
        (a)   The Registrant's Transition Report on Form 10-K for the transition
              period ended December 29, 2001, filed with the Commission on
              November 26, 2002.
  
        (b)   The Registrant's Quarterly Reports on Form 10-Q for the fiscal
              quarters ended March 30, 2002, June 29, 2002 and September 28, 2002,
              filed with the Commission on January 16, 2003, January 30, 2003 and
              February 26, 2003, respectively.
  
        (c)   The Registrant's Current Reports on Form 8-K filed with the
              Commission on January 31, 2002, February 15, 2002, April 4, 2002,
              April 15, 2002, May 31, 2002, May 31, 2002, and August 2, 2002.
  
        (d)   The description of the Registrant's common stock, par value $.01 per
              share, contained in its registration statement on Form 8-A, filed
              with the Commission on April 19, 1989, as amended by the description
              contained in the Registrant's registration statement on Form 8-A
              filed with the Commission on May 22, 1989; and the description of
              the rights to purchase Series F Preferred Stock, par value $1.00 per
              share, contained in the Registrant's registration statement on Form
              8-A, filed with the Commission on May 31, 2002.
  
        All documents subsequently filed by the Registrant pursuant to
  Section13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act
  prior to the filing of a post-effective amendment to this Registration Statement
  that indicates that all securities offered have been sold or which deregisters
  all securities then remaining unsold, shall be deemed to be incorporated herein
  by reference from the date of filing of such documents.
  
  ITEM  4. DESCRIPTION OF SECURITIES.
  
        Not applicable.
  <PAGE>
  ITEM  5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
        Not applicable.
  
  ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
        Section 145 of the Delaware General Corporation Law, as amended, provides
  that a corporation 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, whether civil, criminal or investigative (other than an
  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 director, officer,
  employee or agent of another corporation, partnership, joint venture, trust or
  other 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. Section 145 further provides that a corporation similarly may
  indemnify any such person serving in any such capacity who was or is a party or
  is threatened to be made a party to any threatened, pending or completed action
  or suit by or in the right of the corporation to procure a judgment in its
  favor, against expenses actually and reasonably incurred 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 interest of the corporation and except that no indemnification shall be
  made in respect of 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 Delaware Court of Chancery or such other court in which such action or suit
  was brought shall determine upon application that, despite the adjudication of
  liability but in view of all the circumstances of the case, such person in
  fairly and reasonably entitled to indemnity for such expenses which the Court of
  Chancery or such other court shall deem proper.
  
        Section 102(b)(7) of the Delaware General Corporation Law, as amended,
  permits a corporation to include in its certificate of incorporation a provision
  eliminating or limiting 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 such provision shall not eliminate or limit
  the liability of a director (i) for any breach of the director's duty of loyalty
  to the corporation or its stockholders, (ii) for acts or omissions not in good
  faith or which involve intentional misconduct or a knowing violation of law,
  (iii) under Section 174 of the Delaware General Corporation Law (relating to
  unlawful payment of dividends and unlawful stock purchase and redemption) or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
        The Registrant's restated certificate of incorporation, as amended,
  provides that the Company's directors shall not be liable to the Registrant or
  its stockholders for monetary damages for breach of fiduciary duty as a
  director, except for the extent that exculpation from liabilities is not
  permitted under the Delaware General Corporation Law as in effect at the time
  such liability is determined. The restated certificate of incorporation, as
  amended, further provides that the registrant shall indemnify its directors and
  officers to the full extent permitted by the law of the state of Delaware.
  
  ITEM  7. EXEMPTION FROM REGISTRATION CLAIMED.
  
        Not applicable.
  <PAGE>
  ITEM  8. EXHIBITS.
  
