<PAGE>   1





    As filed with the Securities and Exchange Commission on March 27, 1995.
                                                Registration No. 33-___________

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ____________________

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                             ____________________

                            AURORA ELECTRONICS, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                   75-1539534
  -------------------------------                 -------------------
  (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)                  Identification No.)


                          2030 Main Street, Suite 1120
                           Irvine, California  92714

          (Address of principal executive offices, including zip code)


                             ____________________

                            AURORA ELECTRONICS, INC.

                       1995 EMPLOYEE STOCK PURCHASE PLAN

                              (Full title of Plan)

                             ____________________


            Jim C. Cowart                       Copy to: Alan J. Bogdanow
 Chairman and Chief Executive Officer             Hughes & Luce, L.L.P.
       Aurora Electronics, Inc.                    2800 Bank One Center
     2030 Main Street, Suite 1120                    1717 Main Street
      Irvine, California 92714                    Dallas, Texas 75201
          (714) 660-1232
(Name, address and telephone number,
including area code, of agent for service)

            
            
                             ____________________            
            
            

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
           Title of              Amount        Proposed Maximum      Proposed Maximum       Amount of
          Securities             to be          Offering Price          Aggregate          Registration
         to be Registered      Registered(1)     Per Share(2)        Offering Price(2)         Fee(3)
---------------------------------------------------------------------------------------------------------
        <S>                     <C>              <C>                   <C>                  <C>
        Common Stock,           350,000          $3.5625               $1,250,869           $431.30
        $.03 par value
---------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended,
     there are also being registered such additional shares of
     Registrant's Common Stock, $.03 par value (the "Common Stock"), as
     may become issuable pursuant to the antidilution provisions of the
     Registrant's 1995 Employee Stock Purchase Plan (the "Plan").

(2)  The offering price for shares of Common Stock under the Plan is
     85% of the lesser of the last sale price of the shares on (a) the
     date on which a participant in the Plan is granted an option to
     purchase the shares or (b) the date on which the participant is
     deemed to have exercised his or her option to purchase the shares.
     The offering price for shares not subject to options on the date
     hereof and shares subject to options on the date



<PAGE>   2

     hereof but for which the offering price is not known, $3.5625 per
     share, has been estimated solely for the purpose of computing the
     registration fee on the basis of the high and the low prices paid
     for a share of the Common Stock on March 21, 1995, as reported on
     the American Stock Exchange, all in accordance with Rule 457(h)
     under the Securities Act of 1933, as amended.  The offering price
     for shares subject to options on the date hereof for which the
     offering price is known is 85% of the last sale price of the
     Common Stock on December 30, 1994.

(3)  The registration fee consists of $14.68 payable with respect to
     10,832 shares subject to options on the date hereof at an offering
     price of $3.93125 per share, plus $416.62 payable with respect to
     339,168 shares that are not subject to options on the date hereof
     and shares subject to options on the date hereof but for which the
     offering price is not known.



                             ____________________        
        
        














<PAGE>   3




                                EXPLANATORY NOTE

    This Registration Statement has been filed pursuant to General
Instruction A on Form S-8 to register 350,000 shares of Common Stock offered
pursuant to the 1995 Employee Stock Purchase Plan (the "Plan") of Aurora
Electronics, Inc. (the "Registrant" or the "Company").


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION.

         Not required to be filed with this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be filed with this Registration Statement.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant incorporates by reference in this Registration
Statement the following documents, which have been filed previously with the
Securities and Exchange Commission (the "Commission"):

              (a)  Annual Report on Form 10-K for the fiscal year ended
    September 30, 1994, dated January 5, 1995, which contains audited
    financial statements of the Company for the fiscal year ended September
    30, 1994, as amended by Amendment No. 1 on Form 10-K/A dated February 6,
    1995 (collectively referred to herein as the "1994 10-K").

              (b)  All other reports filed by the Registrant pursuant to
    Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
    (the "Exchange Act"), since the end of the fiscal year covered by the
    1994 10-K (including Amendments No. 1 and 2 to each of the Quarterly
    Reports on Form 10-Q for the quarters ended December 31, 1993, March 31,
    1994 and June 30, 1994 dated January 5, 1995 and February 6, 1995,
    respectively, and the Quarterly Report on Form 10-Q for the quarter ended
    December 31, 1994 dated February 14, 1995).

