SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of Earliest Event Reported): March 28, 2002

                              Hybrid Networks, Inc.
             (Exact name of registrant as specified in this charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

       0-23289                                         77-02520931
(Commission File Number)                 (I.R.S. Employer Identification Number)

                  6409 Guadalupe Mines Road, San Jose, CA 95120
               (Address of principal executive offices) (Zip Code)

                                 (408) 323-6250
              (Registrant's Telephone Number, Including Area Code)



ITEM 5.  Other Events.

On March 28, 2002, Hybrid Networks, Inc. issued the following Press Release.

SAN JOSE,  Calif.-- March 28,  2002--Hybrid  Networks Inc.  (Nasdaq:HYBR - news)
today has announced that its efforts to complete a strategic  transaction,  such
as a sale or merger of the  company,  have thus far not proven  successful.  The
Company further noted that it expects that revenue for the first quarter of 2002
will  not  exceed  $700,000  and  that it has no  backlog  for  future  periods.
Effective  March 29, 2002,  the Company  will  further  reduce its work force by
eliminating approximately 80% of its remaining staff.

After payment of employee  compensation,  termination  and other  expenses,  the
Company will have cash and  accounts  receivables  of less than $1 million.  The
Company does not foresee  having  sufficient  liquid assets to continue even its
scaled back operations beyond April 30, 2002. Therefore,  the Company intends to
pursue an orderly cessation of its operations.

The Company's  remaining  liabilities  consist  primarily of the company's  $5.5
million convertible notes that are secured by substantially all of the assets of
the company and its  obligations  to its  landlord.  The Company does not expect
that any assets will be available for  distribution  to holders of its common or
preferred stock after the claims of its creditors have been settled.



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  March 28, 2002              Hybrid Networks, Inc.


                                    By: /s/ Michael D. Greenbaum
                                        -------------------------------------
                                        Michael D. Greenbaum
                                        President and Chief Executive Officer