  <TABLE>
  <CAPTION>
  
  Exhibit
  Number          Description
  ------          -----------
  
  <S>             <C>
  
  4.1             Enterasys Networks, Inc. 2002 Employee Stock Purchase Plan.
  
  4.2             Enterasys Networks, Inc. 1998 Equity Incentive Plan, as amended.
  
  4.3             Enterasys Networks, Inc. 2002 Stock Option Plan for Eligible Executives
                  (filed as Exhibit 10.8 to the Registrant's Quarterly Report on Form10-Q
                  for the three-month period ended June 29, 2002, filed with the Commission
                  on January 30, 2003 and incorporated herein by reference).
  
  4.4             Enterasys Networks, Inc. 1989 Employee Stock Purchase Plan (filed as
                  Exhibit 10.18 to the Registrant's Transition Report on Form10-K for the
                  transition period ended December 29, 2001, filed with the Commission on
                  November 26, 2002 and incorporated herein by reference).
  
  4.5             Specimen Certificate for shares of the Registrant's Common Stock (filed as
                  Exhibit 4.1 to the Registrant's Transition Report on Form 10-K for the
                  transition period ended December 29, 2001, filed with the Commission on
                  November 26, 2002 and incorporated herein by reference).
  
  4.6             Restated Certificate of Incorporation of the Registrant (filed as Exhibit
                  3.1 to the Registrant's Registration Statement on Form S-1, No. 33-28055
                  and incorporated herein by reference).
  
  4.7             Certificate of Correction of the Registrant's Restated Certificate of
                  Incorporation (filed as Exhibit 3.1.2 to the Registrant's Registration
                  Statement on Form S-1, No. 33-42534 and incorporated herein by reference).
  
  4.8             Certificate of Amendment of the Restated Certificate of Incorporation of
                  the Registrant (filed as Exhibit 4.3 to the Registrant's Registration
                  Statement on Form S-3, No. 33-544666 and incorporated herein by
                  reference).
  
  4.9             Certificate of Amendment of the Restated Certificate of Incorporation of
                  the Registrant (filed as Exhibit 3.5 to the Registrant's annual report on
                  Form 10-K filed with the Commission on May 30, 2000 and incorporated
                  herein by reference).
  
  4.10            Certificate of Designations, Preferences and Rights for Series D and
                  Series E Participating Convertible Preferred Stock of the Registrant
                  (filed as Exhibit 4.1 to the Registrant's quarterly report on Form 10-Q
                  for the period ended September 1, 2001, filed with the Commission on
                  October 16, 2001 and incorporated herein by reference).
  
  4.11            Certificate of Designations, Preferences and Rights for Series F
                  Convertible Preferred Stock of the Registrant (filed as Exhibit 4.2 to the
                  Registrant's current report on Form 8-K filed with the Commission on May
                  31, 2002 and incorporated herein by reference).
  
  4.12            Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.8 to
                  the Registrant's Transition Report on Form 10-K for the transition period
                  ended December 29, 2001, filed with the Commission on November 26, 2002
                  and incorporated herein by reference).
  
  5               Opinion of Ropes & Gray.
  
  23.1            Consent of Ropes & Gray (included within Exhibit 5).
  </TABLE>
  <PAGE>
  <TABLE>
  <S>             <C>
  
  23.2            Consent of Independent Auditors.
  
  24              Power of Attorney (included on Signature Page).
  </TABLE>
  
  ITEM  9. UNDERTAKINGS.
  
        (a)   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 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. 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 the
                          "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 the
                          registration statement or any material change to such
                          information in the Registration Statement;
  
              provided, however, that paragraphs (i) and (ii) above do not apply
              if 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 Securities and Exchange Commission 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 of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating to
                    the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
              (3)   To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  <PAGE>
        (b)   The undersigned registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act of 1933, each
              filing of the registrant's annual report pursuant to Section 13(a)
              or 15(d) of the Securities Exchange Act of 1934 (and, where
              applicable, each filing of an employee benefit plan's annual report
              pursuant to Section 15(d) of the Securities Exchange Act of 1934)
              that is incorporated by reference in the registration statement
              shall be deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities at
              that time shall be deemed to be the initial bona fide offering
              thereof.
  
        (c)   Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 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
              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 of 1933 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 town of Andover, The Commonwealth of Massachusetts, on this
  4th day of March, 2003.
  
