<PAGE>   1

     As filed with the Securities and Exchange Commission on July 31, 1995.
                                                            Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                                      
                            Washington, D.C. 20549

                             --------------------
                                      
                                   FORM S-8
                                      
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                      
                             --------------------
                                      
                        DSC COMMUNICATIONS CORPORATION
            (Exact name of registrant as specified in its charter)
                                      
                DELAWARE                                54-1025763
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)


             1000 COIT ROAD                               75075
              PLANO, TEXAS                              (Zip Code)
(Address of principal executive offices)

                INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN OF
                        DSC COMMUNICATIONS CORPORATION
                           (Full title of the plan)
                                      
                               GEORGE B. BRUNT
                        DSC COMMUNICATIONS CORPORATION
                                1000 COIT ROAD
                              PLANO, TEXAS 75075
                                (214) 519-3000
                    (Name, address, and telephone number,
                  including area code, of agent for service)
                                      
                               with a copy to:
                                      
                               DANIEL W. RABUN
                               BAKER & MCKENZIE
                         2001 ROSS AVENUE, SUITE 4500
                             DALLAS, TEXAS 75201
                                      
                             --------------------
                                      
                       CALCULATION OF REGISTRATION FEE
                                      

<TABLE>
<CAPTION>
======================================================================================================================
                                                     Proposed maximum         Proposed maximum
  Title of securities to       Amount to be         offering price per       aggregate offering          Amount of
     be registered (1)          registered               share(2)                 price (2)           registration fee
- ----------------------------------------------------------------------------------------------------------------------
    <S>                       <C>                         <C>                    <C>                      <C>
    Common Stock, $.01
    par value                 750,000 Shares              $52.25                 $39,187,500              $13,513
- ----------------------------------------------------------------------------------------------------------------------
    Preferred Stock
    Purchase Rights(3)        750,000 Rights               N/A                       N/A                    N/A
======================================================================================================================
</TABLE>


(1)      Shares of common stock of DSC Communications Corporation (the
         "Company"), $.01 par value per share (the "Common Stock"), being
         registered hereby relate to the International Employee Stock Purchase
         Plan of DSC Communications Corporation (the "International Plan").
         Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
         amended (the "Securities Act"), there are also being registered such
         additional shares of Common Stock as may become issuable pursuant to
         the anti-dilution provisions of the International Plan.
(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) and (h) promulgated under the Securities Act
         on the basis of the average of the high and low sale prices of the
         Common Stock on July 24, 1995, as reported on the Nasdaq Stock Market.
(3)      In accordance with rule 457(g),no additional registration fee is
         required in respect of Preferred Stock Purchase Rights.
================================================================================
<PAGE>   2
                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The documents listed in (a), (b) and (c) below are hereby incorporated
by reference into this Registration Statement.  All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
the Registration Statement which indicates that all shares of common stock,
$.01 par value per share (the "Common Stock"), offered hereunder have been sold
or which deregisters all shares then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing of such documents.

         (a)     The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.

         (b)     The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.

         (c)     The description of the Common Stock contained in the Company's
Form 8-A filed on May 21, 1986 for registration of the Common Stock pursuant to
Section 12(g) of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.


ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's bylaws require that directors and officers be
indemnified to the maximum extent permitted by law.  The Company's Restated
Certificate of Incorporation includes a provision eliminating, to the fullest
extent permitted by Delaware law, director liability for monetary damages for
breaches of fiduciary duty.

         Section 145 of the General Corporation Law of the State of Delaware
provides that a director or officer of a corporation (i) shall be indemnified
by the corporation for all expenses of litigation or other legal proceedings
brought against such person by reason of the fact that such person is or was a
director or an officer of the corporation when he is successful on the merits,
(ii) may be indemnified by the corporation for the expenses, judgments, fines,
and amounts paid in settlement of such litigation (other than a derivative
suit) even if he is not successful on the merits if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation (and, in the case of a criminal proceeding, had no
reason to believe his conduct was unlawful), and (iii) may be indemnified by
the corporation for expenses of a derivative suit (a suit by a stockholder
alleging a breach by a director or officer of a duty owed to the corporation),
even if he is not successful on the merits, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, provided that no such indemnification may be made in
accordance with this clause (iii) if the director or officer is adjudged liable
to the corporation, unless a court determines that, despite such adjudication
but in view of all circumstances, he is fairly and reasonably entitled to
indemnification of such expenses.  The indemnification described in clauses
(ii) and (iii) above shall be made only upon order by a court or a
determination by (a) a majority of a quorum of disinterested directors, (b)
independent legal counsel in a written opinion if such quorum cannot be
obtained or even if obtainable and a quorum of disinterested directors so
directs, or (c) the stockholders, that indemnification is proper because the
applicable standard of conduct is met.  Expenses incurred by a director or
officer in defending an action may be advanced by the corporation prior to the
final disposition of such action upon receipt of an undertaking by such
director or officer to repay such expenses if it is ultimately determined that
he is not entitled to be indemnified in connection with the proceeding to which
the expenses relate.

