S-8

As filed with the Securities and Exchange Commission on February 19, 2004.

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ENTRADA NETWORKS, INC.

(exact name of registrant as specified in its charter)

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

12 Morgan

Irvine, California 92618

(949) 588-2070

(Address, including zip code, and telephone number, including

area code, of registrant's principal offices)

KANWAR J.S. CHADHA, Ph. D.

Chief Executive Officer

Entrada Networks, Inc.

12 Morgan

Irvine, California 92618

(949) 588-2070

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

W. RAYMOND FELTON, ESQ.

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

Metro Corporate Campus I

Post Office Box 5600

Woodbridge, New Jersey 07095

(732) 549-5600

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

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

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

Calculation of Registration Fee

Title of each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Share 1	Proposed Maximum Aggregate Offering Price 1	Amount of Registration Fee
Common Stock, par value $.001 per share	650,000	$0.19	$ 123,500	$15.65

(1) In addition, this registration statement also covers any additional shares of common stock which become issuable under the 2000 Stock Incentive plan described in this registration statement by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration which results in an increase in the number of Entrada’s outstanding shares of common stock.

(2) The shares under the plan are to be offered at prices not currently determinable. Pursuant to Rule 457(h), the offering price for the shares is estimated solely for the purpose of computing the registration fee and is based on the closing price of the common stock on February 17, 2004, $0.19, as reported on the Over the Counter BB System.

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

The contents of Registration Statement on Form S-8, File No. 333-51850 are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable ground to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on the 19th day of February 2004.

ENTRADA NETWORKS, INC.                                

By: /s/ Kanwar J.S. Chadha

Kanwar J.S. Chadha, Ph.D.,

Chief Executive Officer

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

Signature	Title	Date
By: /s/ Kanwar J.S. Chadha	Chairman, President, Director,	February 19, 2004
Kanwar J.S. Chadha, Ph.D.	Chief Executive Officer
By: /s/ Leonard Hecht_____	Director	February 19, 2004
Leonard Hecht
By: /s/ Rohit Phansalkar ____	Director	February 19, 2004
Rohit Phansalkar
By: /s/ Davinder Sethi ______	Vice Chairman, CFO,	February 19, 2004
Davinder Sethi, Ph.D.	Principal Accounting Officer,
	Director
By: ______	Director	February 19, 2004
Raymond Ngan

Item 16. Exhibits

Exhibit No.	Description of Documents
5	Opinion of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel, LLP -
23.1	Consent of BDO Seidman, LLP
23.2	Consent of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel, LLP – Included in Exhibit 5

EX-5

Exhibit 5

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

Metro Corporate Campus One, P.O. Box 5600

Woodbridge, New Jersey 07095-0988

February 19, 2004

Entrada Networks, Inc.
12 Morgan
Irvine, California 92618

Ladies and Gentlemen:

We have acted as counsel to Entrada Networks, Inc., a Delaware corporation (the "Company"), in connection with the filing by the Company of a Registration Statement on Form S-8 (Registration No. 333- ___), covering the registration of 650,000 shares of common stock, par value $.001 per share (the "Common Stock"). We have been asked to issue an opinion as to whether the Common Stock being registered will, when sold, be legally issued, fully paid, non-assessable, and binding obligations of the Company.

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

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

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

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

Very truly yours,

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

EX-23.1

Exhibit 23.1

Consent of Independent Certified Public Accountants

Entrada Networks, Inc.

Irvine, California

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated March 28, 2003, relating to the consolidated financial statements of Entrada Networks, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended January 31, 2003.

BDO Seidman, LLP

Los Angeles, California

February 19, 2004