                                                  ENTERASYS NETWORKS, INC.
  
  
                                                  By:/s/ Gerald M. Haines II
                                                     -----------------------
                                                  Name:  Gerald M. Haines II
                                                  Title:    Chief Legal Officer
  
  
                                  POWER OF ATTORNEY
  
        Pursuant to the requirement of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated. Each person whose signature appears below
  hereby authorizes and constitutes William K. O'Brien and Gerald M. Haines II,
  and each of them singly, his or her true and lawful attorney-in-fact and agent
  with full power of substitution and resubstitution, with full power to them, and
  each of them singly, to sign for him or her and in his or her name in the
  capacities indicated below any and all amendments (including post-effective
  amendments) to this registration statement and to file the same, with exhibits
  thereto, and other documents in connection therewith, and he or she hereby
  ratifies and confirms his or her signature as it may be signed by said
  attorneys, or any of them, to any and all such amendments.
  <TABLE>
  <CAPTION>
  
              Signature                        Capacity in Which Signed                        Date
              ---------                        ------------------------                        ----
  
  <S>                                 <C>                                             <C>
  
                                                Chief Executive Officer
  
  /s/ William K. O'Brien                             and Director                     March 4, 2003
   ----------------------
  William K. O'Brien                         (principal executive officer)
  
  /s/ Richard S. Haak, Jr.                      Chief Financial Officer               March 4, 2003
   ------------------------
  Richard S. Haak, Jr.                (principal financial and accounting officer)
  
  /s/ James A. Davidson
   -----------------------                             Director                       March 4, 2003
  James A. Davidson
  
  /s/ Paul R. Duncan
   -----------------------                             Director                       March 4, 2003
  Paul R. Duncan
  
  /s/ Ronald T. Maheu
   -----------------------                             Director                       March 4, 2003
  Ronald T. Maheu
  
  ______________________                               Director                       March __, 2003
  Edwin A. Huston
  
  
  
  </TABLE>
  <PAGE>
                                    EXHIBIT INDEX
  <TABLE>
  <CAPTION>
  
  Exhibit
  
  Number       Description
  ------       -----------
  <S>          <C>
  
  4.1          Enterasys Networks, Inc. 2002 Employee Stock Purchase Plan.
  
  4.2          Enterasys Networks, Inc. 1998 Equity Incentive Plan, as amended.
  
  4.3          Enterasys Networks, Inc. 2002 Stock Option Plan for Eligible Executives
               (filed as Exhibit 10.8 to the Registrant's Quarterly Report on Form10-Q
               for the three-month period ended June 29, 2002, filed with the Commission
               on January 30, 2003 and incorporated herein by reference).
  
  4.4          Enterasys Networks, Inc. 1989 Employee Stock Purchase Plan (filed as
               Exhibit 10.18 to the Registrant's Transition Report on Form10-K for the
               transition period ended December 29, 2001, filed with the Commission on
               November 26, 2002 and incorporated herein by reference).
  
  4.5          Specimen Certificate for shares of the Registrant's Common Stock (filed as
               Exhibit 4.1 to the Registrant's Transition Report on Form 10-K for the
               transition period ended December 29, 2001, filed with the Commission on
               November 26, 2002 and incorporated herein by reference).
  
  4.6          Restated Certificate of Incorporation of the Registrant (filed as Exhibit
               3.1 to the Registrant's Registration Statement on Form S-1, No. 33-28055
               and incorporated herein by reference).
  
  4.7          Certificate of Correction of the Registrant's Restated Certificate of
               Incorporation (filed as Exhibit 3.1.2 to the Registrant's Registration
               Statement on Form S-1, No. 33-42534 and incorporated herein by reference).
  
  4.8          Certificate of Amendment of the Restated Certificate of Incorporation of
               the Registrant (filed as Exhibit 4.3 to the Registrant's Registration
               Statement on Form S-3, No. 33-544666 and incorporated herein by
               reference).
  
