<PAGE>   1
   As filed with the Securities and Exchange Commission on March 3, 1998
                                                          File No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                 TELTREND INC.
             (Exact Name of Registrant as Specified in Its Charter)


       DELAWARE                                                         
  (State or Other                                                        
  Jurisdiction of                                          13-3476859    
  Incorporation or                                       (I.R.S. Employer   
   Organization)                                       Identification No.)

                             620 STETSON AVENUE
                      ST. CHARLES, ILLINOIS  60174-1700
             (Address of Principal Executive Offices)(Zip Code)

         TELTREND INC. 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                          (Full Title of the Plan)

                            DOUGLAS P. HOFFMEYER
              VICE PRESIDENT, FINANCE, SECRETARY AND TREASURER
                                TELTREND INC.
                             620 STETSON AVENUE
                     ST. CHARLES, ILLINOIS   60174-1700
                   (Name and Address of Agent For Service)

                         TELEPHONE:  (630) 377-1700
        (Telephone Number, Including Area Code, of Agent For Service)

                        COPIES OF COMMUNICATIONS TO:
                          TIMOTHY R. DONOVAN, ESQ.
                               JENNER & BLOCK
                                ONE IBM PLAZA
                          CHICAGO, ILLINOIS   60611
                               (312) 222-9350

                       CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
==================================================================================================================================
                                                            Proposed Maximum      Proposed Maximum
                                      Amount to be          Offering Price Per    Aggregate Offering    Amount of
Title of Securities to be Registered  Registered(*)         Share(**)             Price(**)             Registration Fee
==================================================================================================================================
<S>                                   <C>                   <C>                   <C>                   <C>
Common Stock, $.01 par value per
share (including associated
preferred share purchase rights)        250,000             $13.185               $3,296,125            $972.36
==================================================================================================================================
</TABLE>

                                     PART I

(*) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the "Act"), 
    this Registration Statement also covers such additional securities as may
    become issuable under the Plan through the operation of its anti-dilution
    provisions.
(**)Calculated in accordance with Rule 457(c)  under the Act, based on the
    average of the high and the low sales prices of the shares quoted on the
    Nasdaq Stock Market on February 27, 1998 and in accordance with Rule 457(h)
    under the Act, based on the exercise price of the options.

<PAGE>   2



              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.
        Not required to be included herewith.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
        Not required to be included herewith.




                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     This Registration Statement on Form S-8 relates to the registration of
shares of the common stock, $.01 par value per share (the "Common Stock"),
including the associated preferred share purchase rights, of Teltrend Inc. (the
"Company" or the "Registrant").

     The following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") are hereby incorporated
by reference into this Registration Statement and made a part hereof:

       (a)  The Company's Annual Report on Form 10-K for the fiscal
            year ended July 26, 1997;

       (b)  The Company's Quarterly Report on Form 10-Q for the quarter
            ended October 25, 1997;

       (c)  The Company's Current Report on Form 8-K dated September
            18, 1997 and its Current Report on Form 8-K/A dated September 18,
            1997; and

       (d)  The descriptions of the Common Stock and associated
            preferred share purchase rights contained in the Company's
            Registration Statements on Form 8-A, originally filed with the
            Commission on May 23, 1995 and January 28, 1997, respectively,
            including any amendment or report filed for the purpose of updating
            such description.

     In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all of the securities
registered hereunder have been issued or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

     Any statement, including financial statements, contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
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.

                                      -2-

<PAGE>   3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Restated Certificate of Incorporation, as amended (the
"Restated Certificate of Incorporation"), provides that, pursuant to Delaware
law, no director of the Company shall be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director.
This provision does not eliminate a director's fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law.  In addition,
this provision shall not limit or eliminate the liability of a director for:
(i) breach of the director's duty of loyalty to the Company or its
stockholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law; (iii) any transaction from
which the director derived an improper personal benefit; and (iv) payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law.  The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws.
Reference is made to Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "DGCL").