         The Company has purchased and currently has in force directors' and
officers' liability insurance policies which cover certain liabilities of
directors and officers arising out of claims based on certain acts or omissions
by them in their capacity as directors or officers.  The Company has entered
into indemnification agreements with each of its directors and executive
officers and with two of its officers who are not executive officers.  Each of
these agreements, among other things, contractually obligates the Company to,
under certain circumstances, indemnify the officer or director against certain
expenses and liabilities arising out of legal proceedings which may be brought
against such officer or director by reason of his status or service as a
director or officer.  In addition, in a related trust agreement





                                      II-1
<PAGE>   3
(the "Trust Agreement"), the Company has provided $1 million to be held in
trust by a third-party trustee to be used to satisfy the Company's obligations
pursuant to the indemnification agreements which have been executed and any
similar agreements which may be executed in the future.  The Trust Agreement
further provides that the Company's Board of Directors may, in its discretion,
provide up to an additional $1 million to the trustee.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.  EXHIBITS.

The following are filed as exhibits to this Registration Statement:

Exhibit No.               Description

   4.1                    Rights Agreement, dated as of May 12, 1986, between
                          the Company and the Chase Manhattan Bank, N.A., as
                          Rights Agent (incorporated by reference from the
                          Company's Registration Statement on Form 8-A, dated
                          May 21, 1986, as amended by Amendment No. 1 on Form
                          8, dated July 28, 1989, and Amendment No. 2 on Form
                          8, dated May 28, 1991, each as filed with the
                          Securities and Exchange Commission pursuant to
                          Section 12(g) of the Exchange Act).

   4.2                    Form of Letter to the Company's Stockholders, dated
                          May 22, 1986, related to the adoption of the Rights
                          Agreement described in Exhibit 4.1 (incorporated by
                          reference from the Company's Registration Statement
                          on Form 8-A, dated May 21, 1986, as amended by
                          Amendment No. 1, on Form 8, dated July 28, 1989, and
                          Amendment No. 2 on Form 8, dated May 28, 1991, each
                          as filed with the Securities and Exchange Commission
                          pursuant to Section 12(g) of the Exchange Act).

  *4.3                    International Employee Stock Purchase Plan of DSC
                          Communications Corporation

  *5                      Opinion of Baker & McKenzie

  23.1                    Consent of Baker & McKenzie (See Exhibit 5)

 *23.2                    Consent of Ernst & Young, LLP

  24                      Power of Attorney (included on the signature page of
                          the Registration Statement) 

- -----------------
* filed herewith





                                      II-2
<PAGE>   4
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;

                 (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 the Registration Statement.  Notwithstanding the
         foregoing, any increase or decrease in 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
         a 20% 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 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 Exchange Act that are incorporated by reference in the
Registration Statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act, 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 hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.

         (c)     Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 Securities Act and will be governed
by the final adjudication of such issue.





                                      II-3
<PAGE>   5
                                   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 Plano, State of Texas, on July 31, 1995.


                                      DSC COMMUNICATIONS CORPORATION
                                        
                                        
                                      By:/s/ James L. Donald                  
                                         --------------------------------------
                                           James L. Donald
                                           Chairman of the Board, President and
                                           Chief Executive Officer


                               POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes James L.
Donald or Gerald F. Montry to file one or more amendments (including
post-effective amendments) to this registration statement, which amendments may
make such changes in this registration statement as each of them deems
appropriate, and each such person hereby appoints James L.  Donald or Gerald F.
Montry as attorney-in-fact to execute in the name and on behalf of the Company
and any such person, individually and in each capacity stated below, any such
amendments to this registration statement.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
  Name                                      Title                                          Date
  ----                                      -----                                          ----
  <S>                                       <C>                                         <C>
  /s/ James L. Donald                       Chairman of the Board, President,           July 31, 1995
  ---------------------------------         Chief Executive Officer, and                             
  James L. Donald                           Director (Principal Executive
                                            Officer)                     
                                                                         
