<PAGE>   1
      As filed with the Securities and Exchange Commission on April 9, 1997
                                                 Registration No. 333-         .
--------------------------------------------------------------------------------
                       
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                                    --------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ELCOM INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)

               Delaware                                 04-3175156
   -------------------------------         ------------------------------------
   (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
    Incorporation or Organization)


                            Elcom International, Inc.
                                  10 Oceana Way
                          Norwood, Massachusetts 02062
          (Address of Principal Executive Offices, including Zip Code)

                                    --------

               1996 STOCK OPTION PLAN OF ELCOM INTERNATIONAL, INC.

                            (Full Title of the Plan)

                                    --------

<TABLE>
<S>                                                       <C>
                                                          Copy to:
Laurence F. Mulhern                                       --------
Corporate Executive Vice President                        Douglas A. Neary, Esq.
Chief Financial Officer, Treasurer and Secretary          Calfee, Halter & Griswold LLP
Elcom International, Inc.                                 1400 McDonald Investment Center
10 Oceana Way                                             800 Superior Avenue
Norwood, Massachusetts 02062                              Cleveland, Ohio 44114
(617) 440-3333                                            (216) 622-8200
</TABLE>

                      (Name, Address and Telephone Number,
                   including Area Code, of Agent for Service)

                                    --------

<TABLE>
                                CALCULATION OF REGISTRATION FEE

<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                                   Proposed         Proposed
                                                                    maximum          maximum
                                                  Amount           offering         aggregate        Amount of
Title of securities                                to be             price          offering        registration
to be registered                                registered       per share (1)      price (1)            fee
----------------------------------------------------------------------------------------------------------------
<S>                                              <C>                 <C>           <C>               <C>         
Common Stock, par value $.01 per                 2,400,000
share, issuable upon exercise of options            shares           $5.875        $14,100,000       $4,272.73

<FN>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee and 
based upon the average of the high and low sales price of the Common Stock of Elcom International, Inc. 
reported on the Nasdaq National Market on April 4, 1997.

</TABLE>

<PAGE>   2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
          -----------------------------------------------

     The following documents of Elcom International, Inc. (the "Company"),
previously filed with the Securities and Exchange Commission, are incorporated
herein by reference:

     1.   The Company's Annual Report on Form 10-K for the year ended December
          31, 1996;

     2.   The Company's Current Reports on Form 8-K and Form 8-K/A-1 dated
          February 21, 1997;

     3.   The Company's Current Report on Form 8-K dated March 26, 1997; and

     4.   The description of the Company's Common Stock, par value $.01 per
          share (the "Common Stock"), contained in the Company's Registration
          Statement on Form 8-A (Reg. No. 0-27376).

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Registration
Statement, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents, other than the portions of such documents which by statute, by
designation in such document or otherwise, are not deemed to be filed with the
Commission or are not required to be incorporated herein by reference.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference in this Registration Statement modifies or supersedes such statement.
Any such 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.
          --------------------------------------

     Not applicable.



                                       1
<PAGE>   3

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          -----------------------------------------

     Section 145 of the Delaware General Corporation Law (the "Delaware GCL")
sets forth the conditions and limitations governing the indemnification of
officers, directors and other persons.

     Article SEVENTH of the Company's Certificate of Incorporation, as amended
(the "Certificate"), provides that the directors of the Company shall incur no
personal liability to the Company or its stockholders for monetary damages for
the breach of fiduciary duty as a director; provided, that such director
liability shall not be limited or eliminated (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for any acts
or omissions by the director not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware GCL, or (iv) for any transaction from which the director derived an
improper personal benefit.

     Article EIGHTH of the Company's Certificate provides in part that the
Company shall indemnify any director or officer who was or is a party or is
threatened to be made a party to, or is involved in, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of the Company, or is or was serving at the request of the Company, as a
director, officer, partner, trustee, employee or agent of certain other
entities, against all expense, liability and loss (including attorneys' fees,
judgments, fines, excise taxes or penalties and amounts paid or to be paid in
settlement) actually or reasonably incurred or suffered by such person in
connection with such action, suit or proceeding.