     Reference is made to Section 145 of the DGCL which provides for
indemnification of directors and officers.  The Company's Restated Certificate
of Incorporation and its Amended and Restated Bylaws (the "Bylaws") provide
that the Company will indemnify its directors and executive officers to the
fullest extent permitted by the DGCL as it currently exists or may thereafter
be amended.  The Bylaws also provide that the Company has no obligation to
indemnify any director or executive officer of the Company for expenses or
payments of profits arising from the purchase and sale by any such person of
securities in violation of Section 16(b) of the Exchange Act.  In addition, the
Company has entered into separate indemnification agreements with each of its
directors and executive officers which may require the Company, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or executive officers and to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified.

     The Company has in force an insurance policy which insures the officers
and directors of the Company against certain liabilities incurred by them in
the discharge of their functions as such officers and directors, within the
limits and subject to the limitations of the policy.

     The Company is party to a Registration Rights and Lock-Up Agreement, dated
as of April 10, 1995, with certain of its stockholders (the "Registration
Agreement").  Pursuant to the Registration Agreement, these stockholders have
certain rights to have specified shares of the Company's equity securities
registered under the Act.  Each stockholder who is party to the Registration
Agreement has agreed to indemnify each director, officer and controlling person
of the Company against liabilities related to such stockholder's statements or
omissions in connection with any registration of such stockholder's shares
pursuant to the terms of the Registration Agreement.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The following exhibits are filed as part of this Registration 
          Statement.


<TABLE>
<CAPTION>
EXHIBIT NO.                         DESCRIPTION OF EXHIBITS
-----------                         -----------------------
    <S>      <C>                                                                
    4.1      Specimen Common Stock Certificate of the Registrant (incorporated  
             by reference to the Registrant's Registration Statement on Form    
             S-1, originally filed with the Commission on April 11, 1995,       
             Registration No. 33-91104).                                        
                                                                                
    4.2      Articles Fourth, Seventh, Eighth, Tenth and Twelfth of the         
             Restated Certificate of Incorporation of the Registrant, as amended
             (incorporated by reference to the Registrant's Report on Form 10-K 
             for the fiscal year ended July 26, 1997, File No. 0-26114).        
       
</TABLE>


                                     -3-
<PAGE>   4


<TABLE>

    <S>      <C>
    4.3      Articles I, II (Sections 1 and 3), IV (Sections 1 through 6), V   
             (Section 3) and VI of the Amended and Restated Bylaws of the      
             Registrant (incorporated by reference to the Registrant's         
             Registration Statement on Form S-1, originally filed with the     
             Commission on April 11, 1995, Registration No. 33-91104).         
                                                                               
                                                                               
    4.4      Rights Agreement, dated January 16, 1997, between Teltrend Inc.   
             and LaSalle National Bank as Rights Agent (incorporated by        
             reference to the Registrant's Current Report on Form 8-K dated    
             January 16, 1997).                                                
                                                                               
                                                                               
    4.5      Form of Rights Certificate (incorporated by reference to Exhibit  
             B to the Rights Agreement filed as Exhibit 4.4 herewith).         
                                                                               
                                                                               
    5.1      Opinion of Jenner & Block regarding validity of registered        
             securities.                                                       
                                                                               
   15        None.                                                             
                                                                               
   23.1      Consent of Ernst & Young LLP.                                     
                                                                               
   23.2      Consent of Baker Tilly, Chartered Accountants.                    
                                                                               
   23.3      Consent of Jenner & Block (filed as part of Exhibit 5.1).         
                                                                               
   24.1      Powers of Attorney of the following directors of the Company: Frank
             T. Cary, William R. Delk, Harry Crutcher, III, Donald R. Hollis,  
             Bernard F. Sergesketter and Susan B. Major.                       
                                                                               
    99       Teltrend Inc. 1997 Non-Employee Director Stock Option Plan        
             (incorporated by reference to the Registrant's Proxy Statement on 
             Schedule 14A filed with the Commission on October 31, 1997, File  
             No. 0-26114).                                                     
</TABLE>

ITEM 9.  UNDERTAKINGS.


1.     SUBSEQUENT DISCLOSURE.


       The Registrant hereby undertakes:

       a. 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
            Act;

            (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 this Registration Statement.  (Notwithstanding the
            foregoing, any increase or decrease in the 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 this
            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 


                                     -4-
<PAGE>   5

       Commission by the Registrant pursuant to Section 13 or 15(d) of the
       Exchange Act that are incorporated by reference in the Registration
       Statement.

       b. That, for the purpose of determining any liability under the Act,
       each such post-effective amendment 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. 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.