  /s/ Gerald F. Montry                      Senior Vice President, Chief                July 31, 1995
  ---------------------------------         Financial Officer and Director                           
  Gerald F. Montry                          (Principal Financial Officer)  
                                                                           
  /s/ Kenneth R. Vines                      Vice President, Finance (Principal          July 31, 1995
  ---------------------------------         Accounting Officer)                                      
  Kenneth R. Vines                                             
                                            
  /s/ Clement M. Brown, Jr.                 Director                                    July 31, 1995
  ---------------------------------                                                                  
  Clement M. Brown, Jr.

  /s/ Frank J. Cummiskey                    Director                                    July 31, 1995
  ---------------------------------                                                                  
  Frank J. Cummiskey
</TABLE>





                                      II-4
<PAGE>   6
<TABLE>
<CAPTION>
  Name                                      Title                                          Date
  ----                                      -----                                          ----
  <S>                                       <C>                                         <C>
  /s/ Sir John Fairclough                   Director                                    July 31, 1995
  ---------------------------------                                                                  
  Sir John Fairclough

  /s/ Raymond J. Dempsey                    Director                                    July 31, 1995
  ---------------------------------                                                                  
  Raymond J. Dempsey

  /s/ James L. Fischer                      Director                                    July 31, 1995
  ---------------------------------                                                                  
  James L. Fischer

  /s/ Robert S. Folsom                      Director                                    July 31, 1995
  ---------------------------------                                                                  
  Robert S. Folsom

  /s/ James M. Nolan                        Director                                    July 31, 1995
  ---------------------------------                                                                  
  James M. Nolan
</TABLE>





                                      II-5
<PAGE>   7
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.               Description                                                                                Page
- -----------               -----------                                                                                ----
  <S>                     <C>
   4.3                    International Employee Stock Purchase Plan of DSC Communications
                          Corporation

   5                      Opinion of Baker & McKenzie

  23.1                    Consent of Baker & McKenzie (See Exhibit 5)

  23.2                    Consent of Ernst & Young, LLP

  24                      Power of Attorney (included on the signature page of the Registration
                          Statement)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22732}]
{"company-data": {"conformed-name": "DSC COMMUNICATIONS CORP", "cik": "0000316004", "assigned-sic": "3661", "irs-number": "541025763", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61425", "film-number": "95557633"}, "business-address": {"street1": "1000 COIT RD", "city": "PLANO", "state": "TX", "zip": "75075", "phone": "2145193000"}, "mail-address": {"street1": "1000 COIT ROAD", "city": "PLANO", "state": "TX", "zip": "75075-5813"}, "former-company": {"former-conformed-name": "DIGITAL SWITCH CORP", "date-changed": "19850425"}}
1

     As filed with the Securities and Exchange Commission on July 31, 1995.
                                                            Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                                      
                            Washington, D.C. 20549

                             --------------------
                                      
                                   FORM S-8
                                      
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                      
                             --------------------
                                      
                        DSC COMMUNICATIONS CORPORATION
            (Exact name of registrant as specified in its charter)
                                      
                DELAWARE                                54-1025763
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

             1000 COIT ROAD                               75075
              PLANO, TEXAS                              (Zip Code)
(Address of principal executive offices)

                INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN OF
                        DSC COMMUNICATIONS CORPORATION
                           (Full title of the plan)
                                      
                               GEORGE B. BRUNT
                        DSC COMMUNICATIONS CORPORATION
                                1000 COIT ROAD
                              PLANO, TEXAS 75075
                                (214) 519-3000
                    (Name, address, and telephone number,
                  including area code, of agent for service)
                                      
                               with a copy to:
                                      
                               DANIEL W. RABUN
                               BAKER & MCKENZIE
                         2001 ROSS AVENUE, SUITE 4500
                             DALLAS, TEXAS 75201
                                      