     The Company also has entered into indemnity agreements (the "Indemnity
Agreements") with its directors and executive officers that expand the
protection provided to the Company's directors and officers and are based upon
sections of the Delaware GCL and Article EIGHTH of the Company's Certificate
that recognize the validity of additional indemnity rights granted by agreement.
The substantive content of the Indemnity Agreements and Article EIGHTH of the
Certificate is substantially the same except that, pursuant to the Indemnity
Agreements, indemnity is expressly provided for settlements in derivative
actions and partial indemnification is permitted in the event that the director
or executive officer is not entitled to full indemnification.

     Both the Delaware GCL and Article EIGHTH of the Company's Certificate
provide that the Company may maintain insurance to cover losses incurred
pursuant to liability of directors and officers of the Company. Although the
Company does not currently have such insurance, it intends to evaluate the
acquisition of such coverage.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          -----------------------------------

     Not applicable.



                                       2
<PAGE>   4

ITEM 8.   EXHIBITS.
          --------

     See the Index to Exhibits at Page E-1 of this Registration Statement.

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, represents 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 the Registration
          Statement or any material change to such information in the
          Registration Statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the Registration Statement is on Form S-3 or Form S-8 and the information
     required to be included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed 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.

          (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 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 Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 Company pursuant to the 



                                       3
<PAGE>   5

foregoing provisions described under Item 6 above, or otherwise, the Company 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 of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a Director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
against the Company by such Director, officer or controlling person in
connection with the securities being registered, the Company 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 as to 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.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
















                                       4
<PAGE>   6


                                   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 City of Norwood, State of Massachusetts, on April 9, 1997.

                                   ELCOM INTERNATIONAL, INC.


                                   By: /s/ Robert J. Crowell
                                       ------------------------------------
                                       Robert J. Crowell
                                       Chairman and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Robert J. Crowell, Laurence F. Mulhern,
David Wolf, Douglas A. Neary and Thomas A. Fullmer, or any one or more of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all capacities, to sign any
or all amendments or post-effective amendments to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents, or any one of them, full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that each
of such attorneys-in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.

<TABLE>
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on April 9, 1997.

<CAPTION>
       SIGNATURE                               TITLE
       ---------                               -----

<S>                                        <C>
/s/ Robert J. Crowell                      Chairman of the Board of Directors
----------------------------               and Chief Executive Officer
Robert J. Crowell                          (Principal Executive Officer)
                                           

/s/ Laurence F. Mulhern                    Corporate Executive Vice President,
----------------------------               Chief Financial Officer, Treasurer and Secretary
Laurence F. Mulhern                        (Principal Financial and Accounting Officer)   
                                           

/s/ William W. Smith                       Vice Chairman and Director
----------------------------
William W. Smith


/s/ James Rousou                           Corporate Executive Vice President and Director
----------------------------
James Rousou


/s/ J. Richard Cordsen                     Director
----------------------------
J. Richard Cordsen


/s/ Richard J. Harries, Jr.                Director
----------------------------
Richard J. Harries, Jr.


/s/ John W. Ortiz                          Director
----------------------------
John W. Ortiz

</TABLE>


                                       5
<PAGE>   7


                            ELCOM INTERNATIONAL, INC.
                         FORM S-8 REGISTRATION STATEMENT
                                INDEX TO EXHIBITS


Exhibit No.                           Description
-----------                           -----------

4.4            Specimen certificate of the Registrant's Common Stock. (1)

4.5            Form of 8% Series A Cumulative Convertible Preferred ("Series A")
               Stock Purchase Agreement, with attached list of purchasers and 
               number of shares purchased, as of December 10, 1993. (1)

4.8            Form of Series B Preferred Stock Purchase Agreement for Closings
               held on April 15, June 21 and August 11, 1994, with attached list
               of purchasers and number of shares purchased. (1)

4.9            Form of Series B Preferred Stock Purchase Agreement for Closings
               held on December 30, 1994 and February 6, 1995, with attached
               list of purchasers and number of shares purchased. (1)

4.10           Form of Series C Preferred Stock Purchase Agreement for Closings
               held on June 22 and June 30, 1995, with attached list of
               purchasers and number of shares purchased. (1)