  4.9          Certificate of Amendment of the Restated Certificate of Incorporation of
               the Registrant (filed as Exhibit 3.5 to the Registrant's annual report on
               Form 10-K filed with the Commission on May 30, 2000 and incorporated
               herein by reference).
  
  4.10         Certificate of Designations, Preferences and Rights for Series D and
               Series E Participating Convertible Preferred Stock of the Registrant
               (filed as Exhibit 4.1 to the Registrant's quarterly report on Form 10-Q
               for the period ended September 1, 2001, filed with the Commission on
               October 16, 2001 and incorporated herein by reference).
  
  4.11         Certificate of Designations, Preferences and Rights for Series F
               Convertible Preferred Stock of the Registrant (filed as Exhibit 4.2 to the
               Registrant's current report on Form 8-K filed with the Commission on May
               31, 2002 and incorporated herein by reference).
  
  4.12         Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.8 to
               the Registrant's Transition Report on Form 10-K for the transition period
               ended December 29, 2001, filed with the Commission on November 26, 2002
               and incorporated herein by reference).
  
  5            Opinion of Ropes & Gray.
  
  23.1         Consent of Ropes & Gray (included within Exhibit 5).
  
  23.2         Consent of Independent Auditors.
  
  24           Power of Attorney (included on Signature Page).
  
  </TABLE>
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metadata_filer: {"company-data": {"conformed-name": "ENTERASYS NETWORKS INC /DE/", "cik": "0000846909", "assigned-sic": "3576", "irs-number": "042797263", "state-of-incorporation": "DE", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103587", "film-number": "03591771"}, "business-address": {"street1": "35 INDUSTRIAL WAY", "city": "ROCHESTER", "state": "NH", "zip": "03867", "phone": "6033329400"}, "mail-address": {"street1": "35 INDUSTRIAL WAY", "city": "ROCHESTER", "state": "NH", "zip": "03867"}, "former-company": {"former-conformed-name": "CABLETRON SYSTEMS INC", "date-changed": "19920703"}}
text: As filed with the Securities and Exchange Commission on March 4, 2003.
  
                                                           File No. 333- _________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                            -----------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
                              ENTERASYS NETWORKS, INC.
               (Exact name of registrant as specified in its charter)
                     -------------------------------------------
  
             Delaware                                              04-2797263
      State or other jurisdiction                                (I.R.S. Employer
    of incorporation or organization)                          Identification No.)
  
                                  35 Industrial Way
                                 Rochester, NH 03866
            (Address of principal executive offices, including zip code)
            ------------------------------------------------------------
  
             Enterasys Networks, Inc. 2002 Employee Stock Purchase Plan
                 Enterasys Networks, Inc. 1998 Equity Incentive Plan
       Enterasys Networks, Inc. 2002 Stock Option Plan for Eligible Executives
             Enterasys Networks, Inc. 1989 Employee Stock Purchase Plan
                              (Full title of the plans)
                   -----------------------------------------------
  
                                 Gerald M. Haines II
                                 Chief Legal Officer
                                  35 Industrial Way
                                 Rochester, NH 03866
                                   (603) 332-9400
   (Name, Address and Telephone Number, including Area Code, of Agent for Service)
      -------------------------------------------------------------------------
  CALCULATION OF REGISTRATION FEE
  
                                                                       Proposed
                                                                        Maximum            Proposed
                                                       Amount          Offering            Maximum           Amount of
       Title of Each Class of Securities to be     to be Registered    Price Per          Aggregate         Registration
                     Registered                         (1)              Share          Offering Price          Fee
                     ----------                         ---              -----          --------------          ---
  2002 EMPLOYEE STOCK PURCHASE PLAN                   10,000,000 (2)        $1.78 (2)        $17,800,000    $   1,440.02
  1998 EQUITY INCENTIVE PLAN
  
  Common Stock, par value $.01 per share, and
  related Preferred Stock Purchase Rights
  