2.     INCORPORATION BY REFERENCE.

       The Registrant hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference
in this 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.

3.     COMMISSION POSITION ON INDEMNIFICATION.

       Insofar as indemnification for liabilities arising under the Act 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 Commission such indemnification is against
public policy as expressed in the 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 Act and will be governed by the final adjudication of such
issue.


                                      -5-



<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 St. Charles, State of Illinois, on this 3rd day of
March, 1998.

                                   TELTREND INC.                        
                                                                        
                                                                        
                                                                        
                                   By    /s/ Howard L. Kirby, Jr.       
                                      --------------------------------  
                                        Howard L. Kirby, Jr., President 
                                        and 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 dates indicated.


<TABLE>
<CAPTION>
     SIGNATURE                     CAPACITY                      DATE
     ---------                     --------                      ----
<S>                          <C>                              <C>
/s/ Howard L. Kirby, Jr.                                   
------------------------     President and Chief Executive 
    Howard L. Kirby, Jr.       Officer and Director
                             (Principal Executive Officer)    March 3, 1998

/s/ Douglas P. Hoffmeyer     Vice President, Finance,
------------------------     Secretary and Treasurer
    Douglas P. Hoffmeyer     (Principal Financial Officer)    March 3, 1998


/s/ Theodor A. Maxeiner      Assistant Vice President, Finance,
------------------------     (Principal Accounting Officer)   March 3, 1998
    Theodor A. Maxeiner


Frank T. Cary, William R. Delk,       Directors               March 3, 1998
Harry Crutcher, III, Donald R.
Hollis, Bernard F. Sergesketter 
and Susan B. Major


By:  /s/ Douglas P. Hoffmeyer
     ------------------------
         Douglas P. Hoffmeyer                                           
         Attorney-in-Fact
</TABLE>


                                      -6-



<PAGE>   7

                                         EXHIBIT INDEX


EXHIBIT NO.                         DESCRIPTION OF EXHIBITS
-----------                         -----------------------
    [S]      [C]                                                             
    4.1      Specimen Common Stock Certificate of the Registrant (incorporated  
             by reference to the Registrant's Registration Statement on Form 
             S-1, originally filed with the Commission on April 11, 1995,       
             Registration No. 33-91104).                                        
                                                                                
    4.2      Articles Fourth, Seventh, Eighth, Tenth and Twelfth of the         
             Restated Certificate of Incorporation of the Registrant, as amended
             (incorporated by reference to the Registrant's Report on Form 10-K 
             for the fiscal year ended July 26, 1997, File No. 0-26114).        

    4.3      Articles I, II (Sections 1 and 3), IV (Sections 1 through 6), V   
             (Section 3) and VI of the Amended and Restated Bylaws of the      
             Registrant (incorporated by reference to the Registrant's         
             Registration Statement on Form S-1, originally filed with the    
             Commission on April 11, 1995, Registration No. 33-91104).        
                                                                              
                                                                              
    4.4      Rights Agreement, dated January 16, 1997, between Teltrend Inc.  
             and LaSalle National Bank as Rights Agent (incorporated by       
             reference to the Registrant's Current Report on Form 8-K dated   
             January 16, 1997).                                               
                                                                              
                                                                              
    4.5      Form of Rights Certificate (incorporated by reference to Exhibit 
             B to the Rights Agreement filed as Exhibit 4.4 herewith).        
                                                                              
                                                                              
    5.1      Opinion of Jenner & Block regarding validity of registered       
             securities.                                                      
                                                                              
   15        None.                                                            
                                                                              
   23.1      Consent of Ernst & Young LLP.                                    
                                                                              
   23.2      Consent of Baker Tilly, Chartered Accountants.                   
                                                                              
   23.3      Consent of Jenner & Block (filed as part of Exhibit 5.1).        
                                                                              
   24.1      Powers of Attorney of the following directors of the Company: Frank
             T. Cary, William R. Delk, Harry Crutcher, III, Donald R. Hollis,
             Bernard F. Sergesketter and Susan B. Major.                     
                                                                             