              (c)  The description of the Registrant's Common Stock contained
    in the Registrant's Registration Statement on Form 8-A dated February 14,
    1983, including any amendment or report filed for the purpose of updating
    such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all of the shares of Common Stock offered have been sold or which
deregisters all of such shares 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.




                                     -1-

<PAGE>   4





         Any statement 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
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any 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.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Restated Certificate of Incorporation and Bylaws, as
amended to date, provide for indemnification to officers and directors of the
Company to the fullest extent permitted by the Delaware General Corporation
Law ("DGCL").  The Company's Restated Certificate of Incorporation provides,
consistent with the provisions of the DGCL, that no director of the Company
will be personally liable to the Company or any of its stockholders for
monetary damages arising from the director's breach of fiduciary duty as a
director.  However, this does not apply with respect to any action in which
the director would be liable under Section 174 of Title 8 of the DGCL nor
does it apply with respect to any liability in which the director (i) has
breached his duty of loyalty to the Company and its stockholders, (ii) does
not act in good faith or, in failing to act, does not act in good faith,
(iii) has acted in a manner involving intentional misconduct or a knowing
violation of law or, in failing to act, has acted in a manner involving
intentional misconduct or a knowing violation of law, or (iv) has derived an
improper personal benefit.

         Pursuant to the provisions of Section 145 of the DGCL, every
Delaware corporation has the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of any corporation, partnership, joint venture,
trust or other enterprise, against any and all expenses, judgments, fines and
amounts paid in settlement and reasonably incurred in connection with such
action, suit or proceeding.  The power to indemnify applies only if such
person acted in good faith and in a manner he reasonably believed to be in
the best interest, or not opposed to the best interest, of the corporation
and with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.

         The power to indemnify applies to actions brought by or in the right
of the corporation as well, but only to the extent of defense and settlement
expenses and not to any satisfaction of a judgment or settlement of the claim
itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication unless the
court, in its discretion, believes that in light of all the circumstances
indemnification should apply.

         To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of actions referred to
therein, such person is entitled, pursuant to Section 145, to indemnification
as described above.




                                     -2-

<PAGE>   5





         The Company has entered into indemnity agreements with each of its
directors.  Each such Indemnification Agreement provides for indemnification
of directors of the Company to the fullest extent permitted by the DGCL and
additionally permits advancing attorneys' fees and all other costs, expenses,
obligations, fines and losses, paid or incurred by a director generally in
connection with the investigation, defense or other participation in any
threatened, pending or completed action, suit or proceeding or any inquiry or
investigation thereof, whether conducted by or on behalf of the Company or
any other party.  If it is later determined that the director is or was not
entitled to indemnification under applicable law, the Company is entitled to
reimbursement by the director.

         The Indemnification Agreements further provide that in the event of
a change in control of the Company, then with respect to all matters
thereafter arising concerning the rights of directors to indemnity payments
and expense advances, all determinations regarding excludable claims will be
made only by a court of competent jurisdiction or by a special independent
legal counsel selected by the director and approved by the Company.

         To the extent the board of directors or the stockholders of the
Company may in the future wish to limit or repeal the ability of the Company
to indemnify directors, such repeal or limitation may not be effective as to
directors who are currently parties to the Indemnification Agreements,
because their rights to full protection are contractually assured by the
Indemnification Agreements.  It is anticipated that similar contracts may be
entered into, from time to time, with future directors of the Company.

         The Company also provides customary indemnification of all of the
officers and directors of the Company pursuant to an insurance policy with a
third party insurer.

         Insofar as indemnification by the Company for liabilities arising
under the Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibits to this Registration Statement are listed in the Index
to Exhibits on page E-1 of this Registration Statement, which Index is
incorporated herein by reference.

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;




                                     -3-

<PAGE>   6





                   (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;

                   (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, Form S-8 or Form F-3 and
    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 Commission 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 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 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 provisions described in Item 6,
    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.




                                     -4-


<PAGE>   7





                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Irvine, State of California, on
March 22, 1995.

                                         AURORA ELECTRONICS, INC.