                             --------------------
                                      
                       CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                     Proposed maximum         Proposed maximum
  Title of securities to       Amount to be         offering price per       aggregate offering          Amount of
     be registered (1)          registered               share(2)                 price (2)           registration fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
    par value                 750,000 Shares              $52.25                 $39,187,500              $13,513
- ----------------------------------------------------------------------------------------------------------------------
    Preferred Stock
    Purchase Rights(3)        750,000 Rights               N/A                       N/A                    N/A
======================================================================================================================
(1)      Shares of common stock of DSC Communications Corporation (the
         "Company"), $.01 par value per share (the "Common Stock"), being
         registered hereby relate to the International Employee Stock Purchase
         Plan of DSC Communications Corporation (the "International Plan").
         Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
         amended (the "Securities Act"), there are also being registered such
         additional shares of Common Stock as may become issuable pursuant to
         the anti-dilution provisions of the International Plan.
(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) and (h) promulgated under the Securities Act
         on the basis of the average of the high and low sale prices of the
         Common Stock on July 24, 1995, as reported on the Nasdaq Stock Market.
(3)      In accordance with rule 457(g),no additional registration fee is
         required in respect of Preferred Stock Purchase Rights.
================================================================================
2
                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The documents listed in (a), (b) and (c) below are hereby incorporated
by reference into this Registration Statement.  All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
the Registration Statement which indicates that all shares of common stock,
$.01 par value per share (the "Common Stock"), offered hereunder have been sold
or which deregisters all shares then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing of such documents.

         (a)     The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.

         (b)     The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.

         (c)     The description of the Common Stock contained in the Company's
Form 8-A filed on May 21, 1986 for registration of the Common Stock pursuant to
Section 12(g) of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's bylaws require that directors and officers be
indemnified to the maximum extent permitted by law.  The Company's Restated
Certificate of Incorporation includes a provision eliminating, to the fullest
extent permitted by Delaware law, director liability for monetary damages for
breaches of fiduciary duty.

         Section 145 of the General Corporation Law of the State of Delaware
provides that a director or officer of a corporation (i) shall be indemnified
by the corporation for all expenses of litigation or other legal proceedings
brought against such person by reason of the fact that such person is or was a
director or an officer of the corporation when he is successful on the merits,
(ii) may be indemnified by the corporation for the expenses, judgments, fines,
and amounts paid in settlement of such litigation (other than a derivative
suit) even if he is not successful on the merits if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation (and, in the case of a criminal proceeding, had no
reason to believe his conduct was unlawful), and (iii) may be indemnified by
the corporation for expenses of a derivative suit (a suit by a stockholder
alleging a breach by a director or officer of a duty owed to the corporation),
even if he is not successful on the merits, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, provided that no such indemnification may be made in
accordance with this clause (iii) if the director or officer is adjudged liable
to the corporation, unless a court determines that, despite such adjudication
but in view of all circumstances, he is fairly and reasonably entitled to
indemnification of such expenses.  The indemnification described in clauses
(ii) and (iii) above shall be made only upon order by a court or a
determination by (a) a majority of a quorum of disinterested directors, (b)
independent legal counsel in a written opinion if such quorum cannot be
obtained or even if obtainable and a quorum of disinterested directors so
directs, or (c) the stockholders, that indemnification is proper because the
applicable standard of conduct is met.  Expenses incurred by a director or
officer in defending an action may be advanced by the corporation prior to the
final disposition of such action upon receipt of an undertaking by such
director or officer to repay such expenses if it is ultimately determined that
he is not entitled to be indemnified in connection with the proceeding to which
the expenses relate.

         The Company has purchased and currently has in force directors' and
officers' liability insurance policies which cover certain liabilities of
directors and officers arising out of claims based on certain acts or omissions
by them in their capacity as directors or officers.  The Company has entered
into indemnification agreements with each of its directors and executive
officers and with two of its officers who are not executive officers.  Each of
these agreements, among other things, contractually obligates the Company to,
under certain circumstances, indemnify the officer or director against certain
expenses and liabilities arising out of legal proceedings which may be brought
against such officer or director by reason of his status or service as a
director or officer.  In addition, in a related trust agreement

                                      II-1
3
(the "Trust Agreement"), the Company has provided $1 million to be held in
trust by a third-party trustee to be used to satisfy the Company's obligations
pursuant to the indemnification agreements which have been executed and any
similar agreements which may be executed in the future.  The Trust Agreement
further provides that the Company's Board of Directors may, in its discretion,
provide up to an additional $1 million to the trustee.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.  EXHIBITS.

The following are filed as exhibits to this Registration Statement:

Exhibit No.               Description

   4.1                    Rights Agreement, dated as of May 12, 1986, between
                          the Company and the Chase Manhattan Bank, N.A., as
                          Rights Agent (incorporated by reference from the
                          Company's Registration Statement on Form 8-A, dated
                          May 21, 1986, as amended by Amendment No. 1 on Form
                          8, dated July 28, 1989, and Amendment No. 2 on Form
                          8, dated May 28, 1991, each as filed with the
                          Securities and Exchange Commission pursuant to
                          Section 12(g) of the Exchange Act).