    99       Teltrend Inc. 1997 Non-Employee Director Stock Option Plan      
             (incorporated by reference to the Registrant's Proxy Statement on
             Schedule 14A filed with the Commission on October 31, 1997, File 
             No. 0-26114).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 24856}]
{"company-data": {"conformed-name": "TELTREND INC", "cik": "0000943822", "assigned-sic": "3661", "irs-number": "133476859", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47275", "film-number": "98556881"}, "business-address": {"street1": "620 STETSON AVE", "city": "ST CHARLES", "state": "IL", "zip": "60174", "phone": "7083771700"}, "mail-address": {"street1": "620 STETSON AVE", "city": "ST CHARLES", "state": "IL", "zip": "60174"}}
1
   As filed with the Securities and Exchange Commission on March 3, 1998
                                                          File No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                 TELTREND INC.
             (Exact Name of Registrant as Specified in Its Charter)

       DELAWARE                                                         
  (State or Other                                                        
  Jurisdiction of                                          13-3476859    
  Incorporation or                                       (I.R.S. Employer   
   Organization)                                       Identification No.)

                             620 STETSON AVENUE
                      ST. CHARLES, ILLINOIS  60174-1700
             (Address of Principal Executive Offices)(Zip Code)

         TELTREND INC. 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                          (Full Title of the Plan)

                            DOUGLAS P. HOFFMEYER
              VICE PRESIDENT, FINANCE, SECRETARY AND TREASURER
                                TELTREND INC.
                             620 STETSON AVENUE
                     ST. CHARLES, ILLINOIS   60174-1700
                   (Name and Address of Agent For Service)

                         TELEPHONE:  (630) 377-1700
        (Telephone Number, Including Area Code, of Agent For Service)

                        COPIES OF COMMUNICATIONS TO:
                          TIMOTHY R. DONOVAN, ESQ.
                               JENNER & BLOCK
                                ONE IBM PLAZA
                          CHICAGO, ILLINOIS   60611
                               (312) 222-9350

                       CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                            Proposed Maximum      Proposed Maximum
                                      Amount to be          Offering Price Per    Aggregate Offering    Amount of
Title of Securities to be Registered  Registered(*)         Share(**)             Price(**)             Registration Fee
==================================================================================================================================
Common Stock, $.01 par value per
share (including associated
preferred share purchase rights)        250,000             $13.185               $3,296,125            $972.36
==================================================================================================================================
PART I

(*) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the "Act"), 
    this Registration Statement also covers such additional securities as may
    become issuable under the Plan through the operation of its anti-dilution
    provisions.
(**)Calculated in accordance with Rule 457(c)  under the Act, based on the
    average of the high and the low sales prices of the shares quoted on the
    Nasdaq Stock Market on February 27, 1998 and in accordance with Rule 457(h)
    under the Act, based on the exercise price of the options.
2

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.
        Not required to be included herewith.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
        Not required to be included herewith.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     This Registration Statement on Form S-8 relates to the registration of
shares of the common stock, $.01 par value per share (the "Common Stock"),
including the associated preferred share purchase rights, of Teltrend Inc. (the
"Company" or the "Registrant").

     The following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") are hereby incorporated
by reference into this Registration Statement and made a part hereof:

       (a)  The Company's Annual Report on Form 10-K for the fiscal
            year ended July 26, 1997;

       (b)  The Company's Quarterly Report on Form 10-Q for the quarter
            ended October 25, 1997;

       (c)  The Company's Current Report on Form 8-K dated September
            18, 1997 and its Current Report on Form 8-K/A dated September 18,
            1997; and

       (d)  The descriptions of the Common Stock and associated
            preferred share purchase rights contained in the Company's
            Registration Statements on Form 8-A, originally filed with the
            Commission on May 23, 1995 and January 28, 1997, respectively,
            including any amendment or report filed for the purpose of updating
            such description.

     In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all of the securities
registered hereunder have been issued or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

     Any statement, including financial statements, contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
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.

                                      -2-
3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Restated Certificate of Incorporation, as amended (the
"Restated Certificate of Incorporation"), provides that, pursuant to Delaware
law, no director of the Company shall be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director.
This provision does not eliminate a director's fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law.  In addition,
this provision shall not limit or eliminate the liability of a director for:
(i) breach of the director's duty of loyalty to the Company or its
stockholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law; (iii) any transaction from
which the director derived an improper personal benefit; and (iv) payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law.  The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws.
Reference is made to Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "DGCL").