  2002 STOCK OPTION PLAN FOR ELIGIBLE EXECUTIVES         900,000 (3)        $1.34 (3)        $ 1,206,000    $      97.57
  Common Stock, par value $.01 per share, and
  related Preferred Stock Purchase Rights
  
  1989 EMPLOYEE STOCK PURCHASE PLAN                      747,238 (4)       $1.105 (4)        $   825,698    $      66.79
  Common Stock, par value $.01 per share, and
  related Preferred Stock Purchase Rights
  
  TOTAL:                                              11,647,238                             $19,831,698    $   1,604.38
  (1)    Pursuant to Rule 416(a) under the Securities Act of 1933, this
         registration statement also covers such additional shares of Common Stock
         as may be issued in the event of a stock dividend, stock split,
         recapitalization or other similar transaction. In addition, this
         registration statement covers related rights to purchase Series F
         Preferred Stock, par value $1.00 per share, registered on a Form 8-A
         filed with the Securities and Exchange Commission on May 31, 2002 (the
         "Preferred Stock Purchase Rights"). No separate consideration will be
         received for the Preferred Stock Purchase Rights, which will initially
         trade together with the Common Stock.
  
  (2)    Includes 5,000,000 shares issuable under the Enterasys Networks, Inc.
         2002 Employee Stock Purchase Plan and 5,000,000 shares issuable under the
         Enterasys Networks, Inc. 1998 Equity Incentive Plan pursuant to an
         amendment to this plan to increase the number of shares authorized for
         issuance thereunder. None of such shares are subject to outstanding
         options. The exercise price of such options shall be determined at the
         time of grant. Accordingly, pursuant to Rule 457(c) and Rule 457(h)(1),
         the Proposed Maximum Offering Price Per Share of $1.78, which is the
         average of the high and low prices of the Common Stock of the Registrant
         reported on the New York Stock Exchange on February 26, 2003, is set
         forth solely for the purpose of determining the Registration Fee.
  
  (3)   Includes 900,000 shares issuable pursuant to options granted under the
        Enterasys Networks, Inc. 2002 Stock Option Plan for Eligible Executives.
        All of such shares are subject to outstanding options with a fixed
        exercise price of $1.34 per share. Accordingly, pursuant to Rule
        457(h)(1), the Proposed Maximum Aggregate Offering Price and the Amount of
        Registration Fee have been computed based on the exercise price of the
        options.
  (4)   Includes 747,238 shares issuable pursuant to options granted under the
        Enterasys Networks, Inc. 1989 Employee Stock Purchase Plan. All of such
        shares are subject to outstanding options with a fixed exercise price per
        share of $1.105. Accordingly, pursuant to Rule 457(h)(1), the Proposed
        Maximum Aggregate Offering Price and the Amount of Registration Fee have
        been computed based on the exercise price of the options.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
        The documents containing the information specified in Part I will be sent
  or given to employees, directors and others as specified by Rule 428(b)(1) of
  the Securities Act of 1933 (the "Act"). In accordance with the rules and
  regulations of the Securities and Exchange Commission (the "Commission") and the
  instructions to Form S-8, such documents are not being filed with the Commission
  either as part of this Registration Statement or as prospectuses or prospectus
  supplements pursuant to Rule 424 of the Act.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
        Enterasys Networks, Inc. (the "Registrant") hereby incorporates the
  following documents herein by reference:
  
        (a)   The Registrant's Transition Report on Form 10-K for the transition
              period ended December 29, 2001, filed with the Commission on
              November 26, 2002.
  
        (b)   The Registrant's Quarterly Reports on Form 10-Q for the fiscal
              quarters ended March 30, 2002, June 29, 2002 and September 28, 2002,
              filed with the Commission on January 16, 2003, January 30, 2003 and
              February 26, 2003, respectively.
  
        (c)   The Registrant's Current Reports on Form 8-K filed with the
              Commission on January 31, 2002, February 15, 2002, April 4, 2002,
              April 15, 2002, May 31, 2002, May 31, 2002, and August 2, 2002.
  