   4.2                    Form of Letter to the Company's Stockholders, dated
                          May 22, 1986, related to the adoption of the Rights
                          Agreement described in Exhibit 4.1 (incorporated by
                          reference from the Company's Registration Statement
                          on Form 8-A, dated May 21, 1986, as amended by
                          Amendment No. 1, on Form 8, dated July 28, 1989, and
                          Amendment No. 2 on Form 8, dated May 28, 1991, each
                          as filed with the Securities and Exchange Commission
                          pursuant to Section 12(g) of the Exchange Act).

  *4.3                    International Employee Stock Purchase Plan of DSC
                          Communications Corporation

  *5                      Opinion of Baker & McKenzie

  23.1                    Consent of Baker & McKenzie (See Exhibit 5)

 *23.2                    Consent of Ernst & Young, LLP

  24                      Power of Attorney (included on the signature page of
                          the Registration Statement) 

- -----------------
* filed herewith

                                      II-2
4
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;

                 (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 the Registration Statement.  Notwithstanding the
         foregoing, any increase or decrease in 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
         a 20% 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 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 Exchange Act that are incorporated by reference in the
Registration Statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act, 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 hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.

         (c)     Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 Securities Act and will be governed
by the final adjudication of such issue.

                                      II-3
5
                                   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 Plano, State of Texas, on July 31, 1995.

                                      DSC COMMUNICATIONS CORPORATION
                                        
                                        
                                      By:/s/ James L. Donald                  
                                         --------------------------------------
                                           James L. Donald
                                           Chairman of the Board, President and
                                           Chief Executive Officer

                               POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes James L.
Donald or Gerald F. Montry to file one or more amendments (including
post-effective amendments) to this registration statement, which amendments may
make such changes in this registration statement as each of them deems
appropriate, and each such person hereby appoints James L.  Donald or Gerald F.
Montry as attorney-in-fact to execute in the name and on behalf of the Company
and any such person, individually and in each capacity stated below, any such
amendments to this registration statement.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Name                                      Title                                          Date
  ----                                      -----                                          ----
/s/ James L. Donald                       Chairman of the Board, President,           July 31, 1995
  ---------------------------------         Chief Executive Officer, and                             
  James L. Donald                           Director (Principal Executive
                                            Officer)                     
                                                                         
  /s/ Gerald F. Montry                      Senior Vice President, Chief                July 31, 1995
  ---------------------------------         Financial Officer and Director                           
  Gerald F. Montry                          (Principal Financial Officer)  
                                                                           
  /s/ Kenneth R. Vines                      Vice President, Finance (Principal          July 31, 1995
  ---------------------------------         Accounting Officer)                                      
  Kenneth R. Vines                                             
                                            
  /s/ Clement M. Brown, Jr.                 Director                                    July 31, 1995
  ---------------------------------                                                                  
  Clement M. Brown, Jr.

  /s/ Frank J. Cummiskey                    Director                                    July 31, 1995
  ---------------------------------                                                                  
  Frank J. Cummiskey
II-4
6
Name                                      Title                                          Date
  ----                                      -----                                          ----
/s/ Sir John Fairclough                   Director                                    July 31, 1995
  ---------------------------------                                                                  
  Sir John Fairclough

  /s/ Raymond J. Dempsey                    Director                                    July 31, 1995
  ---------------------------------                                                                  
  Raymond J. Dempsey

  /s/ James L. Fischer                      Director                                    July 31, 1995
  ---------------------------------                                                                  
  James L. Fischer

  /s/ Robert S. Folsom                      Director                                    July 31, 1995
  ---------------------------------                                                                  
  Robert S. Folsom

  /s/ James M. Nolan                        Director                                    July 31, 1995
  ---------------------------------                                                                  
  James M. Nolan
II-5
7
                                 EXHIBIT INDEX
Exhibit No.               Description                                                                                Page
- -----------               -----------                                                                                ----
4.3                    International Employee Stock Purchase Plan of DSC Communications
                          Corporation

   5                      Opinion of Baker & McKenzie

  23.1                    Consent of Baker & McKenzie (See Exhibit 5)

  23.2                    Consent of Ernst & Young, LLP

  24                      Power of Attorney (included on the signature page of the Registration
                          Statement)