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                       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


                                January 22, 2001
                Date of Report (Date of earliest event reported)




                             NETERGY NETWORKS, INC.
             (Exact name of registrant as specified in its charter)


                                                                    
           Delaware                              333-15627                           77-0142404
(State or other jurisdiction of           (Commission File Number)                (I.R.S. Employer
        incorporation)                                                           Identification No.)
- ---------------------------------------------------------------------------------------------------------



                           2445 Mission College Blvd.
                          Santa Clara, California 95054
                    (Address of principal executive offices)

                                 (408) 727-1885
              (Registrant's telephone number, including area code)

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ITEM 5. OTHER EVENTS

     On January 22, 2001,  Netergy  Networks,  Inc.  ("Netergy")  issued a press
release announcing the resignations of Paul Voois as Chief Executive Officer and
Robert Habibi as President and Chief Operating  Officer. A copy of the foregoing
press release is included as Exhibit 99.1 hereto and is  incorporated  herein by
reference.

     On  January  23,  2001,  Netergy  issued  a press  release  announcing  the
resignations  of: Robert  Habibi from  Netergy's  Board of  Directors;  Jean-Luc
Calonne as Senior Vice  President  for  Business  Operations/General  Manager of
Netergy's  Montreal  office;  and  approximately 50 employees from the Netergy's
Montreal  office.  A copy of the foregoing  press release is included as Exhibit
99.2 hereto and is incorporated herein by reference.

     On  January  24,  2001,  Netergy  issued  a press  release  announcing  the
appointment  of Joe  Parkinson  as  interim  Chief  Executive  Officer,  and the
addition  of Bryan  Martin  to the Board of  Directors  and his  appointment  as
President and Chief Operating  Officer. A copy of the foregoing press release is
included as Exhibit 99.3 hereto and is incorporated herein by reference.

     On  January  31,  2001,  Netergy  issued  a press  release  announcing  its
financial results for its third quarter of fiscal 2001, which ended December 31,
2000. A copy of the  foregoing  press release is included as Exhibit 99.4 hereto
and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

        (c)  Exhibits.

             Exhibit Number     Description
             --------------     -----------
                  99.1          Press release dated January 22, 2001.
                  99.2          Press release dated January 23, 2001.
                  99.3          Press release dated January 24, 2001.
                  99.4          Press release dated January 31, 2001.


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                                   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 hereunto duly authorized.

                                       NETERGY NETWORKS, INC.

Dated: February 7, 2001
                                       By: /s/ David Stoll
                                           -------------------------------------
                                           David Stoll
                                           Chief Financial Officer

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                                  EXHIBIT INDEX


Exhibit Number     Description
- --------------     -----------
                
     99.1          Press release dated January 22, 2001.
     99.2          Press release dated January 23, 2001.
     99.3          Press release dated January 24, 2001.
     99.4          Press release dated January 31, 2001.