4.12           Securities Agreement, dated September 1, 1993, as amended 
               February 1, 1994, by and among the Registrant, Robert J. Crowell,
               and 19 other listed purchasers, as of June 2, 1995 (1) and list
               of other assignees of certain registration rights thereunder. (3)

4.13           Securities Agreement, dated October 28, 1994, by and among the 
               former stockholders of CSI and the Registrant. (1)

4.14           Computerware Stockholders' Agreement, dated February 6, 1995, by
               and among the Registrant, Robert J. Crowell and the former
               shareholders of Computerware. (1)

4.15           Amended and Restated Lantec Stockholders' Agreement, dated 
               April 6, 1996, by and among the Registrant, Robert J. Crowell and
               the former shareholders of Lantec. (2)

4.16           Form of Lantec Warrant Agreement, dated June 22, 1995, with 
               attached list of holders and number of warrants held. (1)

4.17           AMA Securities Agreement, dated February 29, 1996, by and among 
               the Registrant and the former stockholders of AMA (UK) Limited.
               (3)

5.1            Opinion of Calfee, Halter & Griswold LLP as to the validity of 
               the securities being offered. (x)

23.1           Consent of Arthur Andersen LLP. (x)

23.2           Consent of Deloitte & Touche. (x)



                                      E-1
<PAGE>   8


                            ELCOM INTERNATIONAL, INC.
                         FORM S-8 REGISTRATION STATEMENT
                                INDEX TO EXHIBITS
                                   (CONTINUED)


Exhibit No.                            Description
-----------                            -----------

23.3           Consent of Calfee, Halter & Griswold LLP. 

24.1           Power of Attorney and related Certified Resolution. (x)

_____________________
(1)  Previously filed as an exhibit to Registration Statement No. 33-98866 on
     Form S-1 and incorporated herein by reference.

(2)  Previously filed as an exhibit to Registrant's Quarterly Report on Form
     10-Q for the quarter ended March 31, 1996, and incorporated herein by
     reference.

(3)  Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
     for the year ended December 31, 1996, and incorporated herein by reference.

(x)  Filed herewith.





















                                      E-2
[{"type": "S-8", "sequence": "1", "description": "ELCOM INTERNATIONAL 1996 STOCK OPTION PLAN", "secsgml_size_bytes": 20412}]
{"company-data": {"conformed-name": "ELCOM INTERNATIONAL INC", "cik": "0000900096", "assigned-sic": "7371", "irs-number": "043175156", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24809", "film-number": "97577045"}, "business-address": {"street1": "10 OCEANA WAY", "city": "NORWOOD", "state": "MA", "zip": "02062", "phone": "6174403333"}, "mail-address": {"street1": "10 OCEANA WAY", "city": "NORWOOD", "state": "MA", "zip": "02062"}, "former-company": {"former-conformed-name": "CATALINK DIRECT INC", "date-changed": "19951103"}}
1
      As filed with the Securities and Exchange Commission on April 9, 1997
                                                 Registration No. 333-         .
--------------------------------------------------------------------------------
                       
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                                    --------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ELCOM INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)

               Delaware                                 04-3175156
   -------------------------------         ------------------------------------
   (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
    Incorporation or Organization)

                            Elcom International, Inc.
                                  10 Oceana Way
                          Norwood, Massachusetts 02062
          (Address of Principal Executive Offices, including Zip Code)

                                    --------

               1996 STOCK OPTION PLAN OF ELCOM INTERNATIONAL, INC.

                            (Full Title of the Plan)

                                    --------
Copy to:
Laurence F. Mulhern                                       --------
Corporate Executive Vice President                        Douglas A. Neary, Esq.
Chief Financial Officer, Treasurer and Secretary          Calfee, Halter & Griswold LLP
Elcom International, Inc.                                 1400 McDonald Investment Center
10 Oceana Way                                             800 Superior Avenue
Norwood, Massachusetts 02062                              Cleveland, Ohio 44114
(617) 440-3333                                            (216) 622-8200
(Name, Address and Telephone Number,
                   including Area Code, of Agent for Service)