        (d)   The description of the Registrant's common stock, par value $.01 per
              share, contained in its registration statement on Form 8-A, filed
              with the Commission on April 19, 1989, as amended by the description
              contained in the Registrant's registration statement on Form 8-A
              filed with the Commission on May 22, 1989; and the description of
              the rights to purchase Series F Preferred Stock, par value $1.00 per
              share, contained in the Registrant's registration statement on Form
              8-A, filed with the Commission on May 31, 2002.
  
        All documents subsequently filed by the Registrant pursuant to
  Section13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act
  prior to the filing of a post-effective amendment to this Registration Statement
  that indicates that all securities offered have been sold or which deregisters
  all securities then remaining unsold, shall be deemed to be incorporated herein
  by reference from the date of filing of such documents.
  
  ITEM  4. DESCRIPTION OF SECURITIES.
  
        Not applicable.
  ITEM  5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
        Not applicable.
  
  ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
        Section 145 of the Delaware General Corporation Law, as amended, provides
  that a corporation 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, whether civil, criminal or investigative (other than an
  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 director, officer,
  employee or agent of another corporation, partnership, joint venture, trust or
  other 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. Section 145 further provides that a corporation similarly may
  indemnify any such person serving in any such capacity who was or is a party or
  is threatened to be made a party to any threatened, pending or completed action
  or suit by or in the right of the corporation to procure a judgment in its
  favor, against expenses actually and reasonably incurred 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 interest of the corporation and except that no indemnification shall be
  made in respect of 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 Delaware Court of Chancery or such other court in which such action or suit
  was brought shall determine upon application that, despite the adjudication of
  liability but in view of all the circumstances of the case, such person in
  fairly and reasonably entitled to indemnity for such expenses which the Court of
  Chancery or such other court shall deem proper.
  
        Section 102(b)(7) of the Delaware General Corporation Law, as amended,
  permits a corporation to include in its certificate of incorporation a provision
  eliminating or limiting 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 such provision shall not eliminate or limit
  the liability of a director (i) for any breach of the director's duty of loyalty
  to the corporation or its stockholders, (ii) for acts or omissions not in good
  faith or which involve intentional misconduct or a knowing violation of law,
  (iii) under Section 174 of the Delaware General Corporation Law (relating to
  unlawful payment of dividends and unlawful stock purchase and redemption) or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
        The Registrant's restated certificate of incorporation, as amended,
  provides that the Company's directors shall not be liable to the Registrant or
  its stockholders for monetary damages for breach of fiduciary duty as a
  director, except for the extent that exculpation from liabilities is not
  permitted under the Delaware General Corporation Law as in effect at the time
  such liability is determined. The restated certificate of incorporation, as
  amended, further provides that the registrant shall indemnify its directors and
  officers to the full extent permitted by the law of the state of Delaware.
  
  ITEM  7. EXEMPTION FROM REGISTRATION CLAIMED.
  
        Not applicable.
  ITEM  8. EXHIBITS.
  Exhibit
  Number          Description
  ------          -----------
  4.1             Enterasys Networks, Inc. 2002 Employee Stock Purchase Plan.
  
  4.2             Enterasys Networks, Inc. 1998 Equity Incentive Plan, as amended.
  
  4.3             Enterasys Networks, Inc. 2002 Stock Option Plan for Eligible Executives
                  (filed as Exhibit 10.8 to the Registrant's Quarterly Report on Form10-Q
                  for the three-month period ended June 29, 2002, filed with the Commission
                  on January 30, 2003 and incorporated herein by reference).
  
  4.4             Enterasys Networks, Inc. 1989 Employee Stock Purchase Plan (filed as
                  Exhibit 10.18 to the Registrant's Transition Report on Form10-K for the
                  transition period ended December 29, 2001, filed with the Commission on
                  November 26, 2002 and incorporated herein by reference).
  
  4.5             Specimen Certificate for shares of the Registrant's Common Stock (filed as
                  Exhibit 4.1 to the Registrant's Transition Report on Form 10-K for the
                  transition period ended December 29, 2001, filed with the Commission on
                  November 26, 2002 and incorporated herein by reference).
  