     Reference is made to Section 145 of the DGCL which provides for
indemnification of directors and officers.  The Company's Restated Certificate
of Incorporation and its Amended and Restated Bylaws (the "Bylaws") provide
that the Company will indemnify its directors and executive officers to the
fullest extent permitted by the DGCL as it currently exists or may thereafter
be amended.  The Bylaws also provide that the Company has no obligation to
indemnify any director or executive officer of the Company for expenses or
payments of profits arising from the purchase and sale by any such person of
securities in violation of Section 16(b) of the Exchange Act.  In addition, the
Company has entered into separate indemnification agreements with each of its
directors and executive officers which may require the Company, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or executive officers and to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified.

     The Company has in force an insurance policy which insures the officers
and directors of the Company against certain liabilities incurred by them in
the discharge of their functions as such officers and directors, within the
limits and subject to the limitations of the policy.

     The Company is party to a Registration Rights and Lock-Up Agreement, dated
as of April 10, 1995, with certain of its stockholders (the "Registration
Agreement").  Pursuant to the Registration Agreement, these stockholders have
certain rights to have specified shares of the Company's equity securities
registered under the Act.  Each stockholder who is party to the Registration
Agreement has agreed to indemnify each director, officer and controlling person
of the Company against liabilities related to such stockholder's statements or
omissions in connection with any registration of such stockholder's shares
pursuant to the terms of the Registration Agreement.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The following exhibits are filed as part of this Registration 
          Statement.
EXHIBIT NO.                         DESCRIPTION OF EXHIBITS
-----------                         -----------------------
4.1      Specimen Common Stock Certificate of the Registrant (incorporated  
             by reference to the Registrant's Registration Statement on Form    
             S-1, originally filed with the Commission on April 11, 1995,       
             Registration No. 33-91104).                                        
                                                                                
    4.2      Articles Fourth, Seventh, Eighth, Tenth and Twelfth of the         
             Restated Certificate of Incorporation of the Registrant, as amended
             (incorporated by reference to the Registrant's Report on Form 10-K 
             for the fiscal year ended July 26, 1997, File No. 0-26114).
-3-
4
4.3      Articles I, II (Sections 1 and 3), IV (Sections 1 through 6), V   
             (Section 3) and VI of the Amended and Restated Bylaws of the      
             Registrant (incorporated by reference to the Registrant's         
             Registration Statement on Form S-1, originally filed with the     
             Commission on April 11, 1995, Registration No. 33-91104).         
                                                                               
                                                                               
    4.4      Rights Agreement, dated January 16, 1997, between Teltrend Inc.   
             and LaSalle National Bank as Rights Agent (incorporated by        
             reference to the Registrant's Current Report on Form 8-K dated    
             January 16, 1997).                                                
                                                                               
                                                                               
    4.5      Form of Rights Certificate (incorporated by reference to Exhibit  
             B to the Rights Agreement filed as Exhibit 4.4 herewith).         
                                                                               
                                                                               
    5.1      Opinion of Jenner & Block regarding validity of registered        
             securities.                                                       
                                                                               
   15        None.                                                             
                                                                               
   23.1      Consent of Ernst & Young LLP.                                     
                                                                               
   23.2      Consent of Baker Tilly, Chartered Accountants.                    
                                                                               
   23.3      Consent of Jenner & Block (filed as part of Exhibit 5.1).         
                                                                               
   24.1      Powers of Attorney of the following directors of the Company: Frank
             T. Cary, William R. Delk, Harry Crutcher, III, Donald R. Hollis,  
             Bernard F. Sergesketter and Susan B. Major.                       
                                                                               
    99       Teltrend Inc. 1997 Non-Employee Director Stock Option Plan        
             (incorporated by reference to the Registrant's Proxy Statement on 
             Schedule 14A filed with the Commission on October 31, 1997, File  
             No. 0-26114).
ITEM 9.  UNDERTAKINGS.

1.     SUBSEQUENT DISCLOSURE.

       The Registrant hereby undertakes:

       a. 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
            Act;

            (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 this Registration Statement.  (Notwithstanding the
            foregoing, any increase or decrease in the 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 this
            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 

                                     -4-
5

       Commission by the Registrant pursuant to Section 13 or 15(d) of the
       Exchange Act that are incorporated by reference in the Registration
       Statement.

       b. That, for the purpose of determining any liability under the Act,
       each such post-effective amendment 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. 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.