                                    --------

                                CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
                                                                   Proposed         Proposed
                                                                    maximum          maximum
                                                  Amount           offering         aggregate        Amount of
Title of securities                                to be             price          offering        registration
to be registered                                registered       per share (1)      price (1)            fee
----------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per                 2,400,000
share, issuable upon exercise of options            shares           $5.875        $14,100,000       $4,272.73
(1) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee and 
based upon the average of the high and low sales price of the Common Stock of Elcom International, Inc. 
reported on the Nasdaq National Market on April 4, 1997.
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
          -----------------------------------------------

     The following documents of Elcom International, Inc. (the "Company"),
previously filed with the Securities and Exchange Commission, are incorporated
herein by reference:

     1.   The Company's Annual Report on Form 10-K for the year ended December
          31, 1996;

     2.   The Company's Current Reports on Form 8-K and Form 8-K/A-1 dated
          February 21, 1997;

     3.   The Company's Current Report on Form 8-K dated March 26, 1997; and

     4.   The description of the Company's Common Stock, par value $.01 per
          share (the "Common Stock"), contained in the Company's Registration
          Statement on Form 8-A (Reg. No. 0-27376).

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Registration
Statement, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents, other than the portions of such documents which by statute, by
designation in such document or otherwise, are not deemed to be filed with the
Commission or are not required to be incorporated herein by reference.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference in this Registration Statement modifies or supersedes such statement.
Any such 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.
          --------------------------------------

     Not applicable.

                                       1
3

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          -----------------------------------------

     Section 145 of the Delaware General Corporation Law (the "Delaware GCL")
sets forth the conditions and limitations governing the indemnification of
officers, directors and other persons.

     Article SEVENTH of the Company's Certificate of Incorporation, as amended
(the "Certificate"), provides that the directors of the Company shall incur no
personal liability to the Company or its stockholders for monetary damages for
the breach of fiduciary duty as a director; provided, that such director
liability shall not be limited or eliminated (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for any acts
or omissions by the director not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware GCL, or (iv) for any transaction from which the director derived an
improper personal benefit.

     Article EIGHTH of the Company's Certificate provides in part that the
Company shall indemnify any director or officer who was or is a party or is
threatened to be made a party to, or is involved in, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of the Company, or is or was serving at the request of the Company, as a
director, officer, partner, trustee, employee or agent of certain other
entities, against all expense, liability and loss (including attorneys' fees,
judgments, fines, excise taxes or penalties and amounts paid or to be paid in
settlement) actually or reasonably incurred or suffered by such person in
connection with such action, suit or proceeding.

     The Company also has entered into indemnity agreements (the "Indemnity
Agreements") with its directors and executive officers that expand the
protection provided to the Company's directors and officers and are based upon
sections of the Delaware GCL and Article EIGHTH of the Company's Certificate
that recognize the validity of additional indemnity rights granted by agreement.
The substantive content of the Indemnity Agreements and Article EIGHTH of the
Certificate is substantially the same except that, pursuant to the Indemnity
Agreements, indemnity is expressly provided for settlements in derivative
actions and partial indemnification is permitted in the event that the director
or executive officer is not entitled to full indemnification.

     Both the Delaware GCL and Article EIGHTH of the Company's Certificate
provide that the Company may maintain insurance to cover losses incurred
pursuant to liability of directors and officers of the Company. Although the
Company does not currently have such insurance, it intends to evaluate the
acquisition of such coverage.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          -----------------------------------

     Not applicable.

                                       2
4

ITEM 8.   EXHIBITS.
          --------

     See the Index to Exhibits at Page E-1 of this Registration Statement.

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, represents 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 the Registration
          Statement or any material change to such information in the
          Registration Statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the Registration Statement is on Form S-3 or Form S-8 and the information
     required to be included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed 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.

          (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 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 Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 Company pursuant to the 

                                       3
5

foregoing provisions described under Item 6 above, or otherwise, the Company 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 of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a Director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
against the Company by such Director, officer or controlling person in
connection with the securities being registered, the Company 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 as to 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.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       4
6

                                   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 City of Norwood, State of Massachusetts, on April 9, 1997.

                                   ELCOM INTERNATIONAL, INC.