  4.6             Restated Certificate of Incorporation of the Registrant (filed as Exhibit
                  3.1 to the Registrant's Registration Statement on Form S-1, No. 33-28055
                  and incorporated herein by reference).
  
  4.7             Certificate of Correction of the Registrant's Restated Certificate of
                  Incorporation (filed as Exhibit 3.1.2 to the Registrant's Registration
                  Statement on Form S-1, No. 33-42534 and incorporated herein by reference).
  
  4.8             Certificate of Amendment of the Restated Certificate of Incorporation of
                  the Registrant (filed as Exhibit 4.3 to the Registrant's Registration
                  Statement on Form S-3, No. 33-544666 and incorporated herein by
                  reference).
  
  4.9             Certificate of Amendment of the Restated Certificate of Incorporation of
                  the Registrant (filed as Exhibit 3.5 to the Registrant's annual report on
                  Form 10-K filed with the Commission on May 30, 2000 and incorporated
                  herein by reference).
  
  4.10            Certificate of Designations, Preferences and Rights for Series D and
                  Series E Participating Convertible Preferred Stock of the Registrant
                  (filed as Exhibit 4.1 to the Registrant's quarterly report on Form 10-Q
                  for the period ended September 1, 2001, filed with the Commission on
                  October 16, 2001 and incorporated herein by reference).
  
  4.11            Certificate of Designations, Preferences and Rights for Series F
                  Convertible Preferred Stock of the Registrant (filed as Exhibit 4.2 to the
                  Registrant's current report on Form 8-K filed with the Commission on May
                  31, 2002 and incorporated herein by reference).
  
  4.12            Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.8 to
                  the Registrant's Transition Report on Form 10-K for the transition period
                  ended December 29, 2001, filed with the Commission on November 26, 2002
                  and incorporated herein by reference).
  
  5               Opinion of Ropes & Gray.
  
  23.1            Consent of Ropes & Gray (included within Exhibit 5).
  23.2            Consent of Independent Auditors.
  
  24              Power of Attorney (included on Signature Page).
  ITEM  9. UNDERTAKINGS.
  
        (a)   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 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. 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 the
                          "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 the
                          registration statement or any material change to such
                          information in the Registration Statement;
  
              provided, however, that paragraphs (i) and (ii) above do not apply
              if 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 Securities and Exchange Commission 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 of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating to
                    the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
              (3)   To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  (b)   The undersigned registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act of 1933, each
              filing of the registrant's annual report pursuant to Section 13(a)
              or 15(d) of the Securities Exchange Act of 1934 (and, where
              applicable, each filing of an employee benefit plan's annual report
              pursuant to Section 15(d) of the Securities Exchange Act of 1934)
              that is incorporated by reference in the registration statement
              shall be deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities at
              that time shall be deemed to be the initial bona fide offering
              thereof.
  
        (c)   Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 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
              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 of 1933 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 town of Andover, The Commonwealth of Massachusetts, on this
  4th day of March, 2003.
  
                                                  ENTERASYS NETWORKS, INC.
  
                                                  By:/s/ Gerald M. Haines II
                                                     -----------------------
                                                  Name:  Gerald M. Haines II
                                                  Title:    Chief Legal Officer
  
                                  POWER OF ATTORNEY
  
        Pursuant to the requirement of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated. Each person whose signature appears below
  hereby authorizes and constitutes William K. O'Brien and Gerald M. Haines II,
  and each of them singly, his or her true and lawful attorney-in-fact and agent
  with full power of substitution and resubstitution, with full power to them, and
  each of them singly, to sign for him or her and in his or her name in the
  capacities indicated below any and all amendments (including post-effective
  amendments) to this registration statement and to file the same, with exhibits
  thereto, and other documents in connection therewith, and he or she hereby
  ratifies and confirms his or her signature as it may be signed by said
  attorneys, or any of them, to any and all such amendments.
  Signature                        Capacity in Which Signed                        Date
              ---------                        ------------------------                        ----
  Chief Executive Officer
  