                                         By:  /s/ Jim C. Cowart
                                              Jim C. Cowart,
                                              Chairman and
                                              Chief Executive Officer




                                     -5-





<PAGE>   8





                               POWER OF ATTORNEY

    Each person whose signature appears below hereby constitutes and appoints
Jim C. Cowart and John P. Grazer, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on March 22, 1995:



<TABLE>
<CAPTION>
          Signature                                  Title
<S>                                           <C>
         /s/ Jim C. Cowart                    Chairman, Chief Executive Officer
             Jim C. Cowart                     and Director (Principal
                                               Executive Officer)


         /s/ John P. Grazer                   Chief Financial Officer and
             John P. Grazer                    Senior Vice President-
                                               Finance and Administration
                                               (Principal Financial and
                                               Accounting Officer)


        /s/ Robert G. Allison                 Director
            Robert G. Allison


         /s/ Harvey B. Cash                    Director
             Harvey B. Cash


         /s/ Amin J. Khoury                    Director
             Amin J. Khoury


         /s/ David A. Lahar                    Director
             David A. Lahar

         /s/ William H. Watkins, Jr.           Director
             William H. Watkins, Jr.
</TABLE>




                                      -6-
<PAGE>   9





                                    EXHIBIT INDEX



<TABLE>
<CAPTION>                                                                                                     Sequentially  
         Exhibit                                                                                                Numbered    
         Number                                Description of Exhibit                                            Page       
         ------                                ----------------------                                        ------------
         <S>                           <C>                                                                       <C>              
         4.1                           The Restated Certificate of                                               - -       
                                       Incorporation of the Registrant, as                                                     
                                       amended (incorporated by reference to                                                   
                                       Exhibit 3.1 of the Registrant's                                                         
                                       Transition Report on Form 10-K for the                                                  
                                       transition period ended September 30,                                                   
                                       1992)                                                                               
                                                                                                                               
         4.2                           Bylaws of the Registrant, as amended  
                                       (incorporated by reference to Exhibit 
                                       4.2 of the Registrant's Registration  
                                       Statement on Form S-8 dated May 27,                                       - - 
                                       1994)                                 

     **  5.1                           Opinion of Hughes & Luce, L.L.P.      
                                       regarding validity of the Common Stock

      **23.1                           Consent of Hughes & Luce, L.L.P.
                                       (Contained in Exhibit 5.1)      
                
      **23.2                           Consent of Arthur Andersen LLP
                
      **24.1                           Power of Attorney (Set forth on the
                                       signature page of this Registration
                                       Statement)                         
                
     ** 99.1                           Aurora Electronics, Inc. 1995 Employee
                                       Stock Purchase Plan                   
</TABLE>                         

____________________

**  Filed herewith.




                                      E-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24419}]
1

    As filed with the Securities and Exchange Commission on March 27, 1995.
                                                Registration No. 33-___________

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ____________________

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                             ____________________

                            AURORA ELECTRONICS, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                   75-1539534
  -------------------------------                 -------------------
  (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)                  Identification No.)

                          2030 Main Street, Suite 1120
                           Irvine, California  92714

          (Address of principal executive offices, including zip code)

                             ____________________

                            AURORA ELECTRONICS, INC.

                       1995 EMPLOYEE STOCK PURCHASE PLAN

                              (Full title of Plan)

                             ____________________

            Jim C. Cowart                       Copy to: Alan J. Bogdanow
 Chairman and Chief Executive Officer             Hughes & Luce, L.L.P.
       Aurora Electronics, Inc.                    2800 Bank One Center
     2030 Main Street, Suite 1120                    1717 Main Street
      Irvine, California 92714                    Dallas, Texas 75201
          (714) 660-1232
(Name, address and telephone number,
including area code, of agent for service)

            
            
                             ____________________            
            
            

                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
           Title of              Amount        Proposed Maximum      Proposed Maximum       Amount of
          Securities             to be          Offering Price          Aggregate          Registration
         to be Registered      Registered(1)     Per Share(2)        Offering Price(2)         Fee(3)
---------------------------------------------------------------------------------------------------------
Common Stock,           350,000          $3.5625               $1,250,869           $431.30
        $.03 par value
---------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended,
     there are also being registered such additional shares of
     Registrant's Common Stock, $.03 par value (the "Common Stock"), as
     may become issuable pursuant to the antidilution provisions of the
     Registrant's 1995 Employee Stock Purchase Plan (the "Plan").