                                   By: /s/ Robert J. Crowell
                                       ------------------------------------
                                       Robert J. Crowell
                                       Chairman and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Robert J. Crowell, Laurence F. Mulhern,
David Wolf, Douglas A. Neary and Thomas A. Fullmer, or any one or more of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all capacities, to sign any
or all amendments or post-effective amendments to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents, or any one of them, full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that each
of such attorneys-in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on April 9, 1997.
SIGNATURE                               TITLE
       ---------                               -----
/s/ Robert J. Crowell                      Chairman of the Board of Directors
----------------------------               and Chief Executive Officer
Robert J. Crowell                          (Principal Executive Officer)
                                           

/s/ Laurence F. Mulhern                    Corporate Executive Vice President,
----------------------------               Chief Financial Officer, Treasurer and Secretary
Laurence F. Mulhern                        (Principal Financial and Accounting Officer)   
                                           

/s/ William W. Smith                       Vice Chairman and Director
----------------------------
William W. Smith

/s/ James Rousou                           Corporate Executive Vice President and Director
----------------------------
James Rousou

/s/ J. Richard Cordsen                     Director
----------------------------
J. Richard Cordsen

/s/ Richard J. Harries, Jr.                Director
----------------------------
Richard J. Harries, Jr.

/s/ John W. Ortiz                          Director
----------------------------
John W. Ortiz
5
7

                            ELCOM INTERNATIONAL, INC.
                         FORM S-8 REGISTRATION STATEMENT
                                INDEX TO EXHIBITS

Exhibit No.                           Description
-----------                           -----------

4.4            Specimen certificate of the Registrant's Common Stock. (1)

4.5            Form of 8% Series A Cumulative Convertible Preferred ("Series A")
               Stock Purchase Agreement, with attached list of purchasers and 
               number of shares purchased, as of December 10, 1993. (1)

4.8            Form of Series B Preferred Stock Purchase Agreement for Closings
               held on April 15, June 21 and August 11, 1994, with attached list
               of purchasers and number of shares purchased. (1)

4.9            Form of Series B Preferred Stock Purchase Agreement for Closings
               held on December 30, 1994 and February 6, 1995, with attached
               list of purchasers and number of shares purchased. (1)

4.10           Form of Series C Preferred Stock Purchase Agreement for Closings
               held on June 22 and June 30, 1995, with attached list of
               purchasers and number of shares purchased. (1)

4.12           Securities Agreement, dated September 1, 1993, as amended 
               February 1, 1994, by and among the Registrant, Robert J. Crowell,
               and 19 other listed purchasers, as of June 2, 1995 (1) and list
               of other assignees of certain registration rights thereunder. (3)

4.13           Securities Agreement, dated October 28, 1994, by and among the 
               former stockholders of CSI and the Registrant. (1)

4.14           Computerware Stockholders' Agreement, dated February 6, 1995, by
               and among the Registrant, Robert J. Crowell and the former
               shareholders of Computerware. (1)

4.15           Amended and Restated Lantec Stockholders' Agreement, dated 
               April 6, 1996, by and among the Registrant, Robert J. Crowell and
               the former shareholders of Lantec. (2)

4.16           Form of Lantec Warrant Agreement, dated June 22, 1995, with 
               attached list of holders and number of warrants held. (1)

4.17           AMA Securities Agreement, dated February 29, 1996, by and among 
               the Registrant and the former stockholders of AMA (UK) Limited.
               (3)

5.1            Opinion of Calfee, Halter & Griswold LLP as to the validity of 
               the securities being offered. (x)

23.1           Consent of Arthur Andersen LLP. (x)

23.2           Consent of Deloitte & Touche. (x)

                                      E-1
8

                            ELCOM INTERNATIONAL, INC.
                         FORM S-8 REGISTRATION STATEMENT
                                INDEX TO EXHIBITS
                                   (CONTINUED)

Exhibit No.                            Description
-----------                            -----------

23.3           Consent of Calfee, Halter & Griswold LLP. 

24.1           Power of Attorney and related Certified Resolution. (x)

_____________________
(1)  Previously filed as an exhibit to Registration Statement No. 33-98866 on
     Form S-1 and incorporated herein by reference.

(2)  Previously filed as an exhibit to Registrant's Quarterly Report on Form
     10-Q for the quarter ended March 31, 1996, and incorporated herein by
     reference.

(3)  Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
     for the year ended December 31, 1996, and incorporated herein by reference.

(x)  Filed herewith.

                                      E-2