  /s/ William K. O'Brien                             and Director                     March 4, 2003
   ----------------------
  William K. O'Brien                         (principal executive officer)
  
  /s/ Richard S. Haak, Jr.                      Chief Financial Officer               March 4, 2003
   ------------------------
  Richard S. Haak, Jr.                (principal financial and accounting officer)
  
  /s/ James A. Davidson
   -----------------------                             Director                       March 4, 2003
  James A. Davidson
  
  /s/ Paul R. Duncan
   -----------------------                             Director                       March 4, 2003
  Paul R. Duncan
  
  /s/ Ronald T. Maheu
   -----------------------                             Director                       March 4, 2003
  Ronald T. Maheu
  
  ______________________                               Director                       March __, 2003
  Edwin A. Huston
  EXHIBIT INDEX
  Exhibit
  
  Number       Description
  ------       -----------
  4.1          Enterasys Networks, Inc. 2002 Employee Stock Purchase Plan.
  
  4.2          Enterasys Networks, Inc. 1998 Equity Incentive Plan, as amended.
  
  4.3          Enterasys Networks, Inc. 2002 Stock Option Plan for Eligible Executives
               (filed as Exhibit 10.8 to the Registrant's Quarterly Report on Form10-Q
               for the three-month period ended June 29, 2002, filed with the Commission
               on January 30, 2003 and incorporated herein by reference).
  
  4.4          Enterasys Networks, Inc. 1989 Employee Stock Purchase Plan (filed as
               Exhibit 10.18 to the Registrant's Transition Report on Form10-K for the
               transition period ended December 29, 2001, filed with the Commission on
               November 26, 2002 and incorporated herein by reference).
  
  4.5          Specimen Certificate for shares of the Registrant's Common Stock (filed as
               Exhibit 4.1 to the Registrant's Transition Report on Form 10-K for the
               transition period ended December 29, 2001, filed with the Commission on
               November 26, 2002 and incorporated herein by reference).
  
  4.6          Restated Certificate of Incorporation of the Registrant (filed as Exhibit
               3.1 to the Registrant's Registration Statement on Form S-1, No. 33-28055
               and incorporated herein by reference).
  
  4.7          Certificate of Correction of the Registrant's Restated Certificate of
               Incorporation (filed as Exhibit 3.1.2 to the Registrant's Registration
               Statement on Form S-1, No. 33-42534 and incorporated herein by reference).
  
  4.8          Certificate of Amendment of the Restated Certificate of Incorporation of
               the Registrant (filed as Exhibit 4.3 to the Registrant's Registration
               Statement on Form S-3, No. 33-544666 and incorporated herein by
               reference).
  
  4.9          Certificate of Amendment of the Restated Certificate of Incorporation of
               the Registrant (filed as Exhibit 3.5 to the Registrant's annual report on
               Form 10-K filed with the Commission on May 30, 2000 and incorporated
               herein by reference).
  
  4.10         Certificate of Designations, Preferences and Rights for Series D and
               Series E Participating Convertible Preferred Stock of the Registrant
               (filed as Exhibit 4.1 to the Registrant's quarterly report on Form 10-Q
               for the period ended September 1, 2001, filed with the Commission on
               October 16, 2001 and incorporated herein by reference).
  
  4.11         Certificate of Designations, Preferences and Rights for Series F
               Convertible Preferred Stock of the Registrant (filed as Exhibit 4.2 to the
               Registrant's current report on Form 8-K filed with the Commission on May
               31, 2002 and incorporated herein by reference).
  
  4.12         Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.8 to
               the Registrant's Transition Report on Form 10-K for the transition period
               ended December 29, 2001, filed with the Commission on November 26, 2002
               and incorporated herein by reference).
  
  5            Opinion of Ropes & Gray.
  
  23.1         Consent of Ropes & Gray (included within Exhibit 5).
  
  23.2         Consent of Independent Auditors.
  
  24           Power of Attorney (included on Signature Page).