(2)  The offering price for shares of Common Stock under the Plan is
     85% of the lesser of the last sale price of the shares on (a) the
     date on which a participant in the Plan is granted an option to
     purchase the shares or (b) the date on which the participant is
     deemed to have exercised his or her option to purchase the shares.
     The offering price for shares not subject to options on the date
     hereof and shares subject to options on the date
2

     hereof but for which the offering price is not known, $3.5625 per
     share, has been estimated solely for the purpose of computing the
     registration fee on the basis of the high and the low prices paid
     for a share of the Common Stock on March 21, 1995, as reported on
     the American Stock Exchange, all in accordance with Rule 457(h)
     under the Securities Act of 1933, as amended.  The offering price
     for shares subject to options on the date hereof for which the
     offering price is known is 85% of the last sale price of the
     Common Stock on December 30, 1994.

(3)  The registration fee consists of $14.68 payable with respect to
     10,832 shares subject to options on the date hereof at an offering
     price of $3.93125 per share, plus $416.62 payable with respect to
     339,168 shares that are not subject to options on the date hereof
     and shares subject to options on the date hereof but for which the
     offering price is not known.

                             ____________________
3

                                EXPLANATORY NOTE

    This Registration Statement has been filed pursuant to General
Instruction A on Form S-8 to register 350,000 shares of Common Stock offered
pursuant to the 1995 Employee Stock Purchase Plan (the "Plan") of Aurora
Electronics, Inc. (the "Registrant" or the "Company").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Not required to be filed with this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be filed with this Registration Statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant incorporates by reference in this Registration
Statement the following documents, which have been filed previously with the
Securities and Exchange Commission (the "Commission"):

              (a)  Annual Report on Form 10-K for the fiscal year ended
    September 30, 1994, dated January 5, 1995, which contains audited
    financial statements of the Company for the fiscal year ended September
    30, 1994, as amended by Amendment No. 1 on Form 10-K/A dated February 6,
    1995 (collectively referred to herein as the "1994 10-K").

              (b)  All other reports filed by the Registrant pursuant to
    Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
    (the "Exchange Act"), since the end of the fiscal year covered by the
    1994 10-K (including Amendments No. 1 and 2 to each of the Quarterly
    Reports on Form 10-Q for the quarters ended December 31, 1993, March 31,
    1994 and June 30, 1994 dated January 5, 1995 and February 6, 1995,
    respectively, and the Quarterly Report on Form 10-Q for the quarter ended
    December 31, 1994 dated February 14, 1995).

              (c)  The description of the Registrant's Common Stock contained
    in the Registrant's Registration Statement on Form 8-A dated February 14,
    1983, including any amendment or report filed for the purpose of updating
    such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all of the shares of Common Stock offered have been sold or which
deregisters all of such shares 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.

                                     -1-
4

         Any statement 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
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any 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.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Restated Certificate of Incorporation and Bylaws, as
amended to date, provide for indemnification to officers and directors of the
Company to the fullest extent permitted by the Delaware General Corporation
Law ("DGCL").  The Company's Restated Certificate of Incorporation provides,
consistent with the provisions of the DGCL, that no director of the Company
will be personally liable to the Company or any of its stockholders for
monetary damages arising from the director's breach of fiduciary duty as a
director.  However, this does not apply with respect to any action in which
the director would be liable under Section 174 of Title 8 of the DGCL nor
does it apply with respect to any liability in which the director (i) has
breached his duty of loyalty to the Company and its stockholders, (ii) does
not act in good faith or, in failing to act, does not act in good faith,
(iii) has acted in a manner involving intentional misconduct or a knowing
violation of law or, in failing to act, has acted in a manner involving
intentional misconduct or a knowing violation of law, or (iv) has derived an
improper personal benefit.

         Pursuant to the provisions of Section 145 of the DGCL, every
Delaware corporation has the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of any corporation, partnership, joint venture,
trust or other enterprise, against any and all expenses, judgments, fines and
amounts paid in settlement and reasonably incurred in connection with such
action, suit or proceeding.  The power to indemnify applies only if such
person acted in good faith and in a manner he reasonably believed to be in
the best interest, or not opposed to the best interest, of the corporation
and with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.

         The power to indemnify applies to actions brought by or in the right
of the corporation as well, but only to the extent of defense and settlement
expenses and not to any satisfaction of a judgment or settlement of the claim
itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication unless the
court, in its discretion, believes that in light of all the circumstances
indemnification should apply.

         To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of actions referred to
therein, such person is entitled, pursuant to Section 145, to indemnification
as described above.