2.     INCORPORATION BY REFERENCE.

       The Registrant hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference
in this 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.

3.     COMMISSION POSITION ON INDEMNIFICATION.

       Insofar as indemnification for liabilities arising under the Act 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 Commission such indemnification is against
public policy as expressed in the 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 Act and will be governed by the final adjudication of such
issue.

                                      -5-
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 St. Charles, State of Illinois, on this 3rd day of
March, 1998.

                                   TELTREND INC.                        
                                                                        
                                                                        
                                                                        
                                   By    /s/ Howard L. Kirby, Jr.       
                                      --------------------------------  
                                        Howard L. Kirby, Jr., President 
                                        and 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 dates indicated.
SIGNATURE                     CAPACITY                      DATE
     ---------                     --------                      ----
/s/ Howard L. Kirby, Jr.                                   
------------------------     President and Chief Executive 
    Howard L. Kirby, Jr.       Officer and Director
                             (Principal Executive Officer)    March 3, 1998

/s/ Douglas P. Hoffmeyer     Vice President, Finance,
------------------------     Secretary and Treasurer
    Douglas P. Hoffmeyer     (Principal Financial Officer)    March 3, 1998

/s/ Theodor A. Maxeiner      Assistant Vice President, Finance,
------------------------     (Principal Accounting Officer)   March 3, 1998
    Theodor A. Maxeiner

Frank T. Cary, William R. Delk,       Directors               March 3, 1998
Harry Crutcher, III, Donald R.
Hollis, Bernard F. Sergesketter 
and Susan B. Major

By:  /s/ Douglas P. Hoffmeyer
     ------------------------
         Douglas P. Hoffmeyer                                           
         Attorney-in-Fact
-6-
7

                                         EXHIBIT INDEX

EXHIBIT NO.                         DESCRIPTION OF EXHIBITS
-----------                         -----------------------
    [S]      [C]                                                             
    4.1      Specimen Common Stock Certificate of the Registrant (incorporated  
             by reference to the Registrant's Registration Statement on Form 
             S-1, originally filed with the Commission on April 11, 1995,       
             Registration No. 33-91104).                                        
                                                                                
    4.2      Articles Fourth, Seventh, Eighth, Tenth and Twelfth of the         
             Restated Certificate of Incorporation of the Registrant, as amended
             (incorporated by reference to the Registrant's Report on Form 10-K 
             for the fiscal year ended July 26, 1997, File No. 0-26114).        

    4.3      Articles I, II (Sections 1 and 3), IV (Sections 1 through 6), V   
             (Section 3) and VI of the Amended and Restated Bylaws of the      
             Registrant (incorporated by reference to the Registrant's         
             Registration Statement on Form S-1, originally filed with the    
             Commission on April 11, 1995, Registration No. 33-91104).        
                                                                              
                                                                              
    4.4      Rights Agreement, dated January 16, 1997, between Teltrend Inc.  
             and LaSalle National Bank as Rights Agent (incorporated by       
             reference to the Registrant's Current Report on Form 8-K dated   
             January 16, 1997).                                               
                                                                              
                                                                              
    4.5      Form of Rights Certificate (incorporated by reference to Exhibit 
             B to the Rights Agreement filed as Exhibit 4.4 herewith).        
                                                                              
                                                                              
    5.1      Opinion of Jenner & Block regarding validity of registered       
             securities.                                                      
                                                                              
   15        None.                                                            
                                                                              
   23.1      Consent of Ernst & Young LLP.                                    
                                                                              
   23.2      Consent of Baker Tilly, Chartered Accountants.                   
                                                                              
   23.3      Consent of Jenner & Block (filed as part of Exhibit 5.1).        
                                                                              
   24.1      Powers of Attorney of the following directors of the Company: Frank
             T. Cary, William R. Delk, Harry Crutcher, III, Donald R. Hollis,
             Bernard F. Sergesketter and Susan B. Major.                     
                                                                             
    99       Teltrend Inc. 1997 Non-Employee Director Stock Option Plan      
             (incorporated by reference to the Registrant's Proxy Statement on
             Schedule 14A filed with the Commission on October 31, 1997, File 
             No. 0-26114).