                                     -2-
5

         The Company has entered into indemnity agreements with each of its
directors.  Each such Indemnification Agreement provides for indemnification
of directors of the Company to the fullest extent permitted by the DGCL and
additionally permits advancing attorneys' fees and all other costs, expenses,
obligations, fines and losses, paid or incurred by a director generally in
connection with the investigation, defense or other participation in any
threatened, pending or completed action, suit or proceeding or any inquiry or
investigation thereof, whether conducted by or on behalf of the Company or
any other party.  If it is later determined that the director is or was not
entitled to indemnification under applicable law, the Company is entitled to
reimbursement by the director.

         The Indemnification Agreements further provide that in the event of
a change in control of the Company, then with respect to all matters
thereafter arising concerning the rights of directors to indemnity payments
and expense advances, all determinations regarding excludable claims will be
made only by a court of competent jurisdiction or by a special independent
legal counsel selected by the director and approved by the Company.

         To the extent the board of directors or the stockholders of the
Company may in the future wish to limit or repeal the ability of the Company
to indemnify directors, such repeal or limitation may not be effective as to
directors who are currently parties to the Indemnification Agreements,
because their rights to full protection are contractually assured by the
Indemnification Agreements.  It is anticipated that similar contracts may be
entered into, from time to time, with future directors of the Company.

         The Company also provides customary indemnification of all of the
officers and directors of the Company pursuant to an insurance policy with a
third party insurer.

         Insofar as indemnification by the Company for liabilities arising
under the Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibits to this Registration Statement are listed in the Index
to Exhibits on page E-1 of this Registration Statement, which Index is
incorporated herein by reference.

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;

                                     -3-
6

                   (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;

                   (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, Form S-8 or Form F-3 and
    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 Commission 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 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 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 provisions described in Item 6,
    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.

                                     -4-
7

                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Irvine, State of California, on
March 22, 1995.

                                         AURORA ELECTRONICS, INC.

                                         By:  /s/ Jim C. Cowart
                                              Jim C. Cowart,
                                              Chairman and
                                              Chief Executive Officer

                                     -5-
8

                               POWER OF ATTORNEY

    Each person whose signature appears below hereby constitutes and appoints
Jim C. Cowart and John P. Grazer, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on March 22, 1995:
Signature                                  Title
/s/ Jim C. Cowart                    Chairman, Chief Executive Officer
             Jim C. Cowart                     and Director (Principal
                                               Executive Officer)

         /s/ John P. Grazer                   Chief Financial Officer and
             John P. Grazer                    Senior Vice President-
                                               Finance and Administration
                                               (Principal Financial and
                                               Accounting Officer)

        /s/ Robert G. Allison                 Director
            Robert G. Allison

         /s/ Harvey B. Cash                    Director
             Harvey B. Cash

         /s/ Amin J. Khoury                    Director
             Amin J. Khoury

         /s/ David A. Lahar                    Director
             David A. Lahar

         /s/ William H. Watkins, Jr.           Director
             William H. Watkins, Jr.
-6-
9

                                    EXHIBIT INDEX
Sequentially  
         Exhibit                                                                                                Numbered    
         Number                                Description of Exhibit                                            Page       
         ------                                ----------------------                                        ------------
4.1                           The Restated Certificate of                                               - -       
                                       Incorporation of the Registrant, as                                                     
                                       amended (incorporated by reference to                                                   
                                       Exhibit 3.1 of the Registrant's                                                         
                                       Transition Report on Form 10-K for the                                                  
                                       transition period ended September 30,                                                   
                                       1992)                                                                               
                                                                                                                               
         4.2                           Bylaws of the Registrant, as amended  
                                       (incorporated by reference to Exhibit 
                                       4.2 of the Registrant's Registration  
                                       Statement on Form S-8 dated May 27,                                       - - 
                                       1994)                                 

     **  5.1                           Opinion of Hughes & Luce, L.L.P.      
                                       regarding validity of the Common Stock

      **23.1                           Consent of Hughes & Luce, L.L.P.
                                       (Contained in Exhibit 5.1)      
                
      **23.2                           Consent of Arthur Andersen LLP
                
      **24.1                           Power of Attorney (Set forth on the
                                       signature page of this Registration
                                       Statement)                         
                
     ** 99.1                           Aurora Electronics, Inc. 1995 Employee
                                       Stock Purchase Plan
____________________

**  Filed herewith.

